Current report no. 49/2020
December 14th, 2020
„Registration of amendments of CI Games S.A. articles of association by the court”
The Management Board of CI Games S.A. with a registered office in Warsaw (“the Company”) would like to inform that the Company has received today decision of the Company’s court of registration – District Court for the City of Warsaw in Warsaw, 12th Corporate Affairs Department of the National Court Register dated November 27, 2020, whereby the court of registration has registered amendments to the Company’s Articles of Association adopted through resolution no. 5/2/2020 of the Extraordinary General Meeting of CI Games S.A. dated October 9th, 2020. The relevant amendments of the Articles of Association relate to § 10a of the Company’s Articles of Association, which were amended as follows:
- „The Company’s Management Board is authorized to increase the initial capital by an amount not exceeding PLN 318,330.25 zł (three hundred eighteen thousand, three hundred and thirty zloty and twenty five grosze). This authorization does not include authorization to increase the initial capital using own resources of the Company.
- Upon examination of the Company’s needs, the Company’s Management Board may exercise the authorization referred to in clause 1 above by making one or several increases of the Company’s initial capital upon receiving, in each instance, prior approval of the Company’s Supervisory Board.
- Management Board’s authorization to increase the Company’s initial capital as part of authorized capital expires 3 (three) years from the date of registration of amendments to these Articles of Association in the corporate register, made pursuant to resolution of the Extraordinary General Meeting no. 3/2/2018 dated September 27th, 2018, amended by resolution of the Extraordinary General Meeting no. 5/2/2020 dated October 9th, 2020.
- The Company’s Management Board may issue shares in return for cash or non-cash contribution upon acceptance by the Company’s Supervisory Board. The Company’s Management Board may not issue preferred shares or grant shareholders personal rights referred to in provisions of article 354 of the Code of Commercial Companies dated September 15th, 2000.
- The Management Board is authorized to set the issuing price of new shares, determine the size of the issue and determine the entities authorized to purchase new shares. Management Board resolutions taken up based on authority arising from this clause 5 require, in each case, prior agreement of the Company’s Supervisory Board.
- Management Board resolution taken up within the authorization set in clause 1 replaces General Meeting resolution on the increase of initial capital and has to be drafted as a notarized deed to be valid.
- Within limits of the existing law, the Management Board makes independent decisions about all other matters related to the increase of the Company’s initial capital as part of authorized capital within this authorization. In particular, but not exclusively, the Management Board is authorized to do the following:
- Sign underwriting or firm commitment underwriting agreements or other agreements securing the success of the stock issue;
- Determine the ultimate number of shares offered to investors upon completion of the bookbuilding process;
- Set the dates and amounts of payments for shares
- Sign share subscription agreements;
- Take up resolutions and perform other actions towards dematerialization of shares and sign agreements on the registration of shares, rights to shares or subscription rights with Krajowy Depozyt Papierów Wartościowych S.A.;
- Take up resolutions or perform other actions regarding the issue of shares through a public offering or seeking admission or shares, rights to shares or subscription rights respectively to trading on a regulated market.
- Approval by the Company’s Supervisory Board referred to in clause 2 and clause 5 above should be made in the form of a resolution taken up pursuant to rules set in these Articles of Association and to relevant regulations of the common law.
- Upon prior approval of the Supervisory Board, the Company’s Management Board may exclude or restrict the pre-emptive subscription right to new shares in the Company by existing shareholders (subscription right) relating to the increase of initial capital as part of authorization to increase the Company’s initial capital within the limits of authorized capital, granted to the Company’s Management Board in this article of the Articles of Association. Supervisory Board’s approval should be granted each time prior to every increase of the Company’s initial capital as part of authorized capital. Clause 8 above applies to the relevant approval by the Company’s Supervisory Board.”.
Unified text of the Company’s Articles of Association incorporating the above changes will be adopted by the Company’s Supervisory Board.
Detailed legal basis: § 6 in connection with § 5 clause 1 of the Regulation of the Minister of Finance of March 29th, 2018 on current and periodical information provided by issuers of securities and the terms and conditions for information required by legal provisions of a non-member state recognized as equivalent (Journal of Laws of 2018 item 757).
Marek Tymiński – President of the Management Board