CD PROJEKT CAPITAL GROUP ACTIVITIES - MANAGEMENT BOARD REPORT ON
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Disclaimer This English language translation has been prepared solely for the convenience of English speaking readers. Despite all the efforts devoted to this translation, certain discrepancies, omissions or approximations may exist. In case of any differences between the Polish and the English versions, the Polish version shall prevail. CD PROJEKT, its representatives and employ- ees decline all responsibility in this regard.
Table of contents 7 Brief description of the CD PROJEKT Capital Group 8 Activity profile 11 CD PROJEKT Capital Group growth outlook 15 CD PROJEKT Capital Group activity profile 16 Organizational structure of the CD PROJEKT Capital Group 18 Disclosure of business segments, products and services, outlets, suppliers and clients 34 Disclosure of external and internal factors affecting further growth of the CD PROJEKT Capital Group 36 Disclosure of factors which, in the issuer’s opinion, will affect its financial result during at least the coming quarter 36 Disclosure of significant agreements 37 Risk management at the Capital Group 38 Financial statement of the CD PROJEKT Capital Group 39 Overview of key economic and financial indicators disclosed in the consolidated and separate financial statement 57 Corporate governance 58 Entity contracted to audit financial statements 58 Shareholders controlling at least 5% of the vote at the General Meeting 59 Agreements which may result in changes in the proportions of shares held by shareholders and bondholders 63 Composition of the Management Board of CD PROJEKT S.A. 64 Changes in Management Board composition 65 Composition of the Supervisory Board of CD PROJEKT S.A. 65 Changes in Supervisory Board composition 66 Corporate governance policies 66 Disclosure of significant legal proceedings
16.04.2020 CYBERPUNK 2077 RELEASE DATE Keanu Reeves Starring as one of the main characters of Cyberpunk 2077 7 000 participants attended Cyberpunk presentations at E3 12 000 participants attended Cyberpunk presentations at gamescom Cyberpunk 2077 has already received over 200 awards
Over 30 million* views (across all platforms) of the E3 2019 Cyberpunk 2077 cinematic trailer 6.5 thousand articles — the most extensively covered game of E3 Strong launch of the preorder campaign of Cyberpunk 2077 – 09.06.2019 Cyberpunk 2077 announced for Google Stadia * As of 31 July 2019
The Witcher 3 for Nintendo Switch announced for iPhone edition 15.10.2019 of GWENT announced CD PROJEKT S.A. market capitalization 22.1 billion PLN* 214.4 million PLN in sales revenues Two GWENT expansions released: Crimson Curse 51.7 million PLN and in net profit during H1 2019 Novigrad beta version of 40 GOG GALAXY 2.0 million garnering excellent reviews from copies of The Witcher the media and gamers alike games sold Blizzard classics CD PROJEKT Available on GOG.com RED STORE now available to EU residents * As of 31 July 2019
8 | Brief description of the CD PROJEKT Capital Group Activity profile CD PROJEKT S.A. (also referred to as CD PROJEKT or the Company), headquartered in Warsaw, conducts business activities in the dynamically growing global digital entertainment segment. These activities have been ongoing for 25 years and originally focused on the Polish market. The Company – then called CD PROJEKT – began by distributing foreign games in Poland (note that the corresponding activity segment, handled by the Group’s CDP.pl subsidiary, was disaggregated in 2014). A pivotal moment in the Group’s history came in 2002 with the esta- blishment of the CD PROJEKT RED development studio, which initiated work on the Company’s first major RPG1 – The Witcher. Map 1 CD PROJEKT – worldwide sales Warsaw Wrocław Kraków Berlin Seoul Paris Tokyo Milan Shanghai Los Angeles São Paulo Headquarters (CD PROJEKT RED studio and GOG.com) Dev teams Branch offices Community managers 1 Role Playing Game – a storyline-driven game based on a consistent narrative. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
9 | Brief description of the CD PROJEKT Capital Group The CD PROJEKT Group currently conducts operating activities in two key segments. CD PROJEKT RED Development and publishing of videogames and tie-in products based on the Company’s proprietary brands. GOG.com Digital distribution of videogames using the Company’s proprietary GOG.com platform and the GOG Galaxy application. CD PROJEKT S.A. headquarters in Warsaw During the reporting period 96% of the Capital Group’s sales revenues were generated by exports, with North America accounting for 66% of sales and Europe coming in second at 24%. GOG sp. z o.o. headquarters in Warsaw Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
10 | Brief description of the CD PROJEKT Capital Group Business philosophy The business philosophy of the CD PROJEKT Capital Group rests upon two pillars: uncompro- mising dedication to quality in the videogame and service development process, and retention of financial and creative independence (itself necessary to facilitate the former goal). The Board regards these two factors as decisive in ensuring success on the competitive global digital entertainment market. CD PROJEKT RED stands apart from other major videogame developers and publishers in that it emphasizes control over every stage of the game development and marketing process – from initial design, through work on technological solutions, publishing activities, promotion and distribution, all the way to gamer community relations. This model is implemented by operating a proprietary digital distribution and online gaming platform – part of a broad user-friendly and gamer-centric ecosystem. Scheme 1 Videogame development business model at CD PROJEKT RED CREATION DISTRIBUTION TECHNOLOGY IP ownership and full creative Global reach by carefully selected retail control. Internally developed REDengine distribution partners in 109 countries. tailored for story-driven open world Focus on 2 franchises and limited RPG. Ready for next hardware Direct consoles and PC digital distribution number of projects. iterations. including our digital store – GOG.com. DEVELOPMENT PUBLISHING COMMUNITY In-house experienced Own publishing operation Honest and direct development team with ensures our GAMERS FIRST communication with quality being an absolute core business philosophy is not gamers. priority. compromised. Full control over messaging. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
