Subject: Second notification of an intended merger to the Shareholders
Legal basis: Other regulations
Pursuant to Art. 504 § 1 point 1 of the Code of Commercial Companies (“CCC”), the Management Board of CD PROJEKT S.A. with its registered office in Warsaw (“Acquiring Company”) notifies the Shareholders for the second time of the intention to merge with the company CD PROJEKT Brands S.A. with its registered office in Warsaw (“Acquired Company”). The companies will be merged according to Art. 492 § 1 point 1 of CCC in conjunction with Art. 515 § 1 of the CCC and in conjunction with Art. 516 § 6 of the CCC, i.e., through a transfer of all assets of the Acquired Company to the Acquiring Company without raising the share capital of the Acquiring Company and without exchanging the shares of the Acquired Company into shares of the Acquiring Company.
The Management Board of the Acquiring Company hereby announces that the following documents are available for review by the shareholders of both merging companies as of 24 October 2016 at the headquarters of the Acquiring Company in Warsaw, ul. Jagiellońska 74, from 9 a.m. to 4 p.m.:
- merger plan;
- financial statements and management board reports on the activity of the merging companies for the last three financial years together with the auditor’s opinion and report;
- draft merger resolutions;
- statements to the effect that the Articles of Association of the Acquiring Company will not be amended;
- determination of the value of assets of the Acquired Company as at 30 September 2016;
- statements containing information on the book value of the Acquired Company prepared for the merger as at 30 September 2016.
Furthermore, the Management Board of the Company announces that the plan of the merger with the Acquired Company was published in the Court and Commercial Monitor (Monitor Sądowy i Gospodarczy) No. 206 of 24 October 2016, item 27385, and published in current report no. 33/2016 of 18 October 2016.
The following notice is a second notice under Art. 504 § 1 of the Commercial Company Code. The
first notice was published in Current Report No. 34/2016 of 24 October 2016.
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.