Subject: Registration of amendments in the Articles of Association of the Company
Legal basis: Art. 56 section 1 item 2 of the Offerings Act – current and periodic information
The Management Board of CD PROJEKT S.A. with a registered office in Warsaw (the “Company”) informs that on December 16, 2024, Company’s proxy received a decision of the District Court for the City of Warsaw in Warsaw, 14th Commercial Department of the National Court Registry, concerning entry into the register on 14 December, 2024 as regards the following amendments of the Articles of Association of the Company:
1.the amendment introduced on the basis of the resolution no. 9 of the Extraordinary General Meeting of the Company of 28 November 2024 (the “General Meeting”) concerning amendments to § 12 of the Articles of Association of the Company (the full text of the resolution published in the Company’s current report no. 27/2024), as a result of which the existing § 12 section 1 of the Articles of Association of the Company was given the following form:
“1. “Members of the Management Board are appointed and dismissed by the Supervisory Board. Members of the Management Board are appointed for a joint four-year term.”
2. amendments introduced on the basis of the resolution no. 10 of the General Meeting concerning amendments to § 18, § 19, § 20 and § 22 of the Articles of Association of the Company (the full text of the resolution published in the Company’s current report no. 27/2024), as a result of which:
i) The existing § 18 section 1 of the Articles of Association of the Company is given the following form:
“1. Members of the Supervisory Board are appointed and dismissed by the General Meeting. Members of the Supervisory Board are appointed for a joint four-year term. The Supervisory Board elects, from among its members, its Chair and Deputy Chair. The Supervisory Board may appoint two of its members as Chairs, in which case each of these appointees will be referred to as the Co-Chairs. Under such circumstances, the duties and prerogatives of the Chair arising under law, the Articles of Association of the Company and internal Company by-laws, will be equally discharged by each Co-Chair. In case of a dispute over competence between Co-Chairs, the deceive decision will rest with the Co-Chair with the longer record of work in the Supervisory Board of the Company (calculated jointly, that is also taking into account all concluded terms, and irrespective of any gaps between them).”
ii) The existing § 19 section 1 of the Articles of Association of the Company was given the following form:
“1. Except as regulated by specific provisions of the applicable laws, the Supervisory Board may adopt resolutions at meetings or outside of meetings, i.e. in writing or using means of direct remote communication. Regardless of mode, Supervisory Board resolutions are adopted by an absolute majority of votes, with the exception of matters specified in section 3 below.”
iii) The existing § 19 section 2 of the Articles of Association of the Company was given the following form:
“2. Resolutions adopted at Supervisory Board meetings are valid if all Members of the Supervisory Board have been invited to the given meeting, and at least four Members of the Supervisory Board attend the meeting. Meetings of the Supervisory Board may also be attended remotely, using means of direct remote communication.”
iv) The existing § 20 section 1 of the Articles of Association of the Company was given the following form:
- “Either the Management Board or any Member of the Supervisory Board may demand the convening of a meeting of the Supervisory Board, and submit a draft agenda. The demand must be submitted to the person discharging the duties of the Chair of the Supervisory Board. The meeting is convened by the person discharging the duties of the Chair of the Supervisory Board no later than two weeks following submission of the corresponding demand.” v) The existing § 20 section 3 of the Articles of Association of the Company was given the following form:
“3. “Repealed.”
vi) The existing § 22 of the Articles of Association of the Company was given the following form:
“When no Chair of the Supervisory Board (including Co-Chairs) is present or able to discharge the said duties, they shall instead be discharged by the Deputy Chair.”
3. the amendment introduced on the basis of the resolution no. 12 of the General Meeting concerning amendments to § 28 of the Articles of Association of the Company (the full text of the resolution published in the Company’s current report no. 27/2024), as a result of which the existing § 28 section 5 of the Articles of Association of the Company was given the following form:
“5. The use of supplementary and reserve capitals is decided by the General Meeting. Amounts from profit accumulated in the reserve capital may be allocated towards payment of dividends pursuant to Art. 348 § 1 of the Commercial Companies Code. A portion of the reserve capital equivalent to one third of the share capital may be allocated only towards coverage of losses reported in the financial statement.”
The consolidated text of the Articles of Association of the Company, incorporating the amendments introduced on the basis of the above-mentioned General Meeting resolutions, is appended to this report. The full content of the justifications for the drafts of the above-mentioned resolutions was published in Current Report no. 26/2024 of 31 October 2024.
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.