CI GAMES S.A.: Drugie zawiadomienie akcjonariuszy o zamiarze przekształcenia spółki CI Games Spółki Akcyjnej z siedzibą w Warszawie w Spółkę Europejską (SE)

Current
report number:
21/2022Date: 19
August 2022

Legal
basis: Other
regulations

Subject: Second
notification to shareholders of the intention to transform the company
CI Games Spółka Akcyjna with its registered office in Warsaw into a
European Company (SE)

The Management Board of CI Games, S.A. with its
registered office in Warsaw (the “Company” or the “Company
to be Converted”), acting pursuant to Article 560 § 1 of the
Commercial Companies Code in conjunction with Article 21(1) of the Act
of 4 March 2005 on the European Economic Interest Grouping and the
European Company (Journal of Laws of 2022, item 259, as amended; the “Act”),
notifies shareholders of the intention to convert the Company into a
European Company (SE) (the “Converted Company”), which will
take place pursuant to Article 552 et seq. of the Commercial Companies
Code in conjunction with Article 21(1) of the Act and pursuant to
Article 2(4) and Article 37 of Council Regulation (EC) No. 2157/2001 of
8 October 2001 on the Statute for a European Company (SE) (Journal of
Laws of the European Union L No. 294, p. 1, as amended; the “Regulation”),
i.e. by transforming a Polish public limited company that has had a
subsidiary under the law of another Member State of the European Union
for at least two years into a European public limited company (the “Conversion”).

Pursuant to Articles 552 and 553 of the Commercial
Companies Code in conjunction with Article 21(1) of the Act, on the date
of entry of the Conversion into the Register of Entrepreneurs of the
National Court Register by the registry court competent for the
Registered Office of the Company (the “Conversion Date”),
the Converted Company will be entitled to all rights and obligations of
the Company to be Converted, and all assets and liabilities of the
Company will become assets and liabilities of the Converted Company
(upon continuation principle). In particular, the Converted Company will
remain the subject of permits, concessions and reliefs that were granted
to the Company before the Conversion, unless the Act or the decision to
grant a permit, concession or relief provides otherwise. On the
Conversion Date, the shareholders of the Company to be Converted will
automatically become, by virtue of the Act, shareholders of the
Converted Company.On 4th August 2022,
the Management Board of the Company has drawn up the Draft Terms of the
Conversion of the Company, which will be submitted to the General
Meeting of the Company for approval (the “Draft Terms of
Conversion”).

Pursuant to Article 37(7) of the Regulation, the
Conversion requires a resolution of the General Meeting of the Company.
In accordance with the Draft Terms of Conversion, the General Meeting of
the Company convened on 5th September 2022 at 11.00 a.m. will
be submitted to adopt a resolution on the Conversion, including a
resolution regarding the approval of the Draft Terms of Conversion,
determining the text of the Statutes of the Converted Company (consent
to the wording of the Statutes of the Converted Company) and appointing
members of the Administrative Board of the Converted Company (the “Resolution
on Conversion”). In order to adopt the Resolution on
Conversion, the Management Board of the Company convened the General
Meeting in the manner provided for in the provisions of the Commercial
Companies Code and the Company’s Statutes.

The Draft Terms of Conversion and other documents
published by the Company in connection with the Conversion, including:

1. Draft Resolution on Conversion, which will be
submitted for adoption to the General Meeting of the Company;

2. Draft Statutes of the Converted Company;

3. Valuation of assets (assets and liabilities) of
the Company to be Converted, referred to in Article 558 § 2 point 3 of
the Commercial Companies Code in conjunction with Article 21(1) of the
Act;

4. Report of the Management Board of the Company
explaining and justifying the legal and economic aspects of the
Conversion and indicating the implications for the Company’s
shareholders and for the Company’s employees of the adoption of the form
of an SE, referred to in Article 37(4) of the Regulation;

5. Auditor’s opinion referred to in Article 37(6) of
the Regulation,

– will be available continuously (in an electronic
version, with the possibility of printing them) until the end of the
General Meeting adopting the Resolution on Conversion on the Company’s
website in the “Investor Relations” section, in the “Transformation of
the Company” tab, at the address https://www.cigames.com/en/investor-relations/61893-2/.
Shareholders may also consult the documents relating to the Conversion
from 5th August 2022 at the Company’s registered office, at
Rondo Ignacego Daszyńskiego 2B in Warsaw (The Warsaw Hub).

This notification is the second notification of the
Company’s shareholders within the meaning of Article 560 § 1 of the
Commercial Companies Code in conjunction with Article 21(1) of the Act.

This current report was prepared on the basis of
art. 560 § 1 of the Act of 15 September 2000 – Commercial Companies Code
(Journal of Laws of 2022, item 1467, as amended) in conjunction with
Article 21(1) of the Act of 4 March 2005 on the European economic
interest grouping and the European company (Journal of Laws of 2022,
item 259, as amended).

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.

Reakcja

0%0Pozytywnie0%0Neutralnie 0%0Negatywnie

Twoje emocje

0%0Lubię to!

0%0Super0%0Ekscytujący 0%0Ciekawy0%0Smieszny0%0Smutny0%0Wściekły0%0Przerażony0%0Szokujący0%0Wzruszający0%0Rozczarowany0%0Zaskoczony

Co sądzisz?

0%0Prawda0%0Manipulacja0%0Fake news

0

0Ulub

Oryginalne źródło ZOBACZ