Subject: Registration of merger between CD PROJEKT S.A. and its subsidiary – CD PROJEKT Brands S.A.
Legal basis: Art. 17 section 1 of the Market Abuse Regulation – confidential information
The Management Board of CD PROJEKT S.A. (hereafter referred to as “the Company”) hereby announced that on 30 December 2016 the registry court having jurisdiction over the Company’s registered office, i.e. the District Court for the City of Warsaw, 13th Commercial Department of the National Court Registry, registered the merger between the Company and CD PROJEKT Brands S.A., headquartered in Warsaw, Jagiellońska 73 and entered in the Register of Entrepreneurs by the District Court for the City of Warsaw, 13th Commercial Department under the name “CD PROJEKT Brands”, with registration no. (KRS) 00000521325.
The merger was carried out under Art. 492 § 1 item 1 of the Commercial Company Code (merger by takeover) by transferring the totality of the assets and liabilities of CD PROJEKT Brands (the Acquiree) to the Company (the Acquirer). In light of the fact that the Company had held 100% of CD PROJEKT Brands shares, the merger was carried out in compliance with Art. 515 § 1 and Art. 516 § 6 of the Commercial Company Code, i.e. without increasing the Company’s share capital, without exchanging CD PROJEKT Brands shares for Company shares and without the need to submit the merger plan to a review by a licensed auditor, as stipulated by Art. 503 § 1 of the Commercial Company Code.
The Company’s main areas of activity comprise development of videogames and selling the associated distribution rights, as well as the development and sale of tie-in products exploiting the popularity of the Company’s brands. As the holding company of the CD PROJEKT Capital Group the Company also coordinates the activities of its subsidiaries.
The merger is an element of the Company’s strategy which involves consolidation of development and publishing activities in the framework of a single organizational unit, and assuming direct control over existing (The Witcher) and emerging (Gwint/GWENT) trademarks heretofore managed by the Company’s wholly owned subsidiary – CD PROJEKT Brands S.A.
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.