Report Publication Announcement • Dec 29, 2025
Report Publication Announcement
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Report Content Current Report no. 20/2025
Subject: Execution of a share purchase agreement regarding the sale of100% 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 inWarsaw (the "Company"), with reference to the information disclosed incurrent report no. 19/2025 dated 29 December 2025, hereby announces thaton 29 December 2025 the Company, following a competitive sale process,carried out in cooperation with an external advisor, entered into ashare purchase agreement with Michał Kiciński, a significant shareholderof the Company for the sale of the shares in GOG sp. z o.o. with itsregistered office in Warsaw ("GOG"), i.e. a wholly owned subsidiary ofthe Company (the "Purchase Agreement").
Pursuant to the Purchase Agreement, on 31 December 2025 Michał Kicińskiwill acquire from the Company 2715 shares in GOG, i.e. 100% of theshares in GOG representing 100% of the votes at the shareholders'meeting of GOG, for a price of PLN 90,695,440.00 (ninety million sixhundred ninety-five thousand four hundred forty zlotys 00/100), being afinal price not subject to subsequent adjustments (the "Price"), (the"Transaction"). The transaction will be recognized in the Company'saccounts in the fourth quarter of 2025. Payment of the Price to theCompany will be made in accordance with the Purchase Agreement no laterthan 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 PLN44,200,000.00 (forty-four million two hundred thousand zlotys 00/100)was paid out to the Company as distribution of due - as the Company wasthus the sole shareholder of GOG - profits of GOG from previous years.
The Purchase Agreement includes provisions standard for agreements ofthis type, including mutual representations and warranties of theparties to the Transaction.
Following the execution of the Purchase Agreement, the Company executeda distribution agreement with GOG regarding distribution of theCompany's games via GOG platform, defining the scope of theircooperation, including the new payment terms within the first six yearsfollowing the execution of the Purchase Agreement.
The sale of shares in GOG is consistent with the CD PROJEKT Group growthstrategy, which assumes focusing on the core business of the Company,i.e. developing and publishing of video games and related projects basedon the owned and new franchises.
Disclaimer: This English language translation has been prepared solelyfor the convenience of English-speaking readers. Despite all the effortsdevoted to this translation, certain discrepancies, omissions orapproximations may exist. In case of any differences between the Polishand the English versions, the Polish version shall prevail. CD PROJEKT,its representatives and employees decline all responsibility in thisregard.
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