11 | Brief description of the CD PROJEKT Capital Group * Własne marki The Witcher i Cyberpunk Employment structure Scheme 2 CD PROJEKT Capital Group employment structure at the end of 2018 and at the end of H1 2019 953 Individuals employed at the CD PROJEKT RED 777 CD PROJEKT Capital Group 698 as of 30.06.2019 Women (25%) GOG.com Men (75%) 176 189 887 Individuals employed at the Developers CD PROJEKT Capital Group 632 as of 31.12.2018 583 Women (24%) 30.06.2019 Men (76%) 31.12.2018 At the end of the first half of 2019 the CD PROJEKT Capital Group employed 953 individuals, 82% of whom were employed in the CD PROJEKT RED segment, with the remaining 18% repre- senting the GOG.com segment. The dynamic growth in employment over the past year is mostly due to the upscaling of busi- ness and development activities. CD PROJEKT Capital Group growth outlook The CD PROJEKT Capital Group conducts its business in the global videogame market which is among the fastest growing branches of the global economy. The cumulative annual growth rate (CAGR) for the 2018-2022 period is estimated at 9%, with an estimated 2019 market volume of 152.1 billion USD.2 According to the PWC “Global Entertainment & Media Outlook 2018-2022”3, consumers devote ever more time and money to media and entertainment, with computer games currently ranking as the second most popular pastime. The growth outlook of the Capital Group is affected not only by the increasing popularity of this form of entertainment as an approachable and attractive mass market offering, but also by the increasing sophistication and realism of products offered, increasing availability and 2 Key numbers, Newzoo, accessed on 26 August 2019; newzoo.com/key-numbers/ 3 Perspectives from the Global Entertainment & Media Outlook 2018–2022, PWC, accessed on 19 January 2019, pwc.com/gx/en/entertainment-media/outlook/perspectives-from-the-global-entertainment-and-media-o- utlook-2018-2022.pdf Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
12 | Brief description of the CD PROJEKT Capital Group affordability of gaming hardware, new methods of engaging potential gamers and new game distribution channels. CD PROJEKT S.A. on the securities market The CD PROJEKT brand has been present on the Warsaw stock exchange since 2010, when – as a result of an investment agreement concluded in 2009 by CDP Investment sp. z o.o.4, and Optimus S.A., along with their respective shareholders – Optimus purchased 100% of shares in CDP Investment while existing shareholders of CDP Investment acquired Optimus S.A. shares. The formal merger between both companies was carried out in December 2010. As of the publication date of this report 96 120 000 Company shares are traded on the Main Market of the Warsaw Stock Exchange under the continuous trading system. Key shareholders of CD PROJEKT S.A. are its co-founders – Marcin Iwiński and Michał Kiciński. Other major shareholders who are also members of the Company’s Management Board are Adam Kiciński – President of the Board, and Piotr Nielubowicz – Vice President and CFO. Figure 1 Company shareholding structure as of the publication date of this report Marcin Iwiński (12.64%) Michał Kiciński (10.91%) Piotr Nielubowicz (6.38%) Founders Adam Kiciński (3.46%) and Board Members Adam Badowski (0.16%) Michał Nowakowski (0.04%) Piotr Karwowski (0.01%) Free float (66.40%) The shareholding structure is updated on the basis of formal notifications submitted by shareholders in accordance with the applicable legal regulations. On 25 June 2019 Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. notified the Company that the percentage of Company shares held by itself dropped below the 5% threshold.5 Free float accounts for 66.40% of CD PROJEKT S.A. stock. In March 2019 the Warsaw Stock Exchange launched its WIG.GAMES sectoral index. As of 29 June 2019 Company stock contributes 41.78% to the value of this index. 4 Former holding company of the CD PROJEKT Group 5 CR 15/2019 Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
13 | Brief description of the CD PROJEKT Capital Group Figure 2 CD PROJEKT S.A. stock price and WIG20 index at the Warsaw Stock Exchange between 1 January and 30 June 2019. 270 CD PROJEKT WIG20 250 230 210 190 +43% 170 150 +1% 130 110 01.2019 02.2019 03.2019 04.2019 05.2019 06.2019 Between 1 January 2019 and 30 June 2019 the Company stock price fluctuated between 148 PLN (3 January 2019) and 228.50 PLN (10 June 2019). During this period the stock price incre- ased by 43%, to 215.30 PLN at the close of the trading day on 28 June 2019. Over the same period the WIG20 index gained 1% while the main WIG index gained 3%. On 30 June 2019 the Company market capitalization was 20.7 billion PLN, while by the end of July 2019 it increased to 22.1 billion PLN. Figure 3 Average daily turnover of CD PROJEKT S.A. stock by month; 1 January 2019 – 30 June 2019 (PLN millions). 100 90 80 70 Average daily turnover in H1 2019: 60.6 million PLN 60 50 40 Average daily turnover in H1 2018: 38 million PLN 30 20 10 0 01.2019 02.2019 03.2019 04.2019 05.2019 06.2019 In 2019 the liquidity of CD PROJEKT S.A. stock, measured in terms of turnover, increased substantially. The aggregate turnover for the first half of 2019 was 7.4 billion PLN, which is 68% more than during the corresponding period in 2018. The average daily turnover was 60.6 million 90 PLN, compared to 36 million PLN during the reference period. A substantial increase was also 80 observed in the number of transactions per trading day – from 2686 to 4014. 70 60 50 40 30 Management Board report on CD PROJEKT Capital Group activities 20 for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise) 10 0
14 | Brief description of the CD PROJEKT Capital Group Table 1 Key indicators of CD PROJEKT S.A. stock H1 2019 H1 2018 Change Net earnings per share (PLN) 0.54 0.55 -1.43% Quantity of shares in trading (in thousands) at end of period 96 120 96 120 - Highest closing price during fiscal year (PLN) 228.50 172.00 32.85% Lowest closing price during fiscal year (PLN) 148.00 98.00 51.02% Price at beginning of period (PLN) 151.00 100.00 51.00% Price at end of period (PLN) 215.30 161.80 33.07% Average price during period (PLN) 194.81 124.64 56.30% P/E ratio at end of period 398.7 294.18 35.53% Market capitalization at end of period (PLN thousands) 20 694 636 15 552 216 33.07% Average number of transactions per trading day 4014 2 686 49.44% Average daily turnover (PLN thousands) 60 568 38 031 59.26% Average daily trading volume (shares) 307 524 278 337 10.49% As of the publication date of this report 17 brokerage houses, both foreign and domestic, issue recommendations concerning Company stock. A full list of analysts and brokerage houses which issue recommendations concerning Company stock can be found on the CD PROJEKT website at: cdprojekt.com/en/investors/analysts/. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
