CD Projekt — AGM Information 2020

Jun 26, 2020

Current report No. 8/2020

Subject: Convocation of an 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 (hereinafterreferred to as "CCC") the Management Board of CD PROJEKT S.A.(hereinafter referred to as "the Company") hereby convenes an OrdinaryGeneral Meeting of Shareholders (hereinafter referred to as "the GeneralMeeting") which will be held on 28 July 2020 at 10 a.m. at the Companyheadquarters (Warsaw, Jagiellońska 74) with the following agenda:

1. Opening of the General Meeting.

2. Election of General Meeting Chairman.

3. Determining that the General Meeting has been validly convened and isempowered to undertake binding decisions.

4. Approval of General Meeting agenda.

5. Discussion concerning the Company's managerial reports, the Company'sfinancial statement and the consolidated financial statement for 2019.

6. Resolution concerning approval of the Company's financial statementfor 2019.

7. Resolution concerning approval of the consolidated financialstatement of the CD PROJEKT Capital Group for 2019.

8. Resolution concerning approval of the Management Board report on CDPROJEKT Capital Group and CD PROJEKT S.A. activities in 2019.

9. Resolution concerning the allocation of Company profit obtained in2019.

10. Resolution on granting a vote of acceptance to the President of theManagement Board, Mr. Adam Kiciński, on account of the performance ofhis duties between 1 January and 31 December 2019.

11. Resolution on granting a vote of acceptance to the Vice President ofthe Management Board, Mr. Marcin Iwiński, on account of the performanceof his duties between 1 January and 31 December 2019.

12. Resolution on granting a vote of acceptance to the Vice President ofthe Management Board, Mr. Piotr Nielubowicz, on account of theperformance of his duties between 1 January and 31 December 2019.

13. Resolution on granting a vote of acceptance to Mr. Adam Badowski,member of the Management Board, on account of the performance of hisduties between 1 January and 31 December 2019.

14. Resolution on granting a vote of acceptance to Mr. MichałNowakowski, member of the Management Board, on account of theperformance of his duties between 1 January and 31 December 2019.

15. Resolution on granting a vote of acceptance to Mr. Piotr Karwowski,member of the Management Board, on account of the performance of hisduties between 1 January and 31 December 2019.

16. Resolution on granting a vote of acceptance to Mr. Oleg Klapovskiy,member of the Management Board, on account of the performance of hisduties between 1 January and 23 May 2019.

17. Resolution on granting a vote of acceptance to Chairwoman of theSupervisory Board, Ms. Katarzyna Szwarc, on account of the performanceof her duties between 1 January and 31 December 2019.

18. Resolution on granting a vote of acceptance to Deputy Chairman ofthe Supervisory Board, Mr. Piotr Pągowski, on account of the performanceof his duties between 1 January and 31 December 2019.

19. Resolution on granting a vote of acceptance to Mr. Michał Bień,member of the Supervisory Board, on account of the performance of hisduties between 1 January and 31 December 2019.

20. Resolution on granting a vote of acceptance to Mr. Krzysztof Kilian,member of the Supervisory Board, on account of the performance of hisduties between 1 January and 31 December 2019.

21. Resolution on granting a vote of acceptance to Mr. MaciejNielubowicz, member of the Supervisory Board, on account of theperformance of his duties between 1 January and 31 December 2019.

22. Resolution concerning adoption of a remuneration policy for membersof the Company Management Board and Supervisory Board.

23. Resolution amending the provisions of the resolution whichinstituted the Incentive Program covering the years 2016-2021.

24. Resolution concerning empowerment of the Management Board to buyback Company shares and creation of a reserve capital to finance saidbuyback.

25. Resolution concerning institution of the Incentive Program.

26. Resolution concerning issue of subscription warrants in conjunctionwith implementation of the Incentive Program, with exclusion ofsubscription rights for existing shareholders, entitling holders toclaim Series N shares, the corresponding conditional increase in theCompany share capital through issue of Series N shares with exclusion ofsubscription rights for existing shareholders, submitting an applicationconcerning admission of Series N shares to trading on the regulatedmarket of the Warsaw Stock Exchange and the corresponding changes in theCompany Articles

27. Resolution concerning dissolution of reserve capital created tofinance the buyback of own shares.

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 isrestricted to parties who will have held Company stock sixteen daysprior to the date of the General Meeting, i.e. on 12 July 2020 (the dateof registration for participation in the General Meeting, hereafterreferred to as "Registration Day").

The list of holders of dematerialized shares who are entitled toparticipate in the General Meeting is prepared by the depository agency,namely the National Depository for Securities (Krajowy Depozyt PapierówWartościowych S.A.) on the basis of information obtained from entitiesoperating the shareholders' securities accounts and authorized to issueregistered certificates of eligibility for participation in the GeneralMeeting.

Requests for registered certificates of eligibility for participation inthe General Meeting must be submitted to operators of securitiesaccounts between the date of announcement of the General Meeting, i.e.26 June 2020, and the first business day following the Registration Day,i.e. 13 July 2020.

Holders of registered shares and temporary certificates, as well aspledgees and usufructees authorized to exercise voting rights areentitled to attend the Ordinary General Meeting of Shareholders if theyare entered in the register of shareholders on the Registration Day.

The list of shareholders entitled to participate in the General Meetingshall be prepared on the basis of lists provided by the NationalDepository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.).The list of shareholders entitled to participate in the General Meetingshall be made available at the Company registered office (Warsaw,Jagiellońska 74) three weekdays prior to the General Meeting, i.e. from24 July 2020 to 28 July 2020, between 9 a.m. and 4 p.m. Each shareholdermay request the list to be delivered to him/her free of charge bysubmitting a valid e-mail address. Such requests should be addressed towza@cdprojekt.com.

