CD Projekt — M&A Activity 2022

Nov 17, 2022

Currentreport no. 48/2022

Subject:Firstnotification to the Company's shareholders of the Company's intention tomerge with a subsidiary company CD PROJEKT RED STORE sp. z o.o.

Legalbasis:_#160;Other regulations

TheManagement Board of CD PROJEKT S.A. with its registered office in Warsaw(the "Company"), acting on the basis of article 504 § 1 i 2 of theCommercial Companies Code, hereby notifies the Company's shareholdersfor the first time on the planned merger of the Company, as thesurviving company, with the company CD PROJEKT RED STORE sp. z o.o. withits registered office in Warsaw (the "Target Company_quot;), being asubsidiary in which the Company is the sole shareholder (the _quot;Merger_quot;).

Thesigning of the Merger plan took place on 17 November 2022, of which theCompany informed in the current report No. 47/2022, to which the fullcontent of the plan (the _quot;Merger Plan_quot;) was also attached, togetherwith its annexes. Merger Plan, in accordance with article 500 § 21ofthe Commercial Companies Code, until the date of closing of the meetings(shareholders' meeting / general meeting) of the merging companiesadopting resolutions on the Merger will remain available to the publicfree of charge on the Company's website at the address:https://www.cdprojekt.com/pl/grupa-kapitalowa/dokumenty-korporacyjne/?typ-dokumentu=other,and on the Target Company's website -https://pl.gear.cdprojektred.com/under the tab "Informacje korporacyjne" (for English language version ofthe website - tab _quot;Corporate Information_quot;).

Accordingto the Merger Plan, the Merger will be effected by transferring allassets of the Target Company to the Company in accordance with article492 § 1 item 1 of the Commercial Companies Code (merger by acquisition)in connection with article 516 § 6 of the Commercial Companies Code. TheMerger will take place without an increase of the Company's sharecapital and without exchanging shares of the Target Company for sharesof the Company, due to the fact that the Company holds 100% of theshares in the Target Company. The Merger will take place as of the dateof its entry into the register. This entry will have the effect ofdeleting the Target Company from the register. As a result of theMerger, the Company will, as of the date of the Merger, enter into allrights and obligations of the Target Company. The Company's Articles ofAssociation will not be amended in connection with the Merger.

Inaccordance with Article 504 § 2 point 2 in connection with Article 505 §31ofthe Commercial Companies Code, until the date of closing of the meetings(shareholders' meeting / general meeting) of the merging companiesadopting resolutions on the Merger, the following documents will alsoremain available to the public free of charge on the websites of theCompany and the Target Company, at the addresses indicated above (withthe note that the link to the English-language version of the subpagefor the Company is as follows:https://www.cdprojekt.com/en/capital-group/corporate-documents/?documenttype=other):

attachmentsto the Merger Plan, i.e. draft resolutions on the Merger,information on not amending the Articles of Association of theCompany,valuationof the assets of the Target Company as of 31 October 2022,statementof accounts of the Target Company as of 31 October 2022,statementregarding the lack of the need to prepare the statement of accountsof the Company - together with the Merger Plan document;

financialstatements and Management Boards' reports on the operations of themerging companies for the last three fiscal years, together withaudit reports.

Sincethe Merger will be carried out in accordance with article 516 § 6 of theCommercial Companies Code, the examination of the Merger Plan by anauditor and his opinion, as well as the preparation of the reports ofthe Management Boards justifying the Merger are not required.

Inaddition, shareholders of the merging companies may review theabove-mentioned documents at the offices of the Company and the TargetCompany in Warsaw, at Jagiellońska 74, on business days from 9:00 a.m.to 4:00 p.m., from 18.11.2022 until the closing of the meetings(shareholders' meeting / general meeting) of the merging companiesadopting resolutions on the Merger.

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Disclaimer:

Disclaimer:This English language translation has been prepared solely for theconvenience of English speaking readers. Despite all the efforts devotedto this translation, certain discrepancies, omissions or approximationsmay exist. In case of any differences between the Polish and the Englishversions, the Polish version shall prevail. CD PROJEKT, itsrepresentatives and employees decline all responsibility in this regard.