CD PROJEKT Capital Group activity profile
16 | CD PROJEKT Capital Group activity profile Organizational structure of the CD PROJEKT Capital Group On 14 January 2019 a new company was incorporated in the framework of the CD PROJEKT Capital Group under the name CD PROJEKT RED STORE sp. z o.o. As of 31 December 2018 the CD PROJEKT Capital Group consists of the parent entity – CD PROJEKT S.A. – and five subsidiaries: GOG sp. z o.o., CD PROJEKT Inc., CDPROJEKT Co. Ltd., Spokko sp. z o.o. and CD PROJEKT RED STORE sp. z o.o. Scheme 3 Structure of the CD PROJEKT Capital Group at the end of H1 2019. CD PROJEKT S.A. 100% 100% 100% 100% 75% CD PROJEKT RED GOG sp. z o. o. CD PROJEKT Inc. CD PROJEKT Co. Ltd. Spokko sp. z o.o. STORE sp. z o. o. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
17 | CD PROJEKT Capital Group activity profile Table 2 Summary of business activities of the parent company and other members of the CD PROJEKT Capital Group as of 30 June 2019 Company Activity profile The core activities of the company, carried out by its CD PROJEKT RED studio, include development of videogames, publishing its own videogames, selling the associated distribution rights as well as CD PROJEKT S.A. manufacturing, selling and/or licensing tie-in products which exploit the popularity of brands owned by the company. CD PROJEKT S.A. also acts as the holding company of the CD PROJEKT Capital Group and coordinates the activities of other companies belonging to the Group. This company concerns itself with online distribution of videogames, enabling customers from around the world to purchase games, remit payment and download game binaries to their personal devices. To this end the company owns and maintains the global digital distribution platform at GOG.com. GOG sp. z o.o. In addition, GOG sp. z o.o. has formed a consortium with CD PROJEKT S.A. to develop and operate GWENT: The Witcher Card Game. Within the framework of this consortium, GOG sp. z o.o. is responsible for the game’s online features and handling in-game transactions in the PC edition. This company coordinates publishing and promotional activities covering the Group’s own products and CD PROJEKT Inc. the GOG.com platform throughout North America. To facilitate this goal, the company operates an office in Los Angeles. This company coordinates publishing and promotional activities covering the Group’s products in the CD PROJEKT Co. Ltd. People’s Republic of China, which includes managing a local team tasked with coordinating publishing and promotional activities related to GWENT: The Witcher Card Game. Spokko sp. z o.o. Gamedev studio focusing on mobile releases. CD PROJEKT RED A company which engages in online marketing of tie-in products associated with CD PROJEKT RED STORE sp. z o.o. releases throughout the European Union. The above member companies of the CD PROJEKT Capital Group, with exception of CD PROJEKT Co. Ltd., Spokko sp. z o.o. and CD PROJEKT RED Store sp. z o.o., were subject to full conso- lidation as of 30 June 2019. Detailed information can be found in the Consolidated Financial Statement of the CD PROJEKT Capital Group for the first half of 2019. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
18 | CD PROJEKT Capital Group activity profile Disclosure of business segments, products and services, outlets, suppliers and clients In the first half of 2019 the Capital Group conducted business activities in two segments: ♦ CD PROJEKT RED, ♦ GOG.com. CD PROJEKT RED Target and scope of business activity Videogame development is the main area of activity of the CD PROJEKT RED studio, which is a subunit of CD PROJEKT S.A. (domestic holding company of the CD PROJEKT Capital Group), CD PROJEKT Inc. (USA) and CD PROJEKT Co., Ltd. (China). Videogame development is based on two brands owned by the Company: The Witcher and Cyberpunk. This activity covers creation and publication of videogames, licensing the associated distri- bution rights as well as manufacturing, distributing or licensing tie-in products which exploit the commercial appeal of brands held by the Company. In the scope of its publishing activities the Company also assumes responsibility for its promotio- nal and advertising campaigns, and maintains direct relations with the player base via electro- nic and social media channels (see the Communications section) as well as through regular participation in trade fairs. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
19 | CD PROJEKT Capital Group activity profile Key products Videogame development commenced in 2002 and initially focused on the studio’s RPG debut: The Witcher. This game, set in Andrzej Sapkowski’s fantasy world, was released in 2007 to global acclaim, garnering over 100 awards and accolades. As of the publication date of this report, key releases in the Company’s portfolio include The Witcher, The Witcher 2: Assassins of Kings and The Witcher 3: Wild Hunt along with its two expansion packs: Hearts of Stone and Blood and Wine. In 2018 the Company released the full version of GWENT: The Witcher Card Game, develo- ped in collaboration with GOG sp. z o.o., as well as a single-player game – Thronebreaker: The Witcher Tales, built around similar gameplay mechanics. Scheme 4 Figure 4: Timeline of CD PROJEKT RED releases; 2007-2019 31.05.2016 The Witcher 3: Wild Hunt – expansion pack: 23.10.2018 Blood and Wine (PC, Xbox One, PS4) GWENT: The Witcher Card Game (PC) 17.04.2012 19.05.2015 30.10.2007 The Witcher 2: The Witcher 3: Wild Hunt Thronebreaker: The Witcher (PC) Assassins of Kings (X360) (PC, Xbox One, PS4) The Witcher Tales (PC) 2008 2010 2012 2014 2016 2018 17.05.2011 13.10.2015 4.12.2018 The Witcher 2: The Witcher 3: Wild Hunt – expansion GWENT: The Witcher Assassins of Kings (PC) pack: Hearts of Stone (PC, Xbox One, PS4) Card Game (Xbox One, PS4) Thronebreaker: The Witcher Tales (Xbox One, PS4) Altogether, videogames featuring the professional monster hunter Geralt of Rivia have received over 1000 awards. A Nintendo Switch release of The Witcher 3: Wild Hunt, and a mobile edition of GWENT: The Witcher Card Game for iOS devices have both been announced for 2019. CD PROJEKT RED is continuing its development work on the largest RPG release in the Studio’s history: Cyberpunk 2077, set in a vibrant, technologically advanced world. Players assume the role of V – a cyberpunk who has recently migrated to the most crime-ridden city of the future. Cyberpunk 2077 is based on the Cyberpunk 2020 pen-and-paper RPG system created by Mike Pondsmith. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
