Subject: Registration of merger between the Company and its subsidiary – SPOKKO sp. z o.o.
Legal basis: Art. 17 section 1 of MAR – inside information
In relation to Current Reports no. 14/2023 of 20 April 2023 and 26/2023 of 6 June 2023, the Management Board of CD PROJEKT S.A. with its registered seat in Warsaw (“Company”) hereby announces that on 31 August 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 – SPOKKO 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 20 April 2023, 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. Business rationale for the merger was presented e.g., in the aforementioned Current Report no. 14/2023.
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.