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Current 2024

CI GAMES SE (14/2024) Conclusion of a significant agreement with a shareholder

By 19 April 2024April 22nd, 2024No Comments

Current report number: 14/2024

Date: 19 April 2024

Legal basis: Art. 17 section 1 of MAR – inside information

Subject: Conclusion of a significant agreement with a shareholder

The Management Board of CI Games SE with its registered office in Warsaw (the “Company“), hereby announces that on 19 April 2024, the Company entered into an agreement with shareholder Active Ownership Fund SICAV-FIS SCS (“AOF“) and Trigon Dom Maklerski S.A.(“TDM“) a conditional agreement concerning AOF’s subscription for new issue series M shares (the “Agreement“). Pursuant to the Agreement, AOF undertook to enter into an agreement with the Company to subscribe for series M shares for a total issue price equivalent to EUR 6,000,000, in accordance with the Subscription Rules as announced by the Company in Current Report No. 13/2024 dated 19 April 2024 (the “Subscription Rules“), subject to the completion of the book-building process in accordance with the Subscription Rules and the conclusion of a pricing agreement between the parties by 26 April 2024, including a final subscription price satisfactory to AOF but not higher than PLN 1.80 per share (the “Pricing Agreement“).

In addition, in accordance with the Agreement, the Company agreed to submit a request for early redemption of series F bonds subscribed by AOF, of which the Company reported in current report No. 31/2020 dated 20 July 2023 (the “Bonds“). The Company’s early redemption of the Bonds will take place subject to the registry court’s approval of an increase in the Company’s share capital pursuant to Resolution No. 3/1/2024 of the Extraordinary General Meeting of 21 March 2024 on increasing the Company’s share capital through the issuance of series M shares, the adoption of which was announced by the Company in current report No. 8/2024 of 21 March 2024 (“Registration of the Increase”).

Subject to the execution of the Pricing Agreement, AOF has also agreed to make a lock-up declaration with respect to the series M shares subscribed by AOF in accordance with the Subscription Rules, which will remain in effect for a period of 6 months from the date of the Registration of the Increase.

The Company will announce the fulfillment of the conditions of the Agreement in a separate current report.

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