Subject: Submission by a shareholder of a draft of resolution no. 5 of the Extraordinary General Meeting convened on 20 December 2022, and consequent change in the published draft of this resolution
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 (“Company”), in relation to the Company’s current reports no. 49/2022 and 50/2022 dated 22 November 2022, in which, among others, draft resolutions of the Extraordinary General Meeting of the Company convened on 20 December 2022 (“EGM”) were disclosed, hereby announces the following:
- On 13 December 2022 Mr. Piotr Nielubowicz, acting in his capacity as a major shareholder of the Company representing over 1/20 of its share capital (“Shareholder”), submitted a draft of Resolution no. 5 of the EGM concerning cancellation of the 2020-2025 Incentive Program, repealing the relevant General Meeting resolutions, and amending the Company Articles accordingly (“EGM Resolution no. 5”)
The draft of EGM Resolution no. 5 submitted by the Shareholder incorporates a change in the wording of § 5 of the draft EGM Resolution no. 5 as originally announced on 22 November 2022, specifying its date of entry into force.
The original passage of § 5 of the draft EGM Resolution no. 5 is as follows:
“The resolution enters into force as of the moment of entry into force of resolution no. 6 of this Extraordinary General Meeting concerning institution of an Incentive Program for the financial years 2023-2027 (…)”
The passage of § 5 of the draft EGM Resolution no. 5 submitted by the shareholder is as follows:
“The resolution enters into force at the moment of occurrence of the later of the following events:
(i) adoption of resolution no. 6 of this General Meeting concerning institution of an Incentive Program for the financial years 2023-2027, or
(ii) adoption, by the General Meeting of the Company, of a resolution concerning issuance, in the course of implementing the Incentive Program, of subscription warrants with exclusion of pre-emption rights for existing shareholders, entitling holders to take up Series N shares, along with a conditional increase in the Company share capital through issuance of Series N shares with exclusion of pre-emption rights for existing shareholders, applying for the newly issued Series N shares to be admitted to organized trading on the Warsaw Stock Exchange, and amending the Company Articles accordingly; (…)”.
- In conjunction with the foregoing, the Management Board has decided to replace the current draft of EGM Resolution no. 5, published on 22 November 2022, with the abovementioned draft submitted by the Shareholder.
The amended draft of EGM Resolution no. 5, which corresponds to the wording of draft EGM Resolution no. 5 proposed by the Shareholder, is annexed to this report. The Management Board of the Company also wishes to announce that the remainder of EGM Resolution no. 5 is left unchanged, as are all remaining draft resolutions of the EGM. The full content of the documentation which is to be submitted to the General Meeting, including the draft resolutions of the EGM which incorporate the updated EGM Resolution no. 5, may be accessed on the Company’s website at www.cdprojekt.com, as well as at the Company’s headquarters at Jagiellońska 74, Warsaw, during workdays, between 9:00 and 16:00.
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.