Current report 13/2026
Date of preparation: 18 March 2026
Subject: Commencement of an accelerated book-building process in connection with the public offering of new series M bearer shares of the Company. Adoption of a resolution by the Management Board to increase the share capital within the limits of the authorized capital. Conclusion of a share placement agreement.
Legal basis: Art. 17(1) MAR – confidential information.
THIS CURRENT REPORT AND THE INFORMATION CONTAINED HEREIN ARE SUBJECT TO RESTRICTIONS AND ARE NOT INTENDED FOR PUBLICATION, ANNOUNCEMENT,
DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE TERRITORY OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR OF OTHER COUNTRIES WHERE SUCH PUBLICATION, ANNOUNCEMENT, DISTRIBUTION OR TRANSMISSION WOULD BE UNLAWFUL. FURTHERMORE, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF THIS CURRENT REPORT.
The Management Board of CI Games SE (the “Company”) hereby announces the following (i) on 18 March 2026, the Company’s Management Board adopted a resolution on increasing the Company’s share capital within the limits of the authorized capital by issuing new series M ordinary bearer shares through a private placement, through a public offering, depriving the existing shareholders of the Company of all preemptive rights in relation to all series M, determining the method of setting the issue price of series M shares, applying for the admission and introduction of series M shares to trading on the regulated market operated by the Warsaw Stock Exchange, establishing the rules for offering, conducting the book-building process, subscription, and acquisition of series M shares, adopting a model agreement for the acquisition of series M shares (subscription agreement for series M shares), consent to the conclusion by CI Games SE of a placement agreement for the purposes of the offering and subscription of series M shares, and amendments to the Company’s Statute (the “Issuance Resolution”), and (ii) on 18 March 2026, the Company concluded an agreement with IPOPEMA Securities S.A. and Dom Maklerski INC S.A. (the “Managers”) for the placement of shares (the “Placement Agreement”) in connection with a public offering by way of a private subscription of no more than 38,165,000 new series M ordinary bearer shares of the Company, with a par value of PLN 0.01 (one grosz) each (the “Series M Shares”)
(the “Offering”).
The process of building the book of demand for the Series M Shares will commence immediately after the publication of this current report (the “Book Building Process”) and is scheduled to end on or about 18 March 2026. The purpose of the Book Building Process will be to offer, within the Offering, approx. 28,000,000 Series M Shares, whereby the Company may, within the Book Building Process, decide to offer a larger number of shares in the Offering taking into account the expressed demand, and the final number of the offered Series M Shares, together with the issue price and a list of investors to whom offers to subscribe for Series M Shares (indicating in particular the number of Series M Shares that will be offered for subscription by the Company)
to be determined by the Company, in consultation with the Managers upon completion of the Book Building Process. The Company will publish, in the form of a current report, information on the total number of Series M Shares that will be the subject of subscription offers made by the Company to investors.
The Offering is being conducted on the terms specified in the Issuance Resolution, §10a (1) of the Company’s Articles of Association and on the basis of the subscription rules of 18 March 2026, which constitute an appendix to this report (“Subscription Rules”).
Pursuant to the Issuance Resolution, the Company’s share capital will be increased from PLN 1,908,248.80 (one million nine hundred and eight thousand two hundred and forty-eight zlotys and eighty groszy) by an amount not lower than PLN 0.01 (one) grosz, i.e. to an amount not lower than PLN 1,908,248.81 (one million nine hundred and eight thousand two hundred and forty-eight zlotys, eighty-one groszy) and by an amount not higher than PLN 381,650.00 (three hundred and eighty-one thousand six hundred and fifty zlotys), i.e. up to an amount not higher than PLN 2,289,898.80 (two million two hundred and eighty-nine thousand eight hundred and ninety- eight zlotys and eighty groszy), through the issuance of not less than 1 (one) and not more than a maximum of 38,165,000 (thirty-eight million one hundred sixty-five thousand) Series M Shares, with the provision that the total number of Series M Shares offered for subscription and issued by the Company shall not exceed a total of 38,165,000 (thirty-eight million one hundred sixty-five thousand) shares. In addition, the Company’s Management Board states that on 18 March 2026, the Company’s Supervisory Board adopted a resolution on granting consent to deprive the existing shareholders of the Company of all their pre-emptive rights to Series M Shares issued as part of a share capital increase within the limits of the authorised capital.
