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MESSAGE _ENGLISH VERSION_ |
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Current
Report no. 9/2025
Subject:
Convocation of the Ordinary General Meeting
Legal
basis:
Art. 56 section 1 item 2 of the Act on Public Offering current and
periodic information
Pursuant
to Art. 399 § 1 of the Commercial Companies Code _hereinafter referred
to as "CCC"_
the Management Board of CD PROJEKT S.A. _hereinafter referred to as "the
Company"_
hereby convenes an Ordinary General Meeting of Shareholders _hereinafter
referred to as "the
General Meeting"_
which will be held on 23 June 2025 at 10:00 a.m. at the Company
headquarters _Warsaw, Jagiellońska 74_ with the following agenda:
1.
Opening of the General Meeting.
2.
Adoption of a resolution concerning election of General Meeting
Chairperson.
3.
Determining that the General Meeting has been validly convened and is
empowered to undertake binding decisions.
4.
Adoption of a resolution concerning approval of the General Meeting
agenda.
5.
Discussion concerning the reports of the corporate bodies of the
Company, the Company's financial statement and the consolidated
financial statement of CD PROJEKT Group for 2024.
6.
Adoption of a resolution concerning approval of the Company's financial
statement for 2024.
7.
Adoption of a resolution concerning approval of the consolidated
financial statement of the CD PROJEKT Group for 2024.
8.
Adoption of a resolution concerning approval of the Management Board
report on CD PROJEKT Group and CD PROJEKT S.A. activities in 2024
including a Sustainability statement for the period.
9.
Adoption of a resolution concerning the allocation of Company profit
obtained in 2024.
10.
Adoption of a resolution on granting of discharge to Mr. Adam Badowski
on account of the performance of his duties as a Member of the
Management Board between January 1 and December 31, 2024.
11.
Adoption of a resolution on granting discharge to Mr. Michał Nowakowski
on account of the performance of his duties as a Member of the
Management Board between January 1 and December 31, 2024.
12.
Adoption of a resolution on granting discharge to Mr. Adam Kiciński on
account of the performance of his duties as a Member of the Management
Board between January 1 and December 31, 2024.
13.
Adoption of a resolution on granting discharge to Mr. Piotr Nielubowicz
on account of the performance of his duties as a Member of the
Management Board between January 1 and December 31, 2024.
14.
Adoption of a resolution on granting discharge to Mr. Piotr Karwowski on
account of the performance of his duties as a Member of the Management
Board between January 1 and December 31, 2024.
15.
Adoption of a resolution on granting discharge to Mr. Paweł Zawodny on
account of the performance of his duties as a Member of the Management
Board between January 1 and December 31, 2024.
16.
Adoption of a resolution on granting discharge to Mr. Jeremiah Cohn on
account of the performance of his duties as a Member of the Management
Board between January 1 and December 31, 2024.
17.
Adoption of a resolution on granting discharge to Mr. Marcin Iwiński on
account of the performance of his duties as Chair of the Supervisory
Board between January 1 and December 31, 2024.
18.
Adoption of a resolution on granting discharge to Ms. Katarzyna Szwarc
on account of the performance of her duties as Deputy Chair of the
Supervisory Board between January 1 and December 31, 2024.
19.
Adoption of a resolution on granting discharge to Mr. Michał Bień on
account of the performance of his duties as a Member of the Supervisory
Board between January 1 and December 31, 2024.
20.
Adoption of a resolution on granting discharge to Mr. Maciej Nielubowicz
on account of the performance of his duties as a Member of the
Supervisory Board between January 1 and December 31, 2024.
21.
Adoption of a resolution on granting discharge to Mr. Jan Łukasz
Wejchert on account of the performance of his duties as a Member of the
Supervisory Board between January 1 and December 31, 2024.
22.
Adoption of a resolution expressing an opinion with regard to the report
of the Supervisory Board report concerning remuneration of Members of
the Management Board and Supervisory Board in 2024.
23.
Adoption of a resolution concerning approval of the annual Report of the
Company's Supervisory Board for 2024.
24.
Adoption of a resolution authorizing the Management Board of the Company
to carry out buyback of Company's shares for implementation of rights to
granted participants in first part of Incentive Program A and creation
of reserve capital for this purpose.
25.
Adoption of a resolution regarding amendments to § 5 of the Articles of
Association of the Company.
26.
Adoption of a resolution on _i_ amendments to Resolution Implementing
Incentive Program B, _ii_ amendments to Issuance Resolution concerning
Incentive Program B, _iii_ exclusion of pre-emption rights for existing
shareholders of the Company, and _iv_ amendments to § 8 of the Articles
of Association of the Company.
27.
Adoption of a resolution regarding amendments to § 21 of the Articles of
Association of the Company.
28.
Conclusion of the meeting.
Information
for shareholders
Eligibility
to participate in the General Meeting
The
Management Board wishes to declare 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 7 June 2025 _the date
of registration for participation in the General Meeting, hereinafter
referred to as "Registration
Day"_.
The
list of holders of dematerialized shares who are entitled to participate
in the General Meeting is prepared by the depository agency, namely the
National Depository for Securities _Krajowy Depozyt Papierów
Wartościowych S.A._ on the basis of information obtained from entities
operating the shareholders' securities accounts and authorized to issue
registered certificates of eligibility for participation in the General
Meeting.
