{"id":62881,"date":"2022-12-29T00:01:46","date_gmt":"2022-12-28T23:01:46","guid":{"rendered":"https:\/\/www.cigames.com\/?p=62881"},"modified":"2022-12-29T00:11:32","modified_gmt":"2022-12-28T23:11:32","slug":"34-2022-first-notification-of-shareholders-about-the-intention-to-transform-the-company-ci-games-spolka-akcyjna-with-its-registered-office-in-warsaw-into-a-european-company-se","status":"publish","type":"post","link":"https:\/\/cigames.com\/en\/34-2022-first-notification-of-shareholders-about-the-intention-to-transform-the-company-ci-games-spolka-akcyjna-with-its-registered-office-in-warsaw-into-a-european-company-se\/","title":{"rendered":"35\/2022 \u201cFirst notification of shareholders about the intention to transform the company CI Games Sp\u00f3\u0142ka Akcyjna with its registered office in Warsaw into a European Company (SE)”"},"content":{"rendered":"

Current report number:<\/strong> 35\/2022<\/p>\n

Date:<\/strong> 28 December 2022<\/p>\n

Legal basis:<\/strong>\u00a0Other regulations<\/p>\n

Subject:<\/strong> First notification of shareholders about the intention to transform the company CI Games
\nSp\u00f3\u0142ka Akcyjna with its registered office in Warsaw into a European Company (SE)<\/p>\n

The Management Board of CI Games, S.A. with its registered office in Warsaw (the \u201cCompany\u201d or the
\n\u201cCompany to be Converted\u201c), acting pursuant to Article 560 \u00a7 1 of the Commercial Companies Code
\nin conjunction with Article 21(1) of the Act of 4 March 2005 on the European Economic Interest
\nGrouping and the European Company (Journal of Laws of 2022, item 259, as amended; the \u201cAct\u201c),
\nnotifies shareholders of the intention to convert the Company into a European Company (SE) (the
\n\u201cConverted Company\u201c), which will take place pursuant to Article 552 et seq. of the Commercial
\nCompanies Code in conjunction with Article 21(1) of the Act and pursuant to Article 2(4) and Article
\n37 of Council Regulation (EC) No. 2157\/2001 of 8 October 2001 on the Statute for a European
\nCompany (SE) (Journal of Laws of the European Union L No. 294, p. 1, as amended; the
\n\u201cRegulation\u201c), i.e. by transforming a Polish public limited company that has had a subsidiary under
\nthe law of another Member State of the European Union for at least two years into a European
\npublic limited company (the \u201cConversion\u201c).<\/p>\n

Pursuant to Articles 552 and 553 of the Commercial Companies Code in conjunction with Article
\n21(1) of the Act, on the date of entry of the Conversion into the Register of Entrepreneurs of the
\nNational Court Register by the registry court competent for the Registered Office of the Company
\n(the \u201cConversion Date\u201c), the Converted Company will be entitled to all rights and obligations of the
\nCompany to be Converted, and all assets and liabilities of the Company will become assets and
\nliabilities of the Converted Company (upon continuation principle). In particular, the Converted
\nCompany will remain the subject of permits, concessions and reliefs that were granted to the
\nCompany before the Conversion, unless the Act or the decision to grant a permit, concession or relief
\nprovides otherwise. On the Conversion Date, the shareholders of the Company to be Converted will
\nautomatically become, by virtue of the Act, shareholders of the Converted Company.<\/p>\n

On 23 December 2022, the Management Board of the Company has drawn up the Draft Terms of the
\nConversion of the Company, which will be submitted to the General Meeting of the Company for
\napproval (the \u201cDraft Terms of Conversion\u201c).<\/p>\n

Pursuant to Article 37(7) of the Regulation, the Conversion requires a resolution of the General
\nMeeting of the Company. In accordance with the Draft Terms of Conversion, the General Meeting of
\nthe Company will be submitted to adopt a resolution on the Conversion, including a resolution
\nregarding the approval of the Draft Terms of Conversion, determining the text of the Statutes of the
\nConverted Company (consent to the wording of the Statutes of the Converted Company) and
\nappointing members of the Management Board of the Converted Company (the \u201cResolution on
\nConversion\u201c). In order to adopt the Resolution on Conversion, the Management Board of the
\nCompany will convene the General Meeting in the manner provided for in the provisions of the
\nCommercial Companies Code and the Company\u2019s Statutes.<\/p>\n

