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CD Projekt — AGM Information 2021
May 6, 2021
5556_rns_2021-05-06_10318526-60cd-4a47-aefc-6c1ead573dea.html
AGM Information
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Current report no. 24/2021
Subject: Motion to extend the agenda of the Ordinary General Meeting ofCD PROJEKT S.A. scheduled for 25 May 2021
Legal basis: Art. 56 section 1 item 2 of the Offerings Act - Current andPeriodic Information
The Management Board of CD PROJEKT S.A. (hereinafter referred to as "theCompany") hereby announces that on 5 May 2021 a motion was filed underArt. 401 § 1 of the Commercial Companies Code by a shareholder of theCompany - Mr. Marcin Iwiński - requesting that the agenda of theOrdinary General Meeting of the Company scheduled for 25 May 2021(hereinafter referred to as "the General Meeting") be extended.
The aforementioned eligible applicant requests extending the agenda ofthe General Meeting with a vote on a resolution concerning changes incompensation payable to members of the Supervisory Board of the Company.The following proposed draft resolution is attached to the notice:
"Resolution no. 25/2021 of the Ordinary General Meeting of CD PROJEKTS.A. of 25 May 2021 concerning changes in compensation payable tomembers of the Supervisory Board of the Company
Pursuant to Art. 392 of the Commercial Companies Code the GeneralMeeting hereby decides the following:
§ 1
The Ordinary General Meeting approves the following compensation schemefor members of the Supervisory Board:
a) Chairperson of the Supervisory Board: 10 000 (ten thousand) PLN permonth,
b) Members of the Supervisory Board: 6 000 (six thousand) PLN per month.
§ 2
The resolution enters into force on the day of its adoption."
In line with the above-described motion, the current agenda of theOrdinary General Meeting of CD PROJEKT S.A. scheduled for 25 May 2021 isas follows:
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 2020.
6. Resolution concerning approval of the Company's financial statementfor 2020.
7. Resolution concerning approval of the consolidated financialstatement of the CD PROJEKT Group for 2020.
8. Resolution concerning approval of the Management Board report on CDPROJEKT Group and CD PROJEKT S.A. activities in 2020.
9. Resolution concerning the allocation of Company profit obtained in2020.
10. Resolution on granting discharge to the President of the ManagementBoard, Mr. Adam Kiciński, on account of the performance of his dutiesbetween January 1 and December 31, 2020.
11. Resolution on granting discharge to the Vice President of theManagement Board, Mr. Marcin Iwiński, on account of the performance ofhis duties between January 1 and December 31, 2020.
12. Resolution on granting discharge to the Vice President of theManagement Board, Mr. Piotr Nielubowicz, on account of the performanceof his duties between January 1 and December 31, 2020.
13. Resolution on granting discharge to Mr. Adam Badowski, member of theManagement Board, on account of the performance of his duties betweenJanuary 1 and December 31, 2020.
14. Resolution on granting discharge to Mr. Michał Nowakowski, member ofthe Management Board, on account of the performance of his dutiesbetween January 1 and December 31, 2020.
15. Resolution on granting discharge to Mr. Piotr Karwowski, member ofthe Management Board, on account of the performance of his dutiesbetween January 1 and December 31, 2020.
16. Resolution on granting discharge to Chairwoman of the SupervisoryBoard, Ms. Katarzyna Szwarc, on account of the performance of her dutiesbetween January 1 and December 31, 2020.
17. Resolution on granting discharge to Deputy Chairman of theSupervisory Board, Mr. Piotr Pągowski, on account of the performance ofhis duties between January 1 and December 31, 2020.
18. Resolution on granting discharge to Mr. Michał Bień, member of theSupervisory Board, on account of the performance of his duties betweenJanuary 1 and December 31, 2020.
19. Resolution on granting discharge to Mr. Krzysztof Kilian, member ofthe Supervisory Board, on account of the performance of his dutiesbetween January 1 and December 31, 2020.
20. Resolution on granting discharge to Mr. Maciej Nielubowicz, memberof the Supervisory Board, on account of the performance of his dutiesbetween January 1 and December 31, 2020.
21. Resolution expressing an opinion with regard to the CD PROJEKT S.A.Supervisory Board report concerning compensation of members of theManagement Board and Supervisory Board in 2019-2020.
22. Resolution concerning appointment of members of the SupervisoryBoard to a new term of office.
23. Resolution concerning amendment of the Company Articles.
24. Resolution concerning changes in compensation payable to members ofthe Supervisory Board of the Company.
25. Conclusion of the meeting.
In justifying the motion the applicant notes that the request to extendthe agenda of the Ordinary General Meeting of the Company with thepresented resolution stems from the need to adjust the compensation ofmembers of the Company's Supervisory Board, which has remained unchangedsince 2016, to account for expansion of the Company's activities, alongwith the required involvement and duties incumbent upon members of theSupervisory Board.
Disclaimer: This English language translation has been prepared solelyfor the convenience of English speaking readers. Despite all the effortsdevoted to this translation, certain discrepancies, omissions orapproximations may exist. In case of any differences between the Polishand the English versions, the Polish version shall prevail. CD PROJEKT,its representatives and employees decline all responsibility in thisregard.