Subject: Announcement of convocation of an Extraordinary General Meeting
Legal basis: Article 56.1.2 of the Offering Act – current and periodic information
Content:
Pursuant to Article 399 § 1 of the Commercial Companies Code, the Management Board of CD PROJEKT S.A. with its registered office in Warsaw, ul. Jagiellońska 74, registered in the company register of the National Court Register, entry no. KRS 0000006865, convenes an Extraordinary General Meeting of Shareholders to be held on 29 November 2016 at 10:00. The General Meeting will be held at the headquarters of CD PROJEKT S.A., ul. Jagiellońska 74, Warsaw, with the following agenda:
Agenda:
1. Opening of the General Meeting
2. Election of the General Meeting Chairman
3. Approval of General Meeting agenda.
4. Adoption of a resolution concerning changes in the Company Articles of Association and empowerment of the Supervisory Board to collate the unified text of the amended Articles of Association
5. Adoption of a resolution concerning approval of buyback of Company shares for redemption, and repealing and superseding resolution no. 22 of the Ordinary General Meeting of Shareholders of 24 May 2016 concerning the same matter
6. Adoption of a resolution concerning merger with CD PROJEKT Brands S.A.
7. Conclusion of the meeting
The Management Board presents attached hereto the draft resolutions to be discussed at the Extraordinary General Meeting.
Information for shareholders
Eligibility to participate in the General Meeting
The Management Board wishes to state that, in accordance with Art. 4061 of the CCC, eligibility to participate in the General Meeting is restricted to parties who will have held Company stock sixteen days prior to the date of the General Meeting, i.e. on 13 November 2016 (the date of registration for participation in the General Meeting, hereafter referred to as “Registration Day”).
The list of holders of dematerialised shares who are entitled to participate in the General Meeting is prepared by the depository agency, namely the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) on the basis of information obtained from entities operating the shareholders’ securities accounts and authorised to issue registered certificates of eligibility for participation in the General Meeting.
Requests for registered certificates of eligibility for participation in the General Meeting should be submitted by shareholders to operators of securities accounts between the date of announcement of the General Meeting, i.e. 2 November 2016, and the first business day following the Registration Day, i.e. 14 November 2016.
Holders of registered shares and temporary certificates, as well as pledgees and usufructees entitled to exercise voting rights are entitled to attend the General Meeting of Shareholders if they are entered in the register of shareholders on the Registration Day.
Holders of bearer shares may participate in the General Meeting provided that not later than on the Registration Day they will have deposited their shares at the Company’s registered office and will not have collected them until the end of the Registration Day. Instead of shares they may deposit certificates issued to confirm that the shares have been deposited with a notary, in a bank or at a brokerage house with a registered office or branch in a European Union member state or a state which is party to the European Economic Area agreement, depending on the shareholder’s preferences. The certificates should include the numbers of share warrants along with a statement that the shares will not be released before the end of the Registration Day.
The list of parties entitled to participate in the General Meeting shall be prepared by the Company on the basis of lists provided by the Central Securities Depository of Poland (Krajowy Rejestr Papierów Wartościowych S.A.), the share register and deposit certificates for shares deposited with a notary, in a bank or at a brokerage house with a registered office or branch in a European Union member state or a state which is party to the European Economic Area agreement. The list of parties entitled to participate in the General Meeting shall be made available at the Company headquarters three weekdays prior to the General Meeting, i.e. from 25 to 28 Novemberr 2016, between 9:00 and 16:00.
Each shareholder may request the list to be delivered to him/her free of charge by submitting a valid e-mail address. Such requests should be addressed to nwza@cdprojekt.com.
Selected rights of shareholders pertaining to the General Meeting
A shareholder or shareholders representing at least 1/20 of the Company share capital may demand that certain items be placed on the General Meeting agenda. Such demands should be submitted to the Management Board of the Company no later than twenty-one days prior to the General Meeting date, i.e. by 7 November 2016. Each demand should be accompanied by a justification or draft resolution concerning a proposed agenda item and may be submitted in writing or electronically to nwza@cdprojekt.com. The Company should be notified of any draft resolution concerning a proposed agenda item or demands to place additional items on the General Meeting agenda either in writing or by e-mail at nwza@cdprojekt.com.
