CI GAMES S.E.: Żądanie Akcjonariusza dotyczące umieszczenia określonych spraw w porządku obrad Zwyczajnego Walnego Zgromadzenia CI Games SE oraz zgłoszone projekty uchwał

Current Report No.  22/20239
June 2023

Current and periodic information

Subject: Shareholder’s request to put certain
matters on the agenda of the Annual General Meeting of CI Games SE and
submitted draft resolutions

The Management Board of CI Games SE with its
registered office in Warsaw (the “Company”), in reference to the current
report No. 20/2023 of June 2, 2023, informs about receiving on 7 June
2023, under Art. 401 § 1 of the Commercial Companies Code, from Mr.
Marek Tymiński, that is a shareholder representing at least one
twentieth of the Company’s share capital, i.e. holding 53 083 570 shares
in the Company’s share capital, which constitutes 29.02% of the total
number of votes at the General Meeting of the Company, a request to put
certain matters on the agenda of the Ordinary General Meeting of the
Company convened for June 29, 2023 (the “Request”).

The Request concerns the inclusion in agenda item 9
of four new items (i.e. points j to m) on the following issues:

a)      
a) appointment of a Member of the
Supervisory Board of CI Games SE,

b)     
b) establishing an incentive program
addressed to key employees and associates of the CI Games Capital Group,
including Members of the Management Board of CI Games SE,

c)      c)
issue of series D subscription warrants
with the right to subscribe for series K shares with the exclusion of
the pre-emptive rights of the existing shareholders, conditional
increase of the Company’s share capital with the exclusion of the
pre-emptive rights of the existing shareholders, amendment of the
Company’s Articles of Association and consent to registration of series
D subscription warrants and series K shares in the National Depository
for Securities and applying for admission and introduction of series K
shares to trading on the market regulated by the Warsaw Stock Exchange,

d)     
d) issue of convertible bonds,
deprivation of the Company’s shareholders’ pre-emptive rights to series
F convertible bonds, conditional increase of the Company’s share
capital, deprivation of the pre-emptive right of series L shares in full
and amendment of the Company’s Articles of Association.

In connection with the Request, the agenda of the
Annual General Meeting of the Company convened for June 29, 2023, after
supplementing the above-mentioned matters, is as follows:

1) Opening of the Annual General Meeting,

2) Election of the Chairman of the Annual General
Meeting,

3) Confirmation of the correctness of convening
the Annual General Meeting and its ability to adopt binding resolutions,

4) Adoption of
the agenda,

5) Consideration of the report of the Management
Board of CI Games SE on the activities of CI Games SE for 2022,
consideration of the financial statements of CI Games SE for the year
ended 31 December 2022 and the Management Board’s motion regarding the
disposal of the profit generated by CI Games SE in 2022,

6) Consideration of the report of the Management
Board of CI Games SE on the activities of the CI Games Capital Group for
2022 and the consolidated financial statements of the CI Games Capital
Group for the year ended December 31, 2022,

7) Consideration of the report of the Supervisory
Board of CI Games SE containing the results of the evaluation of: the
financial statements of CI Games SE for the year ended 31 December 2022,
the Management Board’s report on the activities of CI Games SE for 2022,
the Management Board’s motion regarding the disposal of the profit
generated by CI Games SE in 2022 and the report on the activities of the
Supervisory Board as a body of CI Games SE in 2022,

8) Consideration of the report of the Supervisory
Board of CI Games SE on the remuneration of Members of the Management
Board and Supervisory Board of CI Games SE for the financial year 2022
together with the report of an independent statutory auditor regarding
this report,

9) Adoption of resolutions on:

a) approving the report of the Management Board of
CI Games SE on the activities of CI Games SE for 2022

b) approval of the financial statements of CI
Games SE for the year ended 31 December 2022,

c) approval of the report of the Management Board
of CI Games SE on the activities of the CI Games Capital Group for 2022,

d) approval of the consolidated financial
statements of the CI Games Capital Group for the year ended 31 December
2022

e) approving the report of the Supervisory Board
of CI Games SE on its activities for 2022

f) regulation of
the profit generated by CI Games SE in 2022

g) granting discharge to the Members of the
Management Board of CI Games SE for the performance of their duties in
2022

h) granting discharge to the Members of the
Supervisory Board of CI Games SE for the performance of their duties in
2022

i) express an opinion on the report of the
Supervisory Board of CI Games SE on the remuneration of Members of the
Management Board and Supervisory Board of CI Games SE for the financial
year 2022

j) appointment of a Member of the Supervisory
Board of CI Games SE,

k) establishing
an incentive program addressed to key employees and associates of the CI
Games Capital Group, including Members of the Management Board of CI
Games SE,

l) issue of series D subscription warrants with
the right to subscribe for series K shares with the exclusion of the
pre-emptive rights of the existing shareholders, conditional increase of
the Company’s share capital with the exclusion of the pre-emptive rights
of existing shareholders, amendment of the Company’s Articles of
Association and consent to registration of series D subscription
warrants and series K shares in the National Depository for Securities
and applying for admission and introduction of series K shares to
trading on the market regulated by the Warsaw Stock Exchange,

m) issue of convertible bonds, deprivation of the
Company’s shareholders’ pre-emptive rights to series F convertible
bonds, conditional increase of the Company’s share capital, deprivation
of the pre-emptive right of the Company’s shareholders of series L
shares in their entirety and amendments to the Company’s Articles of
Association,

10) Free motions

11) Closing of the Annual General Meeting.

In connection with the Request, the above-mentioned
shareholder also presented draft relevant resolutions of the Ordinary
General Meeting of the Company with respect to the added sub-items of
the agenda, the content of which is attached to this report.

Detailed legal basis: §19 (1)(3) and (4) of the
Regulation of the Minister of Finance of 29 March 2018 on current and
periodic information published by issuers of securities and conditions
for recognising as equivalent information required by the laws of a
non-member state (Journal of Laws of 2018, item 757).

Marek Tymiński – President of the Management Board

David Broderick – Vice-President of the Management
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.

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