Pursuant to the Placement Agreement and the Issuance Resolution, the conduct of the Offering and the admission of the Series M Shares to trading on the regulated market operated by the Warsaw Stock Exchange S.A. (“WSE”) will not require the Company to publish a prospectus or other information or an offering document within the meaning of the relevant provisions of law.
The Book Building Process will be conducted among selected investors who are (i) Eligible Investors (as defined in the Company’s Articles of Association) indicated by the Company’s Management Board, under the Priority Right (as defined in the Company’s Articles of Association), by way of a private placement within the meaning of Article 431 § 2(1) of the Act of September 15, 2000 – Commercial Companies Code (“CCC”), conducted by way of a public offering within the meaning of Article 2(d) of 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, as amended (the “Prospectus Regulation”), i.e. a public offering for which, pursuant to Article 1(4)(b) and Article 1(5)(a) of the Prospectus Regulation, no prospectus, information memorandum or any other information document is required, and (ii) pursuant to §10a(1)(l) of the Company’s Articles of Association, to the extent that the Series M Shares are not taken up by Eligible Investors under the Priority Right, the Series M Shares will be offered to investors invited to participate in the Offering (a) qualified investors within the meaning of the Prospectus Regulation or (b) qualified investors within the meaning of the Prospectus Regulation, which forms part of English law by virtue of the European Union Withdrawal Act 2018 (the European Union (Withdrawal) Act 2018) or (c) investors acquiring securities with a total value of at least EUR 100,000 per investor, in respect of whom (in each case) there is no obligation to publish a prospectus in accordance with Article 1(4)(a) or Article 1(4)(d) and Article 1(5)(a) of the Prospectus Regulation (the “Investors”), in each case exclusively outside the territory of the United States (offshore transactions) based on Regulation S issued under the U.S. Securities Act of 1933, as amended (U.S. Securities Act of 1933, as amended).
Eligible Investors who participated in the Book Building Process will be entitled to priority subscription for Series M Shares on the terms set out in the Company’s Articles of Association, the Issuance Resolution and the Subscription Rules, whereby, as part of the Book Building Process, the Series M Shares will be initially allocated according to the following rules: (i) each Eligible Investor who, in the Book Building Process, submitted a declaration to subscribe for Series M Shares at a price not lower than the issuance price will be initially allocated Series M Shares to which they are entitled under the Priority Right; (ii) secondly, i.e. after the initial allocation in accordance with point (i) above, the Company’s Management Board may, at its own discretion and after consultation with the Managers, initially allocate Series M Shares for which Eligible Investors have not submitted declarations in the Book-Building Process under their Priority Right, to Investors
who are eligible to participate in the Offering on the terms specified in the Issuance Resolution and the Subscription Rules.
Immediately after disclosing information about the total number of Series M Shares that will be the subject of subscription offers made by the Company to investors, the Company will proceed to conclude subscription agreements for Series M Shares with investors (and Managers concluding subscription agreements on behalf of investors, if applicable) from the preliminary allocation list, and the investors (or Managers concluding subscription agreements on behalf of investors, as the case may be) will be required to pay the issue price for the Series M Shares they are subscribing for.