At the General Meeting any shareholder may introduce draft resolutions concerning an item on the agenda.
Means of participation in the General Meeting and exercising voting rights
A shareholder who is also a natural person may participate in the General Meeting and exercise voting rights personally or through a plenipotentiary. Shareholders who are not natural persons may participate in the General Meeting and exercise voting rights through persons authorised to issue declarations of intent on their behalf, or through plenipotentiaries. Each plenipotentiary should possess suitable authorisation, issued in writing or electronically. Electronic authorisation does not need to be accompanied by an electronic signature secured with a valid security certificate; however, the issuance of electronic authorisation should be communicated to the Company by e-mail, at nwza@cdprojekt.com.
In order to properly authenticate the shareholder who is to be represented by a plenipotentiary, the electronic authorisation should contain the following attachments:
(i) For shareholders who are natural persons – a copy of a national ID, passport or other official identification document. Additionally, shareholders who are natural persons should attach a declaration authorising the Company to process their personal data for the purposes of authentication and assessment of the validity of the electronic authorisation;
(ii) For shareholders who are not natural persons – a copy of the relevant registration document or any other document confirming that the shareholder is entitled to nominate a plenipotentiary to represent them at the General Meeting.
In case of any doubts regarding the authenticity of the above mentioned documents, the Management Board of the Company reserves the right to demand the following documents of the plenipotentiary while the attendance list is being collated:
(i) For shareholders who are natural persons – a notarised copy of a national ID, passport or other official document confirming the shareholder’s identity;
(ii) For shareholders who are not natural persons – the original counterpart or a notarised copy of the shareholder’s certificate of registration or of any other document confirming that the shareholder is entitled to nominate a plenipotentiary to represent them at the General Meeting.
In order to authenticate the plenipotentiary, the Management Board of the Company reserves the right to demand the following documents of the plenipotentiary while the attendance list is being collated:
(i) For plenipotentiaries who are natural persons – a copy of a national ID, passport or other official document confirming the plenipotentiary’s identity;
(ii) For plenipotentiaries who are not natural persons – the original counterpart or a notarised copy of the plenipotentiary’s certificate of registration or of any other document confirming that the natural person (or natural persons) are entitled to represent the plenipotentiary at the General Meeting.
The forms mentioned in Art. 4023 § 1 point 5 of the CCC enabling plenipotentiaries to
exercise voting rights are available on the Company website at www.cdprojekt.com.
The Company does not impose an obligation to use the above mentioned forms when
granting plenipotentiary rights.
The Management Board wishes to inform that should a shareholder nominate a plenipotentiary and provide him/her with voting instructions, the Company will make no attempt to verify whether the votes cast by the plenipotentiary remain in agreement with the shareholder’s instructions. As such, voting instructions should be provided to plenipotentiaries only.
The Company’s Articles of Association do not provide for remote participation in the General Meeting, making statements at the General Meeting using telecommunications channels or casting votes by electronic means.
Additionally, the General Meeting regulations do not provide for casting votes by traditional mail.
General meeting materials
Each party entitled to participate in the General Meeting may obtain all documents which are to be submitted to the General Meeting, including draft resolutions, or, when no resolutions are foreseen, any statements of the Management Board or Supervisory Board regarding items on the General Meeting agenda or items which are to be placed on the agenda prior to the meeting. Such information will be made available on the Company website at www.cdprojekt.com and additionally at the Company headquarters (Warsaw, Jagiellońska 74) between 9:00 and 16:00.
Other information
Information pertaining to the General Meeting will be published on the Company website at www.cdprojekt.com. The Management Board wishes to clarify that all matters not directly addressed in this announcement are regulated by the CCC, the Company’s Articles of Association and the applicable General Meeting regulations. As such, the Management Board advises all shareholders to familiarise themselves with the above mentioned documents.
In the case of any questions or doubts concerning participation in the General Meeting, contact the Company by phone at + 48 22 519 69 00 or by e-mail at nwza@cdprojekt.com.