Requests
for registered certificates of eligibility for participation in the
General Meeting must be submitted to operators of securities accounts
between the date of announcement of the General Meeting, i.e. 26 May
2025, and the first business day following the Registration Day, i.e. 9
June 2025.
The
list of shareholders entitled to participate in the General Meeting
shall be prepared on the basis of lists provided by the National
Depository for Securities _Krajowy Depozyt Papierów Wartościowych S.A._
The list of shareholders entitled to participate in the General Meeting
shall be made available at the Company registered office _Warsaw,
Jagiellońska 74_ three weekdays prior to the General Meeting, i.e. on
17, 18 and 20 June 2025, between 9 a.m. and 4 p.m. 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 wza@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 not later than twenty-one days prior to the General
Meeting date, i.e. by 2 June 2025. Each demand should be accompanied by
a justification or draft resolution to be undertaken at the General
Meeting and may be submitted electronically at wza@cdprojekt.com.
Shareholders are entitled to submit to the Company, prior to the General
Meeting date, draft resolutions concerning matters which are included or
are expected to be included in the General Meeting agenda. Such draft
resolutions should be submitted in writing or by e-mail at wza@cdprojekt.com.
While
the General Meeting is in progress, any shareholder may submit draft
resolutions concerning the items placed on the meeting agenda, as well
as ask questions concerning the issues placed on the meeting agenda of
the General Meeting.
Nevertheless,
taking into account Principle 4.8 of the Best Practices for WSE Listed
Companies 2021, following which draft resolutions of the general meeting
on matters put on the agenda of the general meeting should be tabled by
shareholders no later than three days before the general meeting, the
Management Board encourages to submit potential draft resolutions within
this period.
Participation
in the General Meeting and exercise of voting rights
A
shareholder who is a natural person may participate in the General
Meeting and exercise voting rights personally or through a proxy.
Shareholders who are not natural persons may participate in the General
Meeting and exercise voting rights through persons authorized to issue
declarations of intent on their behalf, or through proxies. Each proxy
should possess suitable authorization, issued in writing or
electronically. Electronic authorization does not need to carry an
electronic signature secured with a valid security certificate; however,
the issuance of electronic authorization should be communicated to the
Company by e-mail, at wza@cdprojekt.com.
In
order to properly authenticate the shareholder who is to be represented
by a proxy the electronic authorization 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 authorizing the
Company to process their personal data for the purposes of
authentication and assessment of the validity of the electronic
authorization.
_ii_
For
shareholders who are not natural persons - a copy of the relevant
registration document or any other document confirming that the
shareholder is authorized to appoint a proxy 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 proxy while the attendance list is
being collated:
_i_
For
shareholders who are natural persons - a copy of a national ID, passport
or other official document confirming the shareholder's identity,
certified for authenticity by a registered notary or any other entity
authorized to certify copies of such documents;
_ii_
For
shareholders who are not natural persons - the shareholder's certificate
of registration or any other document confirming that the shareholder is
authorized to appoint a proxy to represent them at the General Meeting,
or a copy thereof, certified by a registered notary or any other entity
authorized to certify copies of such documents.
In
order to authenticate the proxy, the Management Board of the Company
reserves the right to demand the following documents of the proxy while
the attendance list is being collated:
_i_
For proxies who are natural persons - a copy of a national ID, passport
or other official document confirming the proxy's identity;
_ii_
For proxies who are not natural persons - the proxy's certificate of
registration or any other document confirming that the natural person
_or natural persons_ are authorized to represent the proxy at the
General Meeting, or a copy thereof, certified by a registered notary or
any other entity authorized to certify copies of such documents.
The
forms mentioned in Art. 4023
§ 1 item 5 of the CCC enabling proxies 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 proxy rights.
The
Management Board wishes to declare that, should a shareholder appoint a
proxy and provide him/her with voting instructions, the Company will
make no attempt to verify whether the votes cast by the proxy remain in
agreement with the shareholder's instructions. As such, voting
instructions should be provided to proxies only.
The
General Meeting regulations do not provide for casting votes by
traditional mail.
Participating
in the General Meeting using electronic communication channels
Shareholders
may participate in the General Meeting using electronic communication
channels. Regulations which govern participation in the General Meeting
using electronic communication channels are annexed to this announcement.
The
Company records the General Meeting and posts such recordings at www.cdprojekt.com.
Information
regarding exercise of voting rights using electronic communication
channels and addressing the General Meeting using electronic
communication channels is annexed to this announcement.
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 shall be made available on the
Company website at www.cdprojekt.com
and additionally at the Company registered office _Warsaw, Jagiellońska
74_ between 9 a.m. and 4 p.m.
Supplementary
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
Articles and the applicable General Meeting regulations. As such, the
Management Board advises all shareholders to familiarize themselves with
the above-mentioned documents. Any questions or concerns related to
participation in the General Meeting should be raised with the Company
at +48 22 519 69 00 or by e-mail, at wza@cdprojekt.com.
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.
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RB-W: Ogłoszenie o zwołaniu Zwyczajnego Walnego Zgromadzenia