Selected rights of shareholders pertaining to the General Meeting

A shareholder or shareholders representing at least 1/20 of the Companyshare capital may demand that certain items be placed on the GeneralMeeting agenda. Such demands should be submitted to the Management Boardof the Company no later than twenty-one days prior to the GeneralMeeting date, i.e. by 7 July 2020. Each demand should be accompanied bya justification or draft resolution to be undertaken at the GeneralMeeting and may be submitted in writing or electronically atwza@cdprojekt.com. Shareholders are entitled to submit to the Company,prior to the General Meeting date, draft resolutions concerning matterswhich are included or are expected to be included in the General Meetingagenda. Such draft resolutions should be submitted in writing or bye-mail at wza@cdprojekt.com.

While the General Meeting is in progress, any shareholder may introducedraft resolutions concerning the placement of additional items on themeeting agenda.

Means of participation in the General Meeting and exercising votingrights

A shareholder who is also a natural person may participate in theGeneral Meeting and exercise voting rights personally or through aplenipotentiary. Shareholders who are not natural persons mayparticipate in the General Meeting and exercise voting rights throughpersons authorized to issue declarations of intent on their behalf, orthrough plenipotentiaries. Each plenipotentiary should possess suitableauthorization, issued in writing or electronically. Electronicauthorization does not need to be accompanied by an electronic signaturesecured with a valid security certificate; however, the issuance ofelectronic authorization should be communicated to the Company bye-mail, at wza@cdprojekt.com.

In order to properly authenticate the shareholder who is to berepresented by a plenipotentiary the electronic authorization shouldcontain 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 declarationauthorizing the Company to process their personal data for the purposesof authentication and assessment of the validity of the electronicauthorization.

(ii) For shareholders who are not natural persons - a copy of therelevant registration document or any other document confirming that theshareholder is authorized to nominate a plenipotentiary to representthem at the General Meeting.

In case of any doubts regarding the authenticity of the abovementioneddocuments, the Management Board of the Company reserves the right todemand the following documents of the plenipotentiary while theattendance list is being collated:

(i) For shareholders who are natural persons - a notarized copy of anational ID, passport or other official document confirming theshareholder's identity;

(ii) For shareholders who are not natural persons - a notarized copy ofthe shareholder's certificate of registration or of any other documentconfirming that the shareholder is authorized to nominate aplenipotentiary to represent them at the General Meeting.

In order to authenticate the plenipotentiary, the Management Board ofthe Company reserves the right to demand the following documents of theplenipotentiary while the attendance list is being collated:

(i) For plenipotentiaries who are natural persons - a copy of a nationalID, passport or other official document confirming the plenipotentiary'sidentity;

(ii) For plenipotentiaries who are not natural persons - theplenipotentiary's certificate of registration or any other documentconfirming that the natural person (or natural persons) are authorizedto represent the plenipotentiary at the General Meeting, or a copythereof, confirmed by a registered notary or any other entity authorizedto authenticate copies of official documents.

The forms mentioned in Art. 4023 § 1 item 5 of the CCC enablingplenipotentiaries to exercise voting rights are available on the Companywebsite at www.cdprojekt.com.

The Company does not impose an obligation to use the abovementionedforms when granting plenipotentiary rights.

The Management Board wishes to declare that, should a shareholdernominate a plenipotentiary and provide him/her with voting instructions,the Company will make no attempt to verify whether t he votes cast bythe plenipotentiary remain in agreement with the shareholder'sinstructions. As such, voting instructions should be provided toplenipotentiaries only.

The General Meeting regulations do not provide for casting votes bytraditional mail.

Means of participation in the General Meeting and exercising votingrights using electronic communication tools

A shareholder may participate in the General Meeting by using electroniccommunication tools. Description of proceeding concerning participationin the General Meeting by using electronic communication tools isdescribed in the Annex to this announcement.

The Company registers the course of the General Meeting and broadcastsit on the Company website www.cdprojektred.com.

Description of exercising voting rights and making statements at theGeneral Meeting by using electronic communication tools is described inthe Annex to this announcement.

General Meeting materials

Each party entitled to participate in the General Meeting may obtain alldocuments which are to be submitted to the General Meeting, includingdraft resolutions, or, when no resolutions are foreseen, any statementsof the Management Board or Supervisory Board regarding items on theGeneral Meeting agenda or items which are to be placed on the agendaprior to the meeting. Such information will be made available on theCompany website at www.cdprojekt.com and additionally at the Companyregistered office (Warsaw, Jagiellońska 74) between 9 a.m. and 4 p.m.

Supplementary information

Information pertaining to the General Meeting will be published on theCompany website at www.cdprojekt.com. The Management Board wishes toclarify that all matters not directly addressed in this announcement areregulated by the CCC, the Company Articles and the applicable GeneralMeeting regulations. As such, the Management Board advises allshareholders to familiarize themselves with the abovementioned documents.

Any questions or concerns related to participation in the GeneralMeeting should be raised with the Company at +48 22 519 69 00 or bye-mail, at wza@cdprojekt.com.

Disclaimer:

This English language translation has been prepared solely for theconvenience of English speaking readers. Despite all the efforts devotedto this translation, certain discrepancies, omissions or approximationsmay exist. In case of any differences between the Polish and the Englishversions, the Polish version shall prevail. CD PROJEKT, itsrepresentatives and employees decline all responsibility in this regard.