CD Projekt — M&A Activity 2023

Apr 20, 2023

Current report no. 15/2023

Subject: First notification to the Company's shareholders of theCompany's intention to merge with a subsidiary company SPOKKO sp. z o.o

Legal basis: Other regulations

The Management Board of CD PROJEKT S.A. with its registered seat inWarsaw (the "Company"), acting on the basis of article 504 § 1 and 2 ofthe Commercial Companies Code, hereby issues the first notification tothe Company's shareholders concerning the planned merger of the Company,as the surviving company, with the company SPOKKO sp. z o.o. with aregistered seat in Warsaw (the "Target Company"), being a subsidiary inwhich the Company is the sole shareholder (the "Merger").

The signing of the Merger plan took place on 20 April 2023, as announcedby the Company in the Current Report No. 14/2023, to which the fullcontent of the plan (the "Merger Plan") was also attached, together withits annexes. In accordance with article 500 § 2(1) of the CommercialCompanies Code, the Merger Plan will remain available to the public freeof charge at least until the date of closing of the meetings(shareholders' meeting / general meeting) of the merging companies atwhich resolutions on the Merger are adopted, on the Company's website atthe address:www.cdprojekt.com/pl/grupa-kapitalowa/dokumenty-korporacyjne/?typ-dokumentu=other,and on the Target Company's website at www.spokko.com/pl under the"Informacje korporacyjne" tab (for the English language version of thewebsite - "Corporate information" tab).

According to the Merger Plan, the Merger will be effected bytransferring all assets of the Target Company to the Company inaccordance with article 492 § 1 item 1 of the Commercial Companies Code(merger by acquisition) in connection with article 516 § 6 of theCommercial Companies Code. The Merger will take place without anincrease of the Company's share capital and without exchanging shares ofthe Target Company for shares of the Company, due to the fact that theCompany holds 100% of the shares in the Target Company. The Merger willbecome effective on the date of its entry into the register. This entrywill have the effect of deleting the Target Company from the register.As a result of the Merger, the Company will, as of the date of theMerger, enter into rights and obligations of the Target Company. TheCompany's Articles of Association will not be amended in connection withthe Merger.

In accordance with article 504 § 2 point 2 in connection with article505 § 3(1) of the Commercial Companies Code, at least until the date ofclosing of meetings (shareholders' meeting / general meeting) of themerging companies at which resolutions on the Merger are adopted, thefollowing documentation will also be publicly available, free of charge,on the websites of the Company and the Target Company at the addressesindicated above (note that the link to the English language version ofthe subpage for the Company is as follows:www.cdprojekt.com/en/capital-group/corporate-documents/?documenttype=other):

1. attachments to the Merger Plan, i.e. draft resolutions on the Merger,information that the Company's Articles of Association are not beingamended, valuation of the assets of the Target Company as of 31 March2023, statement of accounts of the Target Company as of 31 March 2023,statement regarding the lack of a need to prepare the statement ofaccounts of the Company - together with the Merger Plan document;

2. financial statements and Management Boards' reports on the operationsof the merging companies for the last three fiscal years, together withaudit reports (and, additionally, the corresponding documentation forthe 2019 financial year).

As the Merger will be carried out in accordance with article 516 § 6 ofthe Commercial Companies Code, neither the examination of the MergerPlan by an auditor and an opinion thereof, nor Management Boards'reports justifying the Merger are required.

In addition, 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, between 9:00a.m. and 4:00 p.m., between 21 April 2023 and the closing of themeetings (shareholders' meeting / general meeting) of the mergingcompanies at which resolutions on the Merger are adopted.

Disclaimer: This English language translation has been preparedsolely for the convenience of English speaking readers. Despite all theefforts devoted 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.