Current report number: 10/2026
Date: 24 February 2026
Legal basis: Article 56(1)(2) of the Public Offering Act – current and periodic information
Subject: Registration of an amendment to the Statute of CI Games SE
The Management Board of Cl Games SE with its registered office in Warsaw (the “Company“) informs that today, i.e. 24 February 2026, the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court registered an amendment to the Company’s Statute adopted pursuant to resolution No. 5/2/2026 of the Extraordinary General Meeting dated February 13, 2026 regarding authorization of the Management Board of the Company to increase the share capital within the limits of the authorized capital and authorization of the Management Board to exclude the subscription rights of the existing shareholders of the Company with the consent of the Supervisory Board and amendments to the Company’s Statute (“Resolution”). Pursuant to the Resolution, a new §10a was added to the Statute, worded as follows:
Ҥ10a
1. The Company’s Management Board is authorized to increase the share capital by one or more increases by an amount not exceeding PLN 381,650.00 (in words: three hundred eighty-one thousand six hundred fifty) (“Authorized Capital”) by issuing no more than 38,165,000 (thirty-eight million one hundred sixty-five thousand) ordinary bearer shares of subsequent series with a nominal value of PLN 0.01 (one grosz) each (“New Shares”) on the following terms:
a) the Management Board’s authorization to increase the Company’s share capital within the limits of the Authorized Capital shall expire after 3 (three) years from the date of entry in the Register of Entrepreneurs of the amendment to the Company’s Statute made by resolution of the Extraordinary General Meeting of the Company Meeting No. 5/2/2026 of February 13, 2026, introducing the Authorized Capital;
b) the issue price of one New Share within the Authorized Capital is no less than PLN 2.50 (in words: two zlotys 50/100);
c) the issue of New Shares within the Authorized Capital will be a private placement within the meaning of Article 431 § 2 item 1 of the Commercial Companies Code, addressed exclusively to selected entities, no more than 149 in number, who will be designated by the Company’s Management Board, taking into account the provisions below (“Eligible Investors”);
d) the issue of New Shares will constitute a public offering within the meaning of Article 2 item d) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which will not require a prospectus to be made available in accordance with Article 1(4)(b) and Article 1(5)(a) of that regulation;
e) The Eligible Investor who will have the right to subscribe for New Shares issued within the Authorized Capital is a shareholder who, on the date of the Extraordinary General Meeting, i.e., on February 13, 2026 (“Date of Priority Right”, “Right of Priority”), held at least 250,000 (in words: two hundred fifty thousand) shares in the Company;
f) An Eligible Investor has the right to subscribe for New Shares within the Authorized Capital in a number corresponding to the product of:
⎯ the ratio of the number of Company shares held by a given Eligible Investor covered by the Priority Right as of the Priority Right Date, as indicated in the relevant confirmation document, to the number of all existing Company shares as of the Priority Right Date; and
⎯ the final number of New Shares offered as determined by the Company’s Management Board, provided that if the number of New Shares so determined is not an integer, it will be rounded down to the nearest integer.
g) New Shares issued within the Authorized Capital may be subscribed for only in cash;
h) with the consent of the Supervisory Board, the Management Board may deprive the Company’s shareholders, in whole or in part, of their pre-emptive rights to New Shares issued upon an increase in the share capital within the Authorized Capital;
i) an increase in the share capital within the Authorized Capital may not be made from the Company’s own funds;
j) The Management Board may not grant preference shares or the rights referred to in Article 354 of the Commercial Companies Code;
k) a resolution of the Management Board regarding the issue of New Shares, adopted within the limits of its statutory authorization, replaces the resolution of the General Meeting on an increase in the share capital and requires a notarial deed to be valid;
l) the procedure set out in points d)–f) above does not limit the right of the Management Board of the Company to offer New Shares not acquired in the exercise of the Priority Right at the sole discretion of the Management Board of the Company.
2. The Management Board decides on all matters related to the share capital increase within the Authorized Capital. In particular, the Management Board is authorized to establish detailed terms, conditions, and deadlines for individual issues of New Sharesissued as part of the share capital increase within the Authorized Capital, and to determine the purpose and manner of offering New Shares issued as part of the share capital increase within the Authorized Capital. The Management Board is authorized, in particular, to take all necessary actions to offer New Shares, enter into agreements to subscribe for New Shares, prepare the required documents, and take all actions necessary to issue or register New Shares in the securities accounts of shareholders (Eligible Investors).
3. The Management Board’s authorization to increase the share capital within the Authorized Capital does not prejudice the authority of the General Meeting to increase the Company’s share capital during the period when the Management Board exercises the authorization referred to in section 1 above, in another manner provided for in the Commercial Companies Code.
4. The Management Board’s authorization to increase the share capital within the Authorized Capital also includes the ability, at the discretion of the Company’s Management Board, to issue subscription warrants with the subscription rights expiring on the date of expiry of the Management Board’s authorization referred to in section 1 above.
5. It is hereby resolved to apply for the admission and introduction of the New Shares issued within the Authorized Capital to trading on the regulated market operated by the Warsaw Stock Exchange (“WSE”) with its registered office in Warsaw.
6. The Management Board of the Company is authorized to:
a) specify the detailed conditions for the exercise of the Priority Right by Eligible Investors, in particular:
1) present to the Company or the brokerage house or office selected by the Management Board of the Company to support the Company in the course of activities related to the implementation of this resolution of the Extraordinary General Meeting a document confirming that the given Eligible Investor was a shareholder of the Company on the Priority Right Date and held at least 250,000 (in words: two hundred fifty thousand) shares of the Company, whereby the presence of the Eligible Investor on the
list of persons entitled to participate in the Extraordinary General Meeting obtained by the Company from the National Depository for Securities (“KDPW”) shall be sufficient confirmation that he or she was a shareholder of the Company on the Priority Right Date in respect of the shares that were registered for that General Meeting; 2) the Eligible Investor submits to the Company or a brokerage house or office a declaration of interest in acquiring the New Shares at the issue price set by the Company’s Management Board; 3) enters into an agreement with the Company to acquire the New Shares;
b) performs all other factual and legal actions related to the share capital increase within the limits of the Authorized Capital;
c) performs all factual and legal actions related to the admission and introduction of the New Shares issued within the Authorized Capital to trading on the regulated market operated by the WSE; d) takes all factual and legal actions necessary to register the shares issued within the Authorized Capital in the securities depository operated by the National Depository for Securities (KDPW), as well as takes all other necessary actions related to their mandatory dematerialization; e) taking all necessary
legal and factual actions, including submitting appropriate applications and notifications, in accordance with the requirements set forth in the law and the regulations, resolutions, or guidelines of the WSE, the National Depository for Securities, and the relevant supervisory authorities, related to applying for the introduction of the New Shares issued within the Authorized Capital to trading on the regulated market operated by the WSE, registering these shares with the National Depository for Securities, and conducting a public offering of these shares;
f) amending the Company’s Statute to the extent related to the increase in the Company’s share capital within the Authorized Capital, including submitting a declaration of the amount of the Company’s subscribed share capital, as well as establishing a consolidated text of the Statute incorporating these amendments.
The Company announced the adoption of the Resolution in current report No. 7/2026.
The consolidated text of the Company’s Statute, reflecting the amendment to the Statute based on the Resolution registered by the registry court, will be adopted by the Company’s Supervisory Board.
Disclaimer: This English language translation may contain certain discrepancies. In case of any differences between the Polish and the English versions, the Polish version shall prevail.
CI Games SE Management Board:
Marek Tymiński – President of the Management Board