The selection of investors to whom offers to subscribe for Series M Shares will be made by way of a private placement within the meaning of Article 431 § 2(1) of the Commercial Companies Code will be made taking into account the results of the Book Building Process. Invited investors who have participated in the Book Building Process will submit to the Managers subscription declarations in respect of Series M Shares, containing, in particular, information on the number of Series M Shares that a given investor is prepared to subscribe for at a given issue price. In order to participate in the Book Building Process, each investor should conclude (unless they are already a party to such agreement) an appropriate agreement for the acceptance and transmission of
orders with the Manager to whom the investor intends to submit declarations to subscribe for Series M Shares. Pursuant to the Placement Agreement, the Managers have undertaken to provide services to the Company for the placement of Series M Shares on the terms specified in that agreement, and, in particular, to exercise due diligence in order to attract potential investors. The Placement Agreement does not constitute an obligation on the part of the Managers to subscribe for, acquire or guarantee the issuance of any financial instruments (including Series M Shares) and does not guarantee the preparation or implementation of the introduction of the Company’s financial instruments to an organized trading system, the conduct of the Offering or the placement
of any part of other financial instruments of the Company. The Placement Agreement contains such standard conditions precedent pertaining to the Managers’ obligations as are found in agreements of this type concluded in connection with transactions similar to the Offering, including conditions related to the occurrence of force majeure events and the occurrence of material adverse changes in the Company’s situation, and specifies grounds for its termination that are typical for agreements of this kind. Pursuant to the Placement Agreement, each of the Managers is entitled to terminate it in the cases specified therein, including, in particular, in a situation where any of the Company’s representations or warranties made in the Placement Agreement prove to
be inconsistent with actual factual or legal circumstances, or where the situation on the financial markets changes significantly, adversely affecting the possibility of conducting the Offering. The Placement Agreement also contains representations and warranties concerning the Company and its business to the extent typically provided by issuers of securities in agreements of this type that are entered into in connection with transactions similar to the Offering. The Placement Agreement is governed by Polish law and is subject to the jurisdiction of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw. Under the terms of the Placement Agreement, the Managers as well as other persons specified in the Placement Agreement will be released from
liability and the obligation to perform in respect of certain claims, obligations, or costs that may be claimed from or raised by the Managers or other designated persons in connection with the Placement Agreement or the Offering (indemnification clause).
Subject to standard exclusions, the Company undertook in the Placement Agreement, among other things, not to issue or offer any securities of the Company and not to acquire the Company’s own shares from the date of the conclusion of the Placement Agreement until the expiry of a period of 90 days from the date of the conclusion by the Managers and the Company of a pricing supplement to the Placement Agreement (the “Pricing Supplement”) (“Lock-Up Restrictions”). In connection with the Offering, the Lock-Up Restrictions will also apply to the members of the management board of the Company with respect to the shares of the Company held by them, subject to the exclusions specified in the Placement Agreement.
Immediately after the closing of the subscription period and of payment for the Series M Shares, the Company’s Management Board will submit an application to the registry court for registration of the increase in the Company’s share capital, and immediately after such registration has been completed, the Company’s Management Board will take steps to register the Series M Shares with the depository maintained by Krajowy Depozyt Papierów Wartościowych S.A. (National Depository for Securities) as well as to admit and introduce the Series M Shares to trading on the regulated market operated by the WSE.
IPOPEMA Securities S.A. and Dom Maklerski INC S.A. are acting as managers and co-bookrunners in connection with the Offering and the subscription for Series M Shares. IPOPEMA Securities S.A. will also act as the Settlement Agent.
The Company intends to allocate the net proceeds as will accrue from the issuance of the Series M Shares for the purposes of, in particular, diversifying sales and distribution channels for the Company’s products, reducing the risks arising from the concentration of revenues in individual distribution channels, and increasing flexibility in the commercialization of products, including pricing and promotional models. The issuance of the shares within the authorized share capital will allow the Company to make the pace at which key projects are implemented independent of current cash flows and will increase its ability to actively shape its distribution strategy in segments characterized by high sales concentration.
