Subject: Registration of the lowering of the share capital, redemption of own shares and registration of other amendments in the Company Articles of Association
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 seat in Warsaw (“the Company”) hereby announces that on 26 June 2023 it was notified of registration on 26 June 2023, by the District Court for the City of Warsaw, in Warsaw, 14th Commercial Department of the National Court Registry (“the Court”), of:
1. changes comprising the lowering of the Company’s share capital by 860 290 PLN, the consequent redemption of 860 290 shares of the Company (representing the equivalent number of votes at the General Meeting) and the related change in the existing labeling scheme of Company shares issued in series A through M by replacing it with a uniform scheme as series A – M shares. The redemption applied to shares previously bought back by the Company in the framework of a buy-back program executed between 5 and 24 October 2022.
As a consequence, the Company’s share capital currently stands at 99 910 510 PLN, divided into 99 910 510 series A – M ordinary bearer shares with a nominal value of 1.00 (one) PLN each. The total number of votes afforded by all Company shares outstanding is 99 910 510.
The lowering of the share capital, redemption of shares and the associated amendments to the Company Articles are based upon Resolution no. 9 of the Extraordinary General Meeting of the Company of 18 April 2023 (“EGM”) concerning redemption of the Company’s own shares and Resolution no. 10 of EGM concerning lowering of the Company’s share capital and amending its Articles of Association (published in their entirety in Current Report no. 12/2023).
Consequently, § 7 section 1 of the Company Articles was given the following form:
„1. The share capital amounts to 99 910 510 (ninety nine million nine hundred ten thousand five hundred and ten) PLN and consists of 99 910 510 (ninety nine million nine hundred ten thousand five hundred and ten) ordinary bearer shares with a nominal value of 1.00 (one) PLN each, arranged into series labeled A to M.”
2. amendments to the Company Articles which concern mainly the nominal value of the conditional increase in Company share capital, i.e.:
(i) changes introduced on the basis of Resolution no. 4 of the EGM, as a result of which:
a. § 8 section 1 of the Company Articles was given the following form: „Repealed”,
b. § 8 section 2 of the Company Articles was given the following form: „Repealed”,
c. § 8 section 3 of the Company Articles was given the following form: „Repealed”,
(ii) changes introduced on the basis of Resolution no. 6 of the EGM, as a result of which:
a. in § 8 of the Company Articles section 4 was added with following content:“The nominal value of the conditional increase in the Company share capital performed in order to facilitate implementation of the incentive program instituted on the basis of resolution no. 5 of the Extraordinary General Meeting of Shareholders concerning institution of Incentive Program A for the financial years 2023-2027 of 18 April 2023 shall not exceed 1 500 000 (one million five hundred thousand) PLN, divided into not more than 1 500 000 (one million five hundred thousand) Series O ordinary bearer shares with a nominal value of 1 (one) PLN each. The aim of the conditional increase in the Company share capital is to assign the right to take up Series O shares to holders of Subscription Warrants issued in accordance with resolution no. 6 of the Extraordinary General Meeting of Shareholders of 18 April 2023, who are enrolled in Incentive Program A instituted on the basis of resolution no. 5 of the Extraordinary General Meeting of Shareholders of 18 April 2023 and in line with the Terms and Conditions of Incentive Program A adopted in conjunction therewith.”;
b. in § 8 of the Company Articles section 5 was added with following content:„The right to take up Series O shares shall appertain to holders of Subscription Warrants arranged into series and labeled using successive letters of the alphabet beginning with C. The right to take up Series O shares may be exercised within 30 (thirty) days of the date of initial deposition of each Subscription Warrant in the securities account or summary account. Notwithstanding the foregoing, the deadline for exercise of Subscription Warrants may not fall beyond 18 April 2033 under any circumstances.”;
`(iii) changes introduced on the basis of Resolution no. 8 of the EGM, as a result of which:
a. in § 8 of the Company Articles section 6 was added with following content:
„The nominal value of the conditional increase in the Company share capital performed in order to facilitate implementation of the incentive program instituted on the basis of resolution no. 7 of the Extraordinary General Meeting of Shareholders concerning institution of Incentive Program B for the financial years 2023-2027 of 18 April 2023 shall not exceed 3 500 000 (three million five hundred thousand) PLN, divided into not more than 3 500 000 (three million five hundred thousand) Series P ordinary bearer shares with a nominal value of 1 (one) PLN each. The aim of the conditional increase in the Company share capital is to assign the right to take up Series P shares to holders of Subscription Warrants issued in accordance with resolution no. 8 of the Extraordinary General Meeting of Shareholders of 18 April 2023, who are enrolled in Incentive Program B instituted on the basis of resolution no. 7 of the Extraordinary General Meeting of Shareholders of 18 April 2023 and in line with the Terms and Conditions of Incentive Program B adopted in conjunction therewith.”;
b. in § 8 of the Company Articles section 7 was added with following content:
„The right to take up Series P shares shall appertain to holders of Subscription Warrants arranged into series and labeled using successive letters of the alphabet beginning with D. The right to take up Series P shares may be exercised within 30 (thirty) days of the date of initial deposition of each Subscription Warrant in the securities account or summary account. Notwithstanding the foregoing, the deadline for exercise of Subscription Warrants may not fall beyond 18 April 2033 under any circumstances.”
As a result of the foregoing, the nominal value of the conditional increase in the Company share capital currently stands at 5 000 000 PLN. The full wording of resolutions adopted by the EGM was published in Current Report no. 12/2023 of 18 April 2023, whereas the justification for the corresponding draft resolutions was published in Current Report no. 10/2023 of 22 March 2023.
The consolidated text of the Company Articles, incorporating the amendments mandated by the above-mentioned EGM resolutions, is appended 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.