20 | CD PROJEKT Capital Group activity profile Key sources of revenue Sales of CD PROJEKT RED games are mainly carried out under the following business models: ♦ sales of territorial distribution rights (for box and digital editions), settled post factum on the basis of monthly or quarterly sales reports / licensing reports submitted by the Company’s business partners, ♦ supplies of physical box editions to the Company’s business partners for retail resale, ♦ supplies of batches of activation codes which permit games to be downloaded and installed, ♦ sales carried out through optional microtransactions in GWENT: The Witcher Card Game (incl. kegs and meteorite dust) via GOG and proprietors of console platforms. Sales of CD PROJEKT S.A. products are governed by several dozen long-term licensing and distribution agreements concluded with publishers and distributors, both international (e.g. BANDAI NAMCO Entertainment Europe S.A.S., Microsoft, Sony, VALVE Corporation, Warner Bros. Home Entertainment) and domestic (including cdp.pl and GOG) Digital distribution agreements are typically settled in monthly cycles, while distribution of physical videogame editions follows quarterly reporting cycles. Depending on the specific partner or contract, the Company also collects licensing reports – these are submitted 30, 45 or 60 days following the end of each reporting period (typically each month or quarter). In the first half of 2019 the most important CD PROJEKT RED products from the point of view of revenues were: ♦ The Witcher 3: Wild Hunt, together with its expansions – Hearts of Stone and Blood and Wine, ♦ Thronebreaker: The Witcher Tales, ♦ GWENT: The Witcher Card Game. Additionally, the Company offered earlier instalments in The Witcher franchise, including The Witcher and The Witcher 2: Assassins of Kings, both of which continue to attract players and generate revenues. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
21 | CD PROJEKT Capital Group activity profile Key suppliers and clients Within the CD PROJEKT RED activity segment, the Group carries out active distribution of its games for various hardware platforms, using both traditional distribution channels, in coope- ration with leading global distributors (such as BANDAI NAMCO Entertainment Europe S.A.S., BANDAI NAMCO Entertainment Australia PTY LTD, cdp.pl sp. z o.o. and Warner Bros. Home Entertainment), and leading digital distribution platforms (e.g. Steam, PlayStation Store, Xbox Games Store, Origin, Amazon, Humble Bundle and AppStore, along with its own proprietary GOG.com platform). In the first half of 2019 sales to two clients exceeded 10% of the Group’s consolidated sales revenues and totaled 45 897 thousand PLN and 43 406 thousand PLN respectively (21.4% and 20.2% of the Group’s revenues respectively). These clients are not affiliated with CD PROJEKT S.A. or any of its subsidiaries. No other client accounted for more than 10% of the Group’s consoli- dated sales revenues. The videogame development process relies on certain bought-in tools and technological solu- tions; however, these do not result in significant concentration of supply. No CD PROJEKT RED supplier accounted for more than 10% of the consolidated revenues of the Capital Group in the first half of 2019. Communications CD PROJEKT RED prides itself on direct and honest communications with the global gaming commu- nity under the “Gamers first” policy. Player relations are carried out primarily through social media channels. CD PROJEKT RED actively manages over 90 social media profiles in over a dozen languages, both global and local (such as the BILIBILI and Weibo platforms in China and the Naver Cafe platform Facebook in Korea). Twitter YouTube LinkedIn Instagram Twitch Pozostałe 296 tys. 426 tys. 142 tys. 44 tys. 287 tys. 142 tys. 91 tys. obserwujących obserwujących obserwujących obserwujących obserwujących obserwujących obserwujących Scheme 5 Number of users and subscribers of CD PROJEKT RED social media profiles as of 1 August 2019 Facebook 324 thousand followers Twitch 148 thousand followers YouTube 163 thousand subscribers Instagram Twitter 399 thousand followers LinkedIn 44 thousand connections 527 thousand followers Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
22 | CD PROJEKT Capital Group activity profile Key product and marketing events Cyberpunk The most notable event of the first half of 2019 was the presentation of Cyberpunk 2077 at E3 – the world’s premier gaming fair, held annually in Los Angeles. On 9 June, at the official Microsoft conference, the Company officially announced the game’s release date: 16 April 2020. CD PROJEKT RED took this opportunity to unveil the contents of the game’s box edition, in both standard and collector’s variants. Following the reveal the Company, together with its business partners, began accepting preorders of the game. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
23 | CD PROJEKT Capital Group activity profile At the Microsoft conference the Company furthermore announced that Johnny Silverhand would be played by Keanu Reeves. As part of his collaboration with the studio, the acclaimed actor participated in a series of motion capture sessions and lent his visage as well as his voice to the character (the latter refers to the game’s English localization). During the same event a new cinematic trailer was also unveiled – as of the publication date of this report, it has been viewed 30 million times across all of its distribution channels. Figure 4 Viewership of CD PROJEKT RED promotional content on the Studio’s Youtube channel (first 4 weeks following release). The Witcher 3: Wild Hunt Cyberpunk 2077 Killing Monsters Cinematic Trailer 14 000 000 “The Trail” Opening Cinematic Launch Trailer ("Go Your Way") The Sword Of Destiny Trailer Official Gameplay Trailer 10 500 000 Official E3 2018 trailer Launch Cinematic Gameplay Reveal Official cinematic 7 000 000 48-minute demo trailer E3 2019 3 500 000 0 08.2013 06.2014 10.2014 04.2015 05.2015 05.2015 06.2018 08.2018 06.2019 At this year’s E3 Cyberpunk 2077 demos were showcased in both the public and the business sector. CD PROJEKT RED held a series of closed presentations for media and business partners, showcasing a nearly hourlong gameplay trailer of Cyberpunk 2077 for approximately 2000 attendees. In the public sector 54 presentations were organized over the course of three days, attracting over 5000 spectators. These events were very favorably received by journalists and the game received over 85 awards for E3 excellence. Following the close of E3 Cyberpunk 2077 was featured on the covers of numerous gaming magazines throughout the world, with over 6.5 thousand related articles appearing in both gaming and mainstream media. According to data published by GameIndustry. biz, Cyberpunk 2077 was the most widely covered videogame of E3. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
