CD Projekt — M&A Activity 2022

Nov 17, 2022

Currentreport no. 47/2022

Subject:_#160;Signingof the merger plan between the Company and its subsidiary CD PROJEKT REDSTORE sp. z o.o.

Legalbasis:_#160;Art. 17 section 1 of MAR - confidential information

TheManagement Board of CD PROJEKT S.A. with its registered office in Warsaw(the "Company") hereby informs that on 17 November 2022 the mergerplan between the Company, as the surviving company, and its wholly-ownedsubsidiary CD PROJEKT RED STORE sp. z o.o. with its registered office inWarsaw, as the target company (the "Target Company"), (the "Merger"),was agreed and signed (the "Merger Plan"). The Merger Plan_#160;(including the annexes to the plan) is attached hereto.

TheMerger Plan will also be made available to the public on the Company'swebsite at: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 "Corporate Information").

TargetCompany is a single-member company and a subsidiary of CD PROJEKT S.A.The core business activity of the Target Company involves sellingvarious type of merchandise associated with brands and video gamesdeveloped by the CD PROJEKT Group (the "Group") through the onlinemerch store called CD PROJEKT RED GEAR. The goal of the proposed Mergeris to simplify the Group's structure in connection with the plans tocontinue the existing operations of the Target Company in cooperationwith a specialized third party - in line with theLong-TermStrategic Growth Outlook of CD PROJEKT Group.

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.

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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.