LEGAL DISCLAIMERS
This current report has been prepared in accordance with the requirements of Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, and Article 56(1)(2) of the Act of 29 July 2005, on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
This current report contains or may contain certain forward-looking statements relating to the Company’s current expectations and predictions regarding future events. These statements, which sometimes use words such as “aim,” “predict,” “be convinced,” “intend,” “plan,” “estimate,” “expect,” and words of similar meaning, reflect the beliefs and expectations of the Company’s Management Board and involve a number of risks, uncertainties, and assumptions that may occur in the future, are beyond the Company’s control, and may cause actual results and achievements to differ materially from any expected results or achievements expressed or implied in forward-looking statements. Statements contained in this current report regarding past trends or
actions should not be construed as indicating that such trends or actions will continue in the future. The information contained in this current report is subject to change without notice and, except as required by applicable law, the Company is not responsible for and does not undertake to publicly update or revise any forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which reflect only the beliefs as of the date of publication of this current report. None of the statements contained in this current report constitute or are intended to constitute a forecast or estimate of earnings, nor are they intended to suggest that the Company’s earnings in the current or any future fiscal year will match or exceed the Company’s historical or published earnings. In view of the aforementioned risks, uncertainties, and assumptions, the recipient should not place undue reliance on forward-looking statements as
a prediction of actual results or otherwise.
This current report is for informational purposes only, fulfills the disclosure obligations to which the Company is subject as a public company whose shares are admitted to and traded on the regulated market operated by the WSE, and (i) is not made available for the purpose of directly or indirectly promoting the acquisition or subscription of the Company’s securities or encouraging, directly or indirectly, to acquire or subscribe for them, and (ii) does not constitute advertising or promotional material prepared or published by the Company for the purpose of promoting the Company’s securities, their subscription, purchase or offer, or for the purpose of encouraging investors, directly or indirectly, to acquire or subscribe for such securities.
This current report is not an advertisement within the meaning of Article 22 of the Prospectus Regulation.
This current report and the information contained herein are not intended for publication, announcement, or distribution, directly or indirectly, in the territory of or to the United States of America, Australia, Canada, Japan, South Africa or in other countries where the public dissemination of the information contained in this current report may be subject to restrictions or prohibited by law. The securities referred to in this current report have not been and will not be registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act of 1933) and may not be offered or sold in the United States of America, except in transactions not subject to the registration requirements of the U.S. Securities Act or pursuant to an exemption from such
registration requirements. This current report does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or sell any securities in any jurisdiction.
This current report and the terms described herein may not form the basis for any action by persons other than Eligible Investors or Investors. Any investments or investment activities referred to in this current report and the terms and conditions described therein are only relevant to Eligible Investors or Investors. The Managers, apart from any obligations and liabilities that may be imposed on the Managers under applicable law, its affiliates or representatives do not and will not assume any responsibility and make no representations or warranties, express or implied, as to the accuracy or completeness of this current report.
In particular, the Managers shall not be liable to anyone other than the Company in the context of providing protection to their clients or providing advice on the Series M Share offering to entities other than the Company.
The distribution of information about the Series M Shares offering, including this current report, may be restricted by law in certain jurisdictions. Neither the Company nor its affiliates have taken any action that could or is intended to enable the Series M Shares offering to be conducted in any jurisdiction, or to cause any offer or advertising material relating to the Series M Shares, including this current report, to be held or distributed in any jurisdiction where action is required for that purpose.
This current report does not identify or suggest, nor is it intended to identify or suggest, the risks (direct or indirect) that may be associated with an investment in Series M Shares. Any investment decisions regarding the subscription or purchase of Series M Shares in the offering of such shares must be made solely on the basis of publicly available information that has not been independently verified by the Managers.
This current report does not constitute a recommendation regarding an investor’s decision regarding the offering of Series M Shares. Each investor or potential investor should conduct its own research, analysis, and evaluation of publicly available information, including that described in this current report.
