CD Projekt — M&A Activity 2023

Apr 20, 2023

Current report no. 14/2023

Subject: Signing of the merger plan between the Company and itssubsidiary SPOKKO sp. z o.o.

Legal basis: Art. 17 section 1 of MAR - inside information

In relation to Current Report no. 54/2022 of 6 December 2022, theManagement Board of CD PROJEKT S.A. with its registered seat in Warsaw(the "Company") hereby informs that on 20 April 2023 the merger planbetween the Company, as the surviving company, and its wholly ownedsubsidiary SPOKKO sp. z o.o. with its registered office in Warsaw, asthe target company ("Spokko" or the "Target Company"), (the "Merger"),was agreed upon and signed (the "Merger Plan"). The Merger Plan(including the annexes to the plan) is attached hereto.

The Merger Plan will also be made available to the public on theCompany's website atwww.cdprojekt.com/pl/grupa-kapitalowa/dokumenty-korporacyjne/?typ-dokumentu=other,and on the Target Company's website - www.spokko.com/pl under the"Informacje korporacyjne" tab (for the English language version of thewebsite - see the "Corporate information" tab).

In the aforementioned Current Report no. 54/2022 the Management Board ofthe Company announced that the Extraordinary Shareholders' Meeting ofthe Target Company had voted to gradually phase out The Witcher: MonsterSlayer project, carried out by the Spokko team, as a result of which thegame would be disabled for existing players on 30 June 2023. Given theplanned involvement of part of the Spokko team and assets in otherprojects carried out at CD PROJEKT RED, the Management Board of theCompany and Shareholders' Meeting of Spokko recommended taking steps tosimplify the organizational structure of the CD PROJEKT Group bycarrying out a merger between the Company and Spokko. This resulted inagreeing upon and signing the Merger Plan. The decisions are consistentwith the key assumptions of the CD PROJEKT Group strategy update (i.e.the Long-Term Strategic Growth Outlook of the CD PROJEKT Group, aspublished), according to which the Group intends to focus on its coreactivities and carry out mobile projects in collaboration with externalpartners.

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 the rights and obligations of the Target Company. TheCompany's Articles of Association will not be amended in connection withthe Merger.

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.