CD Projekt — AGM Information 2022

Nov 22, 2022

CurrentReport no. 49/2022

Subject:Convocation of the Extraordinary General Meeting_#160;

Legalbasis: Art. 56 section 1 item 2 of the Act on Public Offering - currentand periodic information_#160;

TheManagement Board of CD PROJEKT S.A. (hereinafter referred to as "theCompany"), acting pursuant to Art. 399 § 1 of the Commercial CompaniesCode (hereinafter referred to as "CCC"), in association with the filing,on 16 November 2022, pursuant to Art. 400 § 1 of CCC, by an entitledshareholder, Mr. Marcin Iwiński, of a request to convene theExtraordinary General Meeting (as previously disclosed in Current Reportno. 46/2022), hereby convenes the Extraordinary General Meeting(hereinafter referred to as "the General Meeting") to be held on 20December 2022 at 10:00 a.m. CET at the Company headquarters (Warsaw,Jagiellońska 74) with the following agenda:

Openingof the General Meeting.

Electionof General Meeting Chairperson.

Determiningthat the General Meeting has been validly convened and is empoweredto undertake binding decisions.

Approvalof General Meeting agenda.

Adoptionof a resolution concerning appointment of Marcin Piotr Iwiński tothe Supervisory Board of the Company.

Adoptionof a resolution concerning changes in remuneration of members of theSupervisory Board of the Company.

Adoptionof a resolution concerning cancellation of the 2020-2025 IncentiveProgram repealing the relevant General Meeting resolutions, andamending the Company Articles accordingly.

Adoptionof a resolution concerning institution of an Incentive Program forthe financial years 2023-2027.

Adoptionof a resolution concerning issuance, in the course of implementingthe Incentive Program, of subscription warrants with exclusion ofpre-emption rights for existing shareholders, entitling holders totake up Series N shares, along with a conditional increase in theCompany share capital through issuance of Series N shares withexclusion of pre-emption rights for existing shareholders, applyingfor the newly issued Series N shares to be admitted to organizedtrading at the Warsaw Stock Exchange, and amending the CompanyArticles accordingly.

Adoptionof a resolution concerning the merger between CD PROJEKT S.A. withits subsidiary CD PROJEKT RED STORE sp. z o.o.

Adoptionof a resolution concerning allocation of expenses related toconvocation and organization of the General Meeting.

Conclusionof the General Meeting.

Informationfor shareholders

_#160;

Eligibilityto participate in the General Meeting

TheManagement Board of the Company wishes to declare that, in accordancewith Art. 4061of CCC, eligibility to participate in the General Meeting is restrictedto parties who will have held Company stock sixteen days prior to thedate of the General Meeting, i.e. on 4 December 2022 (the date ofregistration for participation in the General Meeting, hereinafterreferred to as "Registration Day").

Thelist of shareholders, holding 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.

Requestsfor registered certificates of eligibility for participation in theGeneral Meeting must be submitted to operators of securities accountsbetween the date of announcement of the General Meeting, i.e.22 November 2022, and thefirst business day following the Registration Day, i.e. 5 December 2022.

Thelist 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 business days prior to the General Meeting, i.e.on 15, 16 and 19 December 2022, between 9 a.m. and 4 p.m. CET. Eachshareholder may request the list to be delivered to him/her free ofcharge by submitting a valid e-mail address. Such requests should beaddressed towza@cdprojekt.com.

_#160;

Selectedrights of shareholders pertaining to the General Meeting

Ashareholder 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 not later than twenty-one days prior to the GeneralMeeting date, i.e. by 29 November 2022. Each demand should beaccompanied by a justification or draft resolution to be undertaken atthe General Meeting and may be submitted in writing or electronically atwza@cdprojekt.com.Shareholders are entitled to submit to the Company, prior to the GeneralMeeting date, draft resolutions concerning matters which are included orare expected to be included in the General Meeting agenda. Such draftresolutions should be submitted in writing or by e-mail atwza@cdprojekt.com.

