Subject: Disclosure of inside information regarding the commencement of negotiations of an agreement regarding sale of 100% of the shares in GOG sp. z o.o. to Michał Kiciński
Legal basis: Art. 17 item 1 and item 4 of MAR – inside information
The Management Board of CD PROJEKT S.A. with its registered office in Warsaw (the “Company”), acting pursuant to Article 17 item 1 and item 4 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR”), hereby discloses inside information, the publication of which was delayed on 6 December 2025, regarding the commencement of negotiations on the terms of a share purchase agreement regarding sale of 100% of the shares in GOG sp. z o.o. with Michał Kiciński (the “Inside Information”, the “Negotiations”).
Content of the delayed Inside Information:
The Management Board of CD PROJEKT S.A., with its registered office in Warsaw (the “Company”), announces that on 6 December 2025, the Company commenced negotiations with Michał Kiciński, a significant shareholder of the Company, of the terms of a share purchase agreement regarding 100% of the shares in GOG sp. z o.o., with its registered office in Warsaw (“GOG”), a wholly-owned subsidiary of the Company, and agreed on the proposed timeline for the envisaged transaction.
At the time this information arose, no exclusivity right in relation to the envisaged transaction was granted to Michał Kiciński.
The Company will inform through a separate current report about the potential execution of the GOG share purchase agreement.
Reasons justifying the delay in the disclosure of the Inside Information:
In the Company’s assessment, the delay in making the Inside Information public at the time of the decision to delay disclosure met the conditions set out in MAR as well as in the guidelines concerning the delay in the disclosure of inside information and the interactions with prudential supervision of the European Securities and Markets Authority (ESMA).
The delay in the disclosure of the Inside Information was justified because its immediate publication could have adversely affected the Company’s legitimate interests, including by putting the ongoing negotiations regarding the terms of a share purchase agreement concerning the sale of shares in GOG at risk and negatively influencing their outcome, which would have been contrary to the interests of the Company as well as both existing and potential shareholders of the Company.
In the Company’s assessment, there were no indications that delaying the disclosure of the Inside Information could mislead the public. The Company in its current disclosure practice had not previously disclosed any information concerning the subject matter of the delayed Inside Information.
The Company properly protected the Inside Information in accordance with applicable legal regulations and the internal standards of the Company applied in this area. In particular: (i) the circle of persons with access to the information from the moment of its inception was promptly and correctly identified, and those individuals were, in line with legal requirements, covered by the procedure of entry onto the list of persons with access to inside information; (ii) the integrity of the IT system was ensured, preventing third parties from accessing the Inside Information and any related documents stored electronically.
At the time the decision to delay the public disclosure of the Inside Information was made, a list of persons having access to the Inside Information was prepared pursuant to Article 18 of MAR and was continuously monitored and, when necessary, updated.
The disclosure of the Inside Information takes place upon the completion of the Negotiations and the signing of the share purchase agreement concerning the sale of shares in GOG, which the Company will announce in a separate current report immediately after the publication of this Inside Information.
Pursuant to Article 17 item 4 of MAR, immediately after the publication of this report, the Company will notify the Polish Financial Supervision Authority of the delay in disclosure of the Inside Information, together with an explanation of how the conditions for such a delay were met.
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.