Subject: Signing of the merger plan between the Company and its subsidiary CD PROJEKT RED STORE sp. z o.o.
Legal basis: Art. 17 section 1 of MAR – confidential information
The Management Board of CD PROJEKT S.A. with its registered office in Warsaw (the “Company”) hereby informs that on 17 November 2022 the merger plan between the Company, as the surviving company, and its wholly-owned subsidiary CD PROJEKT RED STORE sp. z o.o. with its registered office in Warsaw, as the target company (the “Target Company”), (the “Merger”), was agreed and signed (the “Merger Plan”). The Merger Plan (including the annexes to the plan) is attached hereto.
The Merger Plan will also be made available to the public on the Company’s website at: https://www.cdprojekt.com/pl/grupa-kapitalowa/dokumenty-korporacyjne/?typ-dokumentu=other, and on the Target Company’s website – https://pl.gear.cdprojektred.com/ under the tab “Informacje korporacyjne” (for English language version of the website – tab “Corporate Information”).
Target Company is a single-member company and a subsidiary of CD PROJEKT S.A. The core business activity of the Target Company involves selling various type of merchandise associated with brands and video games developed by the CD PROJEKT Group (the “Group”) through the online merch store called CD PROJEKT RED GEAR. The goal of the proposed Merger is to simplify the Group’s structure in connection with the plans to continue the existing operations of the Target Company in cooperation with a specialized third party – in line with the Long-Term Strategic Growth Outlook of CD PROJEKT Group.
According to the Merger Plan, the Merger will be effected by transferring all assets of the Target Company to the Company in accordance with Article 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition) in connection with Article 516 § 6 of the Commercial Companies Code. The Merger will take place without an increase of the Company’s share capital and without exchanging shares of the Target Company for shares of the Company, due to the fact that the Company holds 100% of the shares in the Target Company. The merger will take place as of the date of its entry into the register. This entry will have the effect of deleting the Target Company from the register. As a result of the Merger, the Company will, as of the date of the Merger, enter into all rights and obligations of the Target Company. The Company’s Articles of Association will not be amended in connection with the Merger.
Disclaimer: This English language translation has been prepared solely for the convenience of English speaking readers. Despite all the efforts devoted to this translation, certain discrepancies, omissions or approximations may exist. In case of any differences between the Polish and the English versions, the Polish version shall prevail. CD PROJEKT, its representatives and employees decline all responsibility in this regard.