24 | CD PROJEKT Capital Group activity profile Following the balance sheet date, on 2-5 August, at China Joy – the largest gaming fair in China – the Company presented Chinese localizations of the Cyberpunk gameplay trailer and cinematic trailer. Presentations of the game were attended by representatives of several dozen major media outlets and local influencers. On 20-24 August the Company took part in Gamescom in Cologne – the largest such event on the European videogame market. Cyberpunk demos, displayed in two theaters, attracted 12 000 spectators, including 2000 media representatives, influencers and business partners from around the world. At the fair the Company also held the first qualifying round of the official Cyberpunk cosplay compe- tition. The winner – Katarina Petraskova – will face off against the winners of further qualifying rounds in a grand finale for a chance to claim 40 000 USD in prizes and secure a cover photo session deal with one of the world’s foremost entertainment mags. After the close of the reporting period the Company also announced its collaboration with Refused, which would appear as the in-universe SAMURAI band. The collaboration involves composition Instagram and recording of clips inspired Facebookby Cyberpunk Twitter pen-and-paper 2020YouTube edition songs, Discord Reddit as well as VK 172 tys. a selection of entirely new260content tys. created 371 tys. 448 tys. specifically for 65,8 tys. Cyberpunk 2077. 129 tys. 45,9 tys. obserwujących obserwujących obserwujących subskrybujących obserwujących subskrybujących obserwujących Scheme 6 Number of users and subscribers of Cyberpunk 2077 social media profiles as of 1 August 2019 other media 8 thousand followers Twitter 558.3 thousand followers VK 71.8 thousand followers Discord 108.6 thousand followers Facebook YouTube 364.8 thousand followers 630.5 thousand subscribers Instagram 172 thousand followers Reddit 221 thousand subscribers Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
25 | CD PROJEKT Capital Group activity profile GWENT On 27 March 2019 the Company announced that GWENT would be coming to smartphones. The iPhone release is scheduled for the fall of 2019, and will be followed by the Android release. Two GWENT expansions were released in the first half of 2019: the Crimson Curse expansion on 28 March, and the Novigrad expansion on 28 June, the latter introducing GWENT to one of the most important locations of The Witcher 3: Wild Hunt. Another GWENT Open tournament was held on 16-17 March, with a total prize pool of 25 thousand USD. This time the main prize was claimed by the Chinese gamer Ni “wangid1” Lipao. Instagram 20,7 tys. obserwujących Facebook Twitter YouTube VK Weibo Wechat Reddit Pozostałe 520 tys. 100 tys. 80 tys. 86,6 tys. 56 tys. 41 tys. 71,6 tys. 25,2 tys. obserwujących obserwujących subskrybujących obserwujących obserwujących użytkowników użytkowników obserwujących Scheme 7 Number of users and subscribers of GWENT social media profiles as of 1 August 2019 Twitter 101.6 thousand followers Weibo 57.2 thousand followers Facebook VK 524 thousand followers 85.5 thousand followers Pozostałe Reddit 32.2 thousand followers 78.6 thousand subscribers YouTube Wechat 83.1 thousand subscribers 37.4 thousand users Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
26 | CD PROJEKT Capital Group activity profile Other events related to The Witcher videogame series On 8 February 2019 add-on content inspired by The Witcher 3: Wild Hunt was released for Monster Hunter: World. On 11 June, during an official Nintendo Direct live stream the Company announced that The Witcher 3: Wild Hunt Complete Edition would be coming to Nintendo Switch as the first game in the series’ history. The Complete Edition features the main game, both expansions – Hearts of Stone and Blood and Wine – as well as all bonus content published after the game’s official launch. The Nintendo Switch release is being developed in collaboration with Saber Interactive, and has been scheduled for 15 October 2019. Facebook Twitter YouTube VK 1,4 mln. 1,11 tys. 300 tys. 84 tys. obserwujących obserwujących subskrybujących użytkowników Scheme 8 Number of users and subscribers of The Witcher social media profiles as of 1 August 2019 Twitter 1.1 million followers Facebook 1.4 thousand followers VK 92 thousand followers YouTube 310 thousand subscribers Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
27 | CD PROJEKT Capital Group activity profile GOG.com Target and scope of business activity The GOG.com platform was launched in August 2008. Its initial mission was to revitalize major PC cult classics and offer them for sale to international customers with particular focus on English-speaking countries, i.e. United States, Canada, United Kingdom and Australia. The plat- form is now offered in English, French, German, Russian, Chinese and Polish – this includes full game localizations as well as dedicated customer support and integration with locally popular payment channels, accepting payments in thirteen currencies. GOG.com also carries releases for the macOS and Linux operating systems. GOG.com activities focus on: ♦ digital distribution of videogames via the Company’s proprietary GOG.com distribution plat- form and the GOG Galaxy application, based on contracts concluded by GOG sp. z o.o. with producers, IPR holders and external publishers. The platform enables customers to purchase games, remit payment and download game files to their personal devices. ♦ development and support for the Company’s proprietary GOG Galaxy application to provide user-friendly and straightforward purchase, launch and update features for all games from the GOG.com catalogue, and to facilitate cross-platform online gameplay. GOG Galaxy is currently responsible for all networking features of GWENT, including in-game sales and payment processing in the PC edition. ♦ collaboration with CD PROJEKT