The Draft Terms of Conversion and other documents published by the Company in connection with
\nthe Conversion, including:<\/p>\n

(1) Draft Resolution on Conversion, which will be submitted for adoption to the General Meeting
\nof the Company,<\/p>\n

(2) Draft Statutes of the Converted Company,<\/p>\n

(3) Valuation of assets (assets and liabilities) of the Company to be Converted, referred to in
\nArticle 558 \u00a7 2 point 3 of the Commercial Companies Code in conjunction with Article 21(1) of the
\nAct,<\/p>\n

(4) Report of the Management Board of the Company explaining and justifying the legal and
\neconomic aspects of the Conversion and indicating the implications for the Company\u2019s shareholders
\nand for the Company\u2019s employees of the adoption of the form of an SE, referred to in Article 37(4) of
\nthe Regulation,<\/p>\n

(5) Auditor\u2019s opinion referred to in Article 37(6) of the Regulation<\/p>\n

\u2013 will be available continuously (in an electronic version, with the possibility of printing them) until
\nthe end of the General Meeting adopting the Resolution on Conversion on the Company\u2019s website in
\nthe \u201cInvestor Relations\u201d section, in the \u201cTransformation of the Company\u201d tab, at the address
\nhttps:\/\/cigames.com\/en\/investor-relations\/61893-2\/. Shareholders may also consult the
\ndocuments relating to the Conversion from 29 December 2022 at the Company\u2019s registered office, at
\nRondo Ignacego Daszy\u0144skiego 2B in Warsaw (The Warsaw Hub).<\/p>\n

This notification is the first notification of the Company\u2019s shareholders within the meaning of Article
\n560 \u00a7 1 of the Commercial Companies Code in conjunction with Article 21(1) of the Act.<\/p>\n

This current report was prepared on the basis of art. 560 \u00a7 1 of the Act of 15 September 2000 \u2013
\nCommercial Companies Code (Journal of Laws of 2022, item 1467, as amended) in conjunction with
\nArticle 21(1) of the Act of 4 March 2005 on the European economic interest grouping and the
\nEuropean company (Journal of Laws of 2022, item 259, as amended).<\/p>\n

The Management Board:<\/strong><\/p>\n

Marek Tymi\u0144ski \u2013 President of the Management Board<\/strong><\/p>\n

David Broderick \u2013 Vice-President of the Management Board<\/strong><\/p>\n

Disclaimer:<\/strong>\u00a0This English language translation may contain certain discrepancies. In case of any
\ndifferences between the Polish and the English versions, the Polish version shall prevail.<\/p>\n

 <\/p>\n

Attachments:<\/strong><\/p>\n

Draft Terms of Conversion<\/a><\/p>\n

Draft Resolution Attachment no 1 to\u00a0Draft Terms of Conversion<\/span><\/a><\/p>\n

Statutes of CI Games SE Attachment no 2 to Draft Terms of Conversion<\/a><\/p>\n

Valuation of assets_Attachment 3 to Terms of Conversion<\/a><\/p>\n

Management Board Report Attachment no 4 to Draft Terms of Conversion<\/a><\/p>\n

 <\/p>\n","protected":false},"excerpt":{"rendered":"

Current report number: 35\/2022 Date: 28 December 2022 Legal basis:\u00a0Other regulations Subject: First notification of shareholders about the intention to transform the company CI Games Sp\u00f3\u0142ka Akcyjna with its registered…<\/p>\n","protected":false},"author":4,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[53,133,52],"tags":[],"class_list":{"0":"post-62881","1":"post","2":"type-post","3":"status-publish","4":"format-standard","6":"category-current","7":"category-current-2022","8":"category-reports"},"_links":{"self":[{"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/posts\/62881","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/users\/4"}],"replies":[{"embeddable":true,"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/comments?post=62881"}],"version-history":[{"count":0,"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/posts\/62881\/revisions"}],"wp:attachment":[{"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/media?parent=62881"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/categories?post=62881"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/cigames.com\/en\/wp-json\/wp\/v2\/tags?post=62881"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}