Basic information – SPOKKO SPÓŁKA Z O.O.
Name of the company: SPOKKO SPÓŁKA Z O.O.
Registered office and address: Warsaw, Poland, 03-301, ul. Jagiellońska 74
KRS number and indication of the court where the company’s records are kept: 0000746503, District Court for the capital city of Warsaw in Warsaw, XIV Commercial Division of the National Court Register
NIP number: 1132981811
Share capital: PLN 54,450.00
The company belongs to CD PROJEKT capital group. It is a wholly-owned subsidiary of CD PROJEKT S.A. (CD PROJEKT S.A. is its sole shareholder holding 100% of the shares).
INFORMATION ABOUT THE PLANNED MERGER
On 20 April 2023 the merger plan between CD PROJEKT S.A., as the surviving company (“Surviving Company”), and its wholly-owned subsidiary SPOKKO sp. z o.o. with its registered office in Warsaw, as the target company (the “Target Company“), (the “Merger“), was agreed and signed (the “Merger Plan“).
According to the Merger Plan, the Merger will be effected by transferring all assets of the Target Company to the Surviving Company in accordance with Article 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition) in connection with Article 516 § 6 of the Commercial Companies Code. The Merger will take place without an increase of the Surviving Company’s share capital and without exchanging shares of the Target Company for shares of the Surviving Company, due to the fact that the Surviving Company holds 100% of the shares in the Target Company. The Merger will take place as of the date of its entry into the register. This entry will have the effect of deleting the Target Company from the register. As a result of the Merger, the Surviving Company will, as of the date of the Merger, enter into all rights and obligations of the Target Company.
The Merger Plan and its attachments will be made available to the public free of charge below, continuously, at least until the date of completion of the shareholders’ meetings of the merging companies adopting resolutions on the Merger.
In addition, the financial statements and the reports of the Management Boards on the operations of the merging companies for the last three fiscal years, together with the audit reports, are also made available to the public free of charge (moreover, also the corresponding documents for fiscal year 2019). These documents will be available below continuously, at least until the completion of the shareholders’ meetings of the merging companies adopting resolutions on the Merger.
Furthermore, shareholders of the merging companies may review the above-mentioned documents at the offices of the Surviving Company and the Target Company in Warsaw, at Jagiellońska 74, on business days from 9:00 a.m. to 4:00 p.m., from 21 April 2023 until the closing of the shareholders’ meetings of the merging companies adopting resolutions on the Merger.