Subject: Request to extend the agenda of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A. convened on 24 May 2016 and submission of a Supervisory Board membership candidature
Legal basis: Art. 56 section 1 item 2 of the Offerings Act – current and periodic information
The Management Board of CD PROJEKT S.A. (hereafter referred to as “the Company”) hereby announces that on 2 May 2016 it received notice from a Company shareholder, Mr. Piotr Nielubowicz, filed in compliance with Art. 401 § 1 of the Commercial Company Code, requesting that the agenda of the Ordinary General Meeting of the Company (hereafter referred to as “the General Meeting”), convened on 24 May 2016, be extended.
The above mentioned party requested inclusion of a resolution concerning appointment of a Supervisory Board member, and submitted the corresponding draft resolution:
„Resolution no. ______________ of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A. of 24 May 2016 concerning appointment of a member of the Supervisory Board of CD PROJEKT S.A.
Pursuant to Art. 385 § 1 of the Commercial Company Code and § 18 section 1 of the Articles of Association of CD PROJEKT S.A. (hereafter referred to as “the Company”), the Ordinary General Meeting has decided the following:
§ 1
- The Ordinary General Meeting hereby appoints ……………………. as member of the Supervisory Board of the Company.
- The appointment is valid for the current joint term of the Supervisory Board.
§ 2
The resolution enters into force on the day of its adoption.”
In line with the presented request, the updated agenda of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A. convened on 24 May 2016 is as follows:
- Opening of the General Meeting.
- Election of General Meeting Chairman.
- Determining that the General Meeting has been validly convened and is empowered to undertake binding decisions.
- Approval of General Meeting agenda.
- Discussion concerning the Company’s managerial reports, the Company’s financial statement and the consolidated financial statement for 2015.
- Resolution concerning approval of the Company’s financial statement for 2015.
- Resolution concerning approval of the Management Board report on Company activities in 2015.
- Resolution concerning the allocation of Company profit in 2015.
- Resolution concerning the approval of the consolidated financial statement of the CD PROJEKT Capital Group for 2015 and the corresponding Management Board report on CD PROJEKT Capital Group activities in 2015.
- Resolution on granting a vote of acceptance to the President of the Management Board, Mr. Adam Kiciński, on account of the performance of his duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to the Vice President of the Management Board, Mr. Marcin Iwiński, on account of the performance of his duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to the Vice President of the Management Board, Mr. Piotr Nielubowicz, on account of the performance of his duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to Mr. Adam Badowski, member of the Management Board, on account of the performance of his duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to Mr. Michał Nowakowski, member of the Management Board, on account of the performance of his duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to Mr. Piotr Karwowski, member of the Management Board, on account of the performance of his duties between 1 November and 31 December 2015.
- Resolution on granting a vote of acceptance to Chairwoman of the Supervisory Board, Ms. Katarzyna Szwarc, on account of the performance of her duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to Deputy Chairman of the Supervisory Board, Mr. Piotr Pągowski, on account of the performance of his duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to Mr. Grzegorz Kujawski, member of the Supervisory Board, on account of the performance of his duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to Mr. Maciej Majewski, member of the Supervisory Board, on account of the performance of his duties between 1 January and 31 December 2015.
- Resolution on granting a vote of acceptance to Mr. Krzysztof Kilian, member of the Supervisory Board, on account of the performance of his duties between 28 May and 31 December 2015.
- Resolution on granting a vote of acceptance to Mr. Cezary Iwański, former member of the Supervisory Board, on account of the performance of his duties between 1 January and 7 May 2015.
- Resolution concerning changes in the compensation of Supervisory Board members.
- Resolution concerning institution of an Incentive Program.
- Resolution concerning issue of Series B subscription warrants with exclusion of pre-emption rights for existing shareholders, entitling holders to claim Series M shares, and conditional increase in the Company share capital via issue of Series M shares with exclusion of pre-emption rights for existing shareholders in order to facilitate implementation of the Incentive Program, and the corresponding changes in the Company Articles.
- Resolution concerning acquiescence to buyback of Company shares for redemption.
- Resolution concerning appointment of a Supervisory Board member.
- Conclusion of the meeting.
Together with the presented request, the Company shareholder proposed the candidature of Mr. Michał Bień as member of the Company’s Supervisory Board.
Acting in compliance with the Code of Best Practices for WSE Listed Companies and in order to enable Shareholders to familiarize themselves with the competences of the candidate, the Management Board hereby discloses Mr. Bień’s CV, which is appended to this report.
The Company has also received a separate statement from Mr. Michał Bień to the effect that he accedes to the presented candidature and that furthermore he fulfills all requirements imposed upon members of supervisory boards of limited companies under Art. 18 of the Commercial Company Code; in particular that he does not engage in competition with CD PROJEKT S.A. either as a member of a civil law partnership or as a member of any organ of a limited company, and that he is not entered in the Register of Insolvent Debtors maintained in accordance with the National Court Registry Act.
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 employees decline all res