S.A. in the framework of a consortium set up to develop and operate GWENT: The Witcher Card Game and Thronebreaker: The Witcher Tales. Facebook Twitter YouTube Twitch Pozostałe In this scope, GOG sp.348 437 tys. z o.o. tys.is responsible 51,3 tys.for handling 58,2 tys. in-game 60,5 purchases tys. in the PC edition, obserwujących obserwujących subskrybujących użytkowników użytkowników and for delivering the required IT infrastructure and implementing networking features. Scheme 9 Number of users and subscribers of GOG.com social media profiles as of 1 August 2019 Twitter other media 348 thousand followers 60.5 thousand followers Facebook 437 thousands followers Twitch 58.2 thousand followers YouTube 51.3 thousand subscribers Payments collected by GOG sp. z o.o. from customers are split with the Company’s suppliers as agreed upon in distribution contracts. Typical contracts require the Company to submit sales reports in monthly or quarterly cycles, not later than 30 days following the close of the given reporting period. With regard to certain older products the company may be contractu- ally permitted to adapt them to the requirements of modern operating systems, or to enable multiplayer gameplay if such features were originally provided by the given game. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
28 | CD PROJEKT Capital Group activity profile Key products As of the publication date of this report, the GOG.com catalogue comprises nearly 2800 products from more than 600 publishers and producers of videogames, including such well-known brands as Activision Blizzard, Bethesda, Disney, Electronic Arts, Ubisoft and Warner Bros. The key difference between GOG.com and its competitors (i.e. other independent platforms – Steam, Gamersgate, Humble Bundle etc.) is its set of core principles. As a rule, the company ensures that all of its games are free of cumbersome DRM measures. Products offered on GOG.com are richly featured and usually include bonus content such as soundtracks, maps and wallpapers. GOG.com. also ensures full compatibility of its games with current versions of MS Windows, Mac OS and popular distributions of Linux, and provides technical support in case of installation problems. If a game cannot be made to run on the user’s computer, it can be returned within 30 days of purchase for a full refund. Owing to these values GOG.com has become one of the most popular digital videogame distribution platforms in the world. The Group uses GOG.com to market its own products directly to end users – this includes The Witcher and The Witcher 2: Assassins of Kings, The Witcher 3: Wild Hunt (along with its expansion packs – Hearts of Stone and Blood and Wine, also offered as the Game of the Year Edition), Thronebreaker: The Witcher Tales and The Witcher Adventure Game. Thanks to GOG Galaxy support for GWENT networking features, distribution of GWENT to PC users can take advantage of the sales and payment mechanisms offered by GOG.com. Key sources of revenue Revenues obtained in the GOG.com segment are directly dependent on the popularity of the offered games and their respective sales volumes. The Company continuously expands the scope of its cooperation with suppliers and seeks access to new, attractive products. GOG.com is also home to seasonal and one-off sales campaigns, including summer, fall and Christmas bargain packages as well as other events which introduce new means of attracting gamers. Other notable sources of revenue include Thronebreaker: The Witcher Tales and GWENT: The Witcher Card Game. In this scope, revenues attributed to the GOG.com segment comprise: ♦ the GOG sp. z o.o. share of revenues from in-game sales to final customers in the PC edition (excluding the Chinese market), as stipulated in the consortium agreement, ♦ the GOG sp. z o.o. share of revenues from in-game sales handled by external partners (including the Chinese partner), as stipulated in the consortium agreement. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
29 | CD PROJEKT Capital Group activity profile Key product and marketing events GOG Galaxy 2.0 In the second quarter of 2019 GOG unveiled GOG Galaxy 2.0, which has now entered its beta testing phase. The goal of the application is to enable players to integrate all their game shelves into a single library, to communicate with friends and to track their progress regardless of their preferred gaming platforms. Its functionality will span PC and console platforms, extending beyond the GOG.com user base. The application is being developed in response to the growing fragmentation of the gaming market, where new digital distribution platforms are emerging and an increasing number of games are released on a platform-exclusive basis. During this year’s E3 fair demo versions of the applications where showcased to invited repre- sentatives of top gaming media (including Gamespot, IGN and Game Informer). Following the launch of the beta testing phase, access to GOG Galaxy 2.0 was provided to several hundred media editors and influencers from around the world, resulting in a large volume of positive reports and recommendations. Beta subscriptions are still available – see: gogalaxy.com/en/ for details. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
30 | CD PROJEKT Capital Group activity profile New games in the GOG.com catalogue In the first half of 2019 the list of classic PC games offered on GOG.com was extended with several cult classics from Blizzard Entertainment games. Remastered games, such as Diablo (along with its long-unavailable Hellfire expansion pack), Warcraft: Orcs and Humans and Warcraft II Battle.net Edition quickly topped the list of fastest-selling classic games in GOG.com’s history, becoming the most important external products marketed on GOG.com in the first half of 2019 – in terms of revenues. Other notable fresh releases and new games introduced in the first of the year include Imperator: Rome, Mutant Year Zero: Road to Eden, Spec Ops: The Line, Blood: Fresh Supply, Bioshock Infinite: Complete Edition and Vampyr. In terms of the total transaction volume, the most important product of the first half of 2019 was Cyberpunk 2077, whose preorder campaign began on 9 June. During this initial period approximately one third of all Cyberpunk 2077 digital PC preorders were placed using the GOG.com platform. Transactions which correspond to Cyberpunk 2077 preorders will not be aggregated with GOG.com or Capital Group revenues until the game’s official release. Prior to this release, all such inflows will instead be reported as deferred revenues. Sales support With regard to digital distribution sales support focuses primarily on securing distribution rights to new, appealing videogames, and on seasonal sales campaigns. The most important sales-related event of the first half of 2019 was the annual Summer Sale, which covered nearly 2500 games. With regard to revenues, it was the biggest single sale in GOG.com’s history. The theme of this year’s edition was the summer music festival. Daily recommended game packages were published, featuring videogame characters as vocal talents – including Geralt and V from Cyberpunk 2077. In addition to its other themed events, such as the Spring Sale, Hot Sale, Lantern Festival Sale and Indie Week, GOG.com also hosts weekly sales. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
