Subject: Election of Co-Chairs, Deputy Chair of Supervisory Board for the new term and the Members and Chair of the Audit Committee
Legal basis: Art. 56 section 1 item 2 of the Act on Public Offering – current and periodic information
The Management Board of CD PROJEKT S.A. with its registered office in Warsaw (the “Company”) hereby announces that on 8 January 2025 a meeting of the Supervisory Board of the Company took place, during the course of which:
(i) Mr. Adam Kiciński and Mr. Marcin Iwiński were elected to perform as of 8 January 2025 the roles of Chair of the Supervisory Board of the new term, in consequence of which each of them will have a title of Co-Chair of the Supervisory Board;
(ii) Mr. David Gardner was elected as of 8 January 2025 to perform the role of the Deputy Chair of the Supervisory Board of the new term;
(iii) The Audit Committee of the new term was elected in the following composition:
– Professor Agnieszka Słomka – Gołębiowska – meeting independence criteria in the sense of Art. 129 section 3 of the Act of 11 May 2017 on certified auditors, audit firms and public oversight (Journal of Laws 2024, p. 1035) (the “Act”) and Annex II to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC)(the “Annex II”) and the criterion indicated in Art. 129 section 1 of the Act concerning possession of knowledge and skills in the scope of accounting or auditing financial statements;
– Ms. Beata Cichocka – Tylman – meeting independence criteria in the sense of Art. 129 section 3 of the Act and Annex II, the criterion indicated in Art. 129 section 1 of the Act concerning possession of knowledge and skills in the scope of accounting or auditing financial statements and the criterion indicated in Art. 129 section 5 of the Act concerning possession of knowledge and skills in the scope of the Company’s business activity;
– Mr. Adam Kiciński – meeting the criterion indicated in Art. 129 section 5 of the Act concerning possession of knowledge and skills in the scope of the Company’s business activity.
(iv) The role of Chair of the Audit Committee was assigned to Professor Agnieszka Słomka – Gołębiowska.
Pursuant to the Audit Committee Regulations, Members of the Audit Committee are appointed by the Supervisory Board from among its members for a term equivalent to that of the Supervisory Board.
According to declarations filed with the Company, the persons appointed as Co-Chairs, Deputy Chair and Members of the Audit Committee for the new term:
– are not listed in the Registry of Insolvent Debtors maintained in accordance with the Polish National Court Register Act of 20 August 1997 (JL 2024, item no. 979),
– do not engage in competition with the Company as partners in a civil law partnership or personal partnership, as members of any official body of a limited company, or as members of any official body of any other legal entity which engages in competition with the Company, and do not otherwise engage in competition with the Company in any other way.
Detailed resumes and statements of persons elected for the above described roles are annexed to this report.
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 responsibility in this regard.