Transaction date:
16 June 2022
Business name of the related party with which a material transaction is made:
The transaction parties are companies incorporated under US laws: CD PROJEKT Inc. (“CDP INC”) and CD PROJEKT SILVER Inc. (“SILVER”), (“Transaction”).
Description of the relationships between the Company and its related party with which a material transaction is made:
The Company holds 100% of shares and voting rights in CDP INC. Mr. Jeremiah Cohn performs the functions of a member of the Company’s management board, one of the three directors of CDP INC, and the sole director of SILVER.
Transaction value:
USD 15,000
Information needed to evaluate whether the transaction was made at arm’s length and whether it is justified by the interest of the Company and of the shareholders that are not related parties, including minority shareholders:
The Transaction subject is the acquisition by CDP INC of 100% of shares in SILVER’s capital. SILVER is a company that from its incorporation to the Transaction date did not carry out any business operations, and did not have any non-financial assets or any employees. SILVER is entitled to issue 20,000 authorized shares. The shares in SILVER were acquired within the Transaction in order to facilitate the implementation of the CD PROJEKT Group’s business strategy and its projects carried out in the United States.
The Transaction value does not differ from values of acquisitions of shares in similar companies in this geographic region (State of California). The Transaction was carried out under US law, at arm’s length, on conditions typical for such transactions.
The Transaction is justified by the interests of the Company, the CD PROJEKT Group, the companies-parties thereto, and shareholders that are not related parties, including minority shareholders.
“MATERIAL TRANSACTIONS”
A public company presents information about material transactions on its website.
A material transaction* is a transaction carried out by a public company with its related party**, the value of which exceeds 5% of the public company’s total assets***.
However, the following transactions are excluded:
(i) transactions concluded at arm’s length as part of the company’s ordinary operations;
(ii) transactions concluded by the company with its subsidiary, if the company is the sole shareholder of the subsidiary with which the transaction is entered into;
(iii) transactions connected with the payment of fees due to the members of the management board or supervisory board in accordance with the pay policy adopted by the company;
(iv) transactions that a public company reports under article 17 section 1 of the Market Abuse Regulation.
The reporting obligation also covers transactions entered into by a company’s related party with a company’s subsidiary, if the transaction value exceeds 5% of the subsidiary’s total assets***.
Other applicable principles can be found in chapter 4b of the Polish Act on Public Offerings and Conditions of Introducing Financial Instruments to an Organized Trading System and on Public Companies dated 29 July 2005 (Journal of Laws of 2005, no. 184, item 1539, as amended).
*in accordance with article 90h and onwards of the Act on Public Offerings and Conditions of Introducing Financial Instruments to an Organized Trading System and on Public Companies dated 29 July 2005 (Journal of Laws of 2005, no. 184, item 1539, as amended);
**within the meaning of the international accounting standards adopted under Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (OJ L 243 of 11 September 2002, page 1, as amended; OJ Polish special edition, chapter 13, vol. 29, p. 609);
***within the meaning of the Polish Accounting Act of 29 September 1994, determined based on the company’s last approved financial statements.