31 | CD PROJEKT Capital Group activity profile Key suppliers and clients GOG.com markets games via online channels directly to millions of individual users worldwide. As such, the segment does not have key clients in the usual sense of the term. Figure 5 Sales of products and goods by GOG.com in the first halves of 2018 and 2019 by territory. Other Other territories (22%) territories (23%) USA (34%) USA (30%) The Sweden (2%) Netherlands (2%) H1 2019 Sweden (2%) H1 2018 Australia (4%) Australia (4%) Russia (4%) Russia (4%) Canada (5%) Germany (14%) Canada (4%) France (5%) Germany (13%) France (5%) United Poland United Kingdom (5%) Poland (6%) (6%) Kingdom (6%) In the first half of 2019 the largest group of GOG.com customers comprised residents of the United States (34%), followed by Germany (13%), Poland (6%) and the United Kingdom (5%). Key corporate events On 14 January 2019 a new member company was incorporated in the framework of the Capital Group – CD PROJEKT RED STORE sp. z o.o., fully owned by CD PROJEKT S.A. On 8 May the new company launched an online store which sells high quality collector’s items inspired by the studio’s videogames. The store’s catalogue will be progressively expanded with new products and categories. Currently CD PROJEKT RED STORE serves European Union member states; however, its geographical reach will soon expand to cover – among others – the US and Canada. On 4 April 2019 Oleg Klapovskiy tendered his resignation from the Management Board of the Company, effective on the date of the nearest General Meeting, which took place on 23 May 2019. The stated reason behind the resignation was the need for full involvement in the affairs of a subsidiary Company – GOG sp. z o.o. – including further expansion of the GOG.com plat- form and work on new projects which will affect the operation of the online store and the GOG.com platform as a whole. On 23 May 2019 the Ordinary General Meeting of the Company adopted a resolution concer- ning the payment of a dividend in the amount of 100 926 000.00 PLN, i.e. 1.05 PLN per share. The dividend date was set to 31 May 2019, with payment occurring on 13 June 2019. Events occurring after the balance sheet date No significant events occurred after the close of the reporting period which would merit inclusion in this semiannual report on CD PROJEKT Capital Group activities. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
32 | CD PROJEKT Capital Group activity profile Disclosure of seasonal or cyclical activities CD PROJEKT RED The revenues and financial result of the CD PROJEKT RED segment are strongly affected by the videogame release schedule. CD PROJEKT RED usually takes between 2 and 4 years to produce a game. Initial development work occurs before the previous game in the series is complete and ready to be released. CD PROJEKT RED also engages in smaller-scale projects – such as add-ons for its own games or adapting existing products to work on new gaming platforms. Such projects may be carried out directly by the Company or by its external partners, and their implementation may take several months (up to about a dozen). With regard to games which have already been released, their yearly sales distribution is depen- dent on the schedule of periodic sales campaign. In most cases, strong sales are reported in the second and fourth quarter, while the first and the third quarter (the latter of which overlaps with the summer vacation season) see weaker sales. Figure 6 CD PROJEKT RED release quarters – sales of products, goods and materials in 2011-2019 (PLN thousands) 500 000 450 000 400 000 350 000 300 000 250 000 200 000 150 000 100 000 50 000 0 ne .2 15 Q 018 Q 011 Q 011 Q 012 36 Q1 11 Q 12 Q 12 Q 012 Q 013 Q 013 Q 013 Q 013 Q 014 Q 014 Q 014 he Q 014 Q 015 Q 015 W Q 015 Q 016 Q 016 Q 16 Q 016 Q 017 Q 017 Q 017 Q 017 Q 018 ke 3.2 8 4. 18 Q 019 19 Q 011 ea Q 201 20 St Q .20 rQ 0 0) .20 20 20 20 C) .2 2 2 1.2 2 2 2 2 1.2 2 2 2 1.2 2 2 2 1.2 2 2 2 r 3 1.2 in 1.2 2 2 1.2 3. 4. 2. 2. 3. 4. 2. 3. 4. 2. 3. 4. (P Q1 2. 2. 3. 4. 4. 2. 3. 4. 2. 2 3 e o r2 (X tc br d of i he an r2 W ne ts itc he e d ro r Th oo ea W Th itc H Bl e W T; Th n: n: EN e io io Th ns W ns G pa pa Ex Ex Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
33 | CD PROJEKT Capital Group activity profile GOG.com The digital videogame distribution market, which is the main area of activity of GOG.com, is characterized by seasonal fluctuations in revenues. On an annual basis, the highest revenues are typically obtained in the fourth quarter while the lowest revenues correspond to the third quarter. Sales in Q2 and Q4 are boosted by promotional activities organized in these periods. The sales volume is also strongly dependent on the timing of new releases in each reporting period. GOG.com also obtains revenues from microtransactions carried out within GWENT: The Witcher Card Game. The volume of such revenues depends, among others, on the game’s popularity and on new content released to gamers during each period. Figure 7 Quarterly sales of goods and materials in the GOG.com segment; 2018-2019 (PLN thousands). 50 000 2018 45 000 2019 40 000 35 000 30 000 25 000 20 000 15 000 Q1 Q2 Q3 Q4 Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
