Subject: Execution of a share purchase agreement regarding the sale of 100% of the shares in GOG sp. z o.o. to Michał Kiciński
Legal basis: Art. 17 item 1 of MAR – inside information
The Management Board of CD PROJEKT S.A. with its registered office in Warsaw (the “Company”), with reference to the information disclosed in current report no. 19/2025 dated 29 December 2025, hereby announces that on 29 December 2025 the Company, following a competitive sale process, carried out in cooperation with an external advisor, entered into a share purchase agreement with Michał Kiciński, a significant shareholder of the Company for the sale of the shares in GOG sp. z o.o. with its registered office in Warsaw (“GOG”), i.e. a wholly owned subsidiary of the Company (the “Purchase Agreement”).
Pursuant to the Purchase Agreement, on 31 December 2025 Michał Kiciński will acquire from the Company 2715 shares in GOG, i.e. 100% of the shares in GOG representing 100% of the votes at the shareholders’ meeting of GOG, for a price of PLN 90,695,440.00 (ninety million six hundred ninety-five thousand four hundred forty zlotys 00/100), being a final price not subject to subsequent adjustments (the “Price”), (the “Transaction”). The transaction will be recognized in the Company’s accounts in the fourth quarter of 2025. Payment of the Price to the Company will be made in accordance with the Purchase Agreement no later than 7 work days from the execution of the Purchase Agreement.
In accordance with the arrangements of the parties to the Transaction, prior to the execution of the Purchase Agreement, an amount of PLN 44,200,000.00 (forty-four million two hundred thousand zlotys 00/100) was paid out to the Company as distribution of due – as the Company was thus the sole shareholder of GOG – profits of GOG from previous years.
The Purchase Agreement includes provisions standard for agreements of this type, including mutual representations and warranties of the parties to the Transaction.
Following the execution of the Purchase Agreement, the Company executed a distribution agreement with GOG regarding distribution of the Company’s games via GOG platform, defining the scope of their cooperation, including the new payment terms within the first six years following the execution of the Purchase Agreement.
The sale of shares in GOG is consistent with the CD PROJEKT Group growth strategy, which assumes focusing on the core business of the Company, i.e. developing and publishing of video games and related projects based on the owned and new franchises.
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.