CD Projekt — AGM Information 2022

Dec 13, 2022

Current Report no. 56/2022

Subject: Submission by a shareholder of a draft of resolution no. 5 ofthe Extraordinary General Meeting convened on 20 December 2022, andconsequent 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 inWarsaw ("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 Companyconvened on 20 December 2022 ("EGM") were disclosed, hereby announcesthe following:

1. On 13 December 2022 Mr. Piotr Nielubowicz, acting in his capacity asa major shareholder of the Company representing over 1/20 of its sharecapital ("Shareholder"), submitted a draft of Resolution no. 5 of theEGM concerning cancellation of the 2020-2025 Incentive Program,repealing the relevant General Meeting resolutions, and amending theCompany Articles accordingly ("EGM Resolution no. 5")

The draft of EGM Resolution no. 5 submitted by the Shareholderincorporates a change in the wording of § 5 of the draft EGM Resolutionno. 5 as originally announced on 22 November 2022, specifying its dateof entry into force.

The original passage of § 5 of the draft EGM Resolution no. 5 is asfollows:

"The resolution enters into force as of the moment of entry into forceof resolution no. 6 of this Extraordinary General Meeting concerninginstitution of an Incentive Program for the financial years 2023-2027(...)"

The passage of § 5 of the draft EGM Resolution no. 5 submitted by theshareholder is as follows:

"The resolution enters into force at the moment of occurrence of thelater of the following events:

(i) adoption of resolution no. 6 of this General Meeting concerninginstitution of an Incentive Program for the financial years 2023-2027, or

(ii) adoption, by the General Meeting of the Company, of a resolutionconcerning issuance, in the course of implementing the IncentiveProgram, of subscription warrants with exclusion of pre-emption rightsfor existing shareholders, entitling holders to take up Series N shares,along with a conditional increase in the Company share capital throughissuance of Series N shares with exclusion of pre-emption rights forexisting shareholders, applying for the newly issued Series N shares tobe admitted to organized trading on the Warsaw Stock Exchange, andamending the Company Articles accordingly; (...)".

2. In conjunction with the foregoing, the Management Board has decidedto replace the current draft of EGM Resolution no. 5, published on 22November 2022, with the abovementioned draft submitted by theShareholder.

The amended draft of EGM Resolution no. 5, which corresponds to thewording of draft EGM Resolution no. 5 proposed by the Shareholder, isannexed to this report. The Management Board of the Company also wishesto announce that the remainder of EGM Resolution no. 5 is leftunchanged, as are all remaining draft resolutions of the EGM. The fullcontent of the documentation which is to be submitted to the GeneralMeeting, including the draft resolutions of the EGM which incorporatethe updated EGM Resolution no. 5, may be accessed on the Company'swebsite at www.cdprojekt.com, as well as at the Company's headquartersat Jagiellońska 74, Warsaw, during workdays, between 9:00 and 16:00.

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.