34 | CD PROJEKT Capital Group activity profile Disclosure of external and internal factors affecting further growth of the CD PROJEKT Capital Group Future growth of the Company and its Capital Group is critically dependent on the ability to retain world-class creative professionals and experts, and to attract a growing number of specialists, both Polish and foreign, to work on the Group’s future releases. Ongoing expansion of the company also calls for effective management of production and publishing activities rela- ted to several projects carried out in parallel at the Company HQ in Warsaw and at its branch offices in Kraków, Wrocław, Berlin, Los Angeles, Shanghai and Tokyo. The market performance of each new release is an important aspect of the Studio’s reputation as a developer of top-qu- ality, highly sought-after entertainment products. It also underpins the value and recognition of brands such as The Witcher, Cyberpunk and CD PROJEKT RED, upon which the long-term development strategy of the Company and its Capital Group is founded. Moreover, the activities of CD PROJEKT Capital Group member companies are affected by external factors such as the global macroeconomic conditions, legal reforms and changes in taxation. In this sense, CD PROJEKT is in a similar position to many other companies conducting business on domestic and international markets. Key internal and external factors which may, in the Board’s opinion, prove detrimental to the Group’s activities and growth prospects are listed in the risk assessment section of the Mana- gement Board report on CD PROJEKT Capital Group and CD PROJEKT S.A. activities in 2018. With regard to further quarters of 2019, the CD PROJEKT Capital Group intends to develop its activities in parallel in two key segments: CD PROJEKT RED and GOG.com, while also pursuing new initiatives in the framework of its subsidiaries – Spokko and CD PROJEKT RED STORE. A description of further growth plans can be found in the Strategy of the CD PROJEKT Capital Group for the years 2016-2021, announced in March 2016. The full text of this document is available on the Company’s corporate website at: cdprojekt.com/en/capital-group/strategy/. CD PROJEKT RED Key factors which will guide activities in the CD PROJEKT RED segment include ongoing projects, the scale of development work associated with those projects and their perceived popularity among players. In this context, the most significant factors shaping the current results of the CD PROJEKT Capital Group include the popularity of previously published games set in The Witcher universe, as well as – in future periods – the progress of development and market reception of the Company’s new releases, including Cyberpunk 2077 and further products. To-date enthusiastic reception of the Studio’s new product by gamers and experts alike sugge- sts strong potential of the brand, both in terms of PR and commercial appeal. Commitment to product quality, maintaining the pace of the Cyberpunk 2077 marketing campaign, PR activities, hype management and fostering community relations are all important aspects of the game’s anticipated market success. In addition, global recognition and popularity of the Cyberpunk 2077 brand may entice gamers who are not yet familiar with The Witcher games to seek access to the Company’s earlier products. Future results of the CD PROJEKT Capital Group will also depend on the popularity and progress of development of GWENT: The Witcher Card Game. The GWENT team currently focuses on Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
35 | CD PROJEKT Capital Group activity profile porting the game to mobile devices, on adding new content, card sets and vanity items as well as organizing regular in-game events with the aim to attract and retain gamers. GWENT: The Witcher Card Game is the first multiplayer game developed by the CD PROJEKT Group in which CD PROJEKT and GOG collaborate to jointly create new technological solutions while extending their knowledge and experience in terms of provisioning online products. These technologies and know-how are strategically important for the Group and its future development and publishing capabilities. The Company believes that maintaining the observed growth dynamics and expansion of its activity profile will depend on further enhancement of its world-class videogame development skillset and on maintaining effective communication channels with the global gaming commu- nity. Managing two separate major franchises (The Witcher and Cyberpunk), along with several independent development teams, enables the Company to conduct parallel work on several projects and smoothens its long-term release schedule. This migration towards a dual-franchise model supported by several independent product lines also permits optimization of manufac- turing and financial activities, mitigates important risk factors and makes it easier for Company employees to seek professional fulfillment. GOG.com In the GOG.com segment, maintaining the current high sales volume should be supported by the customers’ increasing tendency to turn to online channels for purchases. GOG.com growth also depends on seeking additional brand-new products. Accordingly, GOG sp. z o.o. actively communicates with leading global developers and publishers of videogames, continually expanding its list of business partners and products offered. Each new release on GOG.com contributes to the platform’s popularity and drives up sales. In addition to adding new products GOG sp. z o.o. also seeks to expand its user base by attracting new players – those who have not yet set up a GOG.com account. The Company has been successful in this regard, owing to its PR activities and synergies resulting from cooperation with CD PROJEKT S.A. The GOG.com customer pool continues to grow at a steady pace. Expanding the reach of services operated by GOG.com may strongly depend on the community reception of GOG Galaxy 2.0. Conceptually, this newest edition of GOG’s proprietary technology aims to provide convenient access to games purchased by customers regardless of platform, as well as facilitate social interaction. GOG Galaxy 2.0 is currently in its closed beta stage. Further growth of activities in the GOG.com segment, including the potential to acquire unique know-how and experience, and to fully leverage the Company’s technological expertise, will be influenced by the Company’s involvement in the GWENT project, where GOG.com is responsible for networking and online sales. Participation in the GWENT project and applying GOG Galaxy in the development of a free-to-play online game marks GOG.com’s entry into a new market segment. The resulting technologies and experience will, in the Board’s opinion, strongly affect future growth prospects of GOG.com in this heretofore unexplored area of the market. Management Board report on CD PROJEKT Capital Group activities for the period between 1 January and 30 June 2019 (all figures quoted in PLN thousands unless stated otherwise)
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