Whilethe General Meeting is in progress, any participating shareholder mayintroduce draft resolutions concerning the placement of additional itemson the meeting agenda, as well as ask questions concerning existingagenda items.

Participationin the General Meeting and exercise of voting rights

Ashareholder who is also a natural person may participate in the GeneralMeeting and exercise voting rights personally or through a proxy.Shareholders who are not natural persons may participate in the GeneralMeeting and exercise voting rights through persons authorized to issuedeclarations of intent on their behalf, or through proxies. Each proxyshould possess suitable authorization, issued in writing orelectronically. Electronic authorization does not need to carry anelectronic signature secured with a valid security certificate; however,the issuance of electronic authorization should be communicated to theCompany by e-mail, atwza@cdprojekt.com.

Inorder to properly authenticate the shareholder who is to be representedby a proxy, the electronic authorization should contain the followingattachments:

Forshareholders 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 thepurposes of authentication and assessment of the validity of theelectronic authorization.

Forshareholders who are not natural persons - a copy of the relevantregistration document or any other document confirming that theshareholder is authorized to appoint a proxy to represent them atthe General Meeting.

Incase of any doubts regarding the authenticity of the abovementioneddocuments, the Management Board of the Company reserves the right todemand the following documents of the proxy while the attendance list isbeing collated:

Forshareholders who are natural persons - a copy of a national ID,passport or other official document confirming the shareholder'sidentity, certified for authenticity by a registered notary or anyother entity authorized to certify copies of such documents;

Forshareholders who are not natural persons - the shareholder'scertificate of registration or any other document confirming thatthe shareholder is authorized to appoint a proxy to represent themat the General Meeting, or a copy thereof, certified by a registerednotary or any other entity authorized to certify copies of suchdocuments.

Inorder to authenticate the proxy, the Management Board of the Companyreserves the right to demand the following documents of the proxy whilethe attendance list is being collated:

Forproxies who are natural persons - a copy of a national ID, passportor other official document confirming the proxy's identity;

Forproxies who are not natural persons - the proxy's certificate ofregistration or any other document confirming that the naturalperson (or natural persons) are authorized to represent the proxy atthe General Meeting, or a copy thereof, certified by a registerednotary or any other entity authorized to certify copies of suchdocuments.

Theforms mentioned in Art. 4023§ 1 item 5 of CCC enabling proxies to exercise voting rights areavailable on the Company website atwww.cdprojekt.com.

TheCompany does not impose an obligation to use the abovementioned formswhen appointing proxies.

TheManagement Board wishes to declare that, should a shareholder appoint aproxy and provide him/her with voting instructions, the Company willmake no attempt to verify whether the votes cast by the proxy remain inagreement with the shareholder's instructions. As such, votinginstructions should be provided to proxies only.

TheCompany does not enable casting votes by traditional mail.

Participatingin the General Meeting using electronic communication channels

Shareholdersmay participate in the General Meeting using electronic communicationchannels. Regulations which govern participation in the General Meetingusing electronic communication channels are annexed to this announcement.

TheCompany records the General Meeting and posts such recordings atwww.cdprojekt.com._#160;

Informationregarding exercise of voting rights using electronic communicationchannels and addressing the General Meeting using electroniccommunication channels is annexed to this announcement.

GeneralMeeting materials

Eachparty 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 shall be made available on theCompany website atwww.cdprojekt.comand additionally at the Company registered office (Warsaw, Jagiellońska74) between 9 a.m. and 4 p.m. CET.

Supplementaryinformation

Informationpertaining to the General Meeting will be published on the Companywebsite atwww.cdprojekt.com.The Management Board wishes to clarify that all matters not directlyaddressed in this announcement are regulated by CCC, the CompanyArticles and the applicable General Meeting regulations. As such, theManagement Board advises all shareholders to familiarize themselves withthe abovementioned documents. Any questions or concerns related toparticipation in the General Meeting should be raised with the Companyat +48 22_#160;519 69 00 or by e-mail, atwza@cdprojekt.com.

Disclaimer:

ThisEnglish 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.