Current Report No.28/2023
Date:14 July 2023
Legal Basis:Art. 17(1) of the MAR Regulation
Subject:Issuance of F Series Convertible Bonds
The Management Board of CI Games SE with its registered seat in Warsaw(the "Company") informs
that on 14 July 2023, the Management Board adopted a resolution on theissuance of registered series
F bonds, convertible into ordinary bearer shares of the Company seriesL, with a total nominal value of
the Bonds up to EUR 6,000,000 (six million euro) (the "Bonds"), with anominal value of EUR 100,000
(one hundred thousand euro) each Bond.
The conversion of the Bonds into series L shares will take place on theterms set out in Resolution No.
23/2/2023 of the Ordinary General Meeting of the Company of June 29,2023 "on the issue of
convertible bonds, depriving the Company's shareholders in full of thepre-emptive right to convertible
bonds, conditional increase of the Company's share capital, deprivingthe Company's shareholders of
the pre-emptive right to series L shares in full and amending theCompany's Articles of Association"
and in the Terms of Issuance of Bonds.
The Bonds will bear interest. The interest rate will be fixed and willamount to 8% (eight percent).
Detailed terms of interest payment, including its amount and length ofinterest periods, are specified
in the Terms of Issuance of the Bonds. The bondholder has the right todemand early redemption of
the Bonds in the cases specified in the Terms of Issuance of the Bonds.
The date of issue of the Bonds will be the day specified in the Terms ofIssuance of the Bonds, i.e. the
date on which the Bonds were first recorded in the register kept by theissue agent, in accordance with
the relevant provisions of Polish common law. The redemption date of theBonds will fall on the first
anniversary of the date of issuance of the Bonds, subject to thepossibility of their early redemption,
on the terms set out in the Terms of Issuance of the Bonds.
The Bonds will be offered on the terms set out in the invitation topurchase Bonds, which will be
addressed to a qualified investor within the meaning of Article 2(e) ofRegulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on theprospectus to be published when
securities are offered to the public or admitted to trading on aregulated market and repealing
Directive 2003/71/EC (OJ 2017/1129). EU. L 2017 No. 168, p. 12, asamended; "Regulation
2017/1129"), therefore, in accordance with Regulation 2017/1129, theissuance of Bonds does not
require the publication of a prospectus or information memorandum.
The objective of the Bonds issuance within the meaning of Article 32 ofthe Act on Bonds of 15 January
2015 is to develop the Issuer's business operations.
The Management Board of the Company considered it justified to classifythis information as
confidential within the meaning of Article 7(1) of the MAR Regulation.