Subject: Registration of merger between the Company and its subsidiary – CD PROJEKT RED STORE sp. z o.o.
Legal basis: Art. 17 section 1 of MAR – inside information
In relation to Current Reports no. 47/2022 of 17 November 2022 and 57/2022 of 20 December 2022, the Management Board of CD PROJEKT S.A. with its registered seat in Warsaw (“the Company”) hereby announces that on 28 February 2023 the District Court for the City of Warsaw in Warsaw, 14th Commercial Department of the National Court Register, registered the merger between the Company and its subsidiary – CD PROJEKT RED STORE sp. z o.o. with its registered seat in Warsaw (“Target Company”) in the register of entrepreneurs.
The merger was carried out in accordance with the merger plan published on 17 November 2022, i.e. by transferring the entirety of Target Company assets to the Company under Art. 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition) in conjunction with Art. 516 § 6 of the Commercial Companies Code. The merger took place without increasing 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 held 100% of the shares in the Target Company. As a result of the merger, the Company enters into all rights and obligations of the Target Company. The Company’s Articles of Association are not amended in connection with the merger.
The goal of the merger is to simplify the CD PROJEKT Group’s structure in connection with 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. The core business activity of the Target Company involved selling various types of merchandise associated with brands and video games developed by the CD PROJEKT Group through the online merch store called CD PROJEKT RED GEAR.
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.