CD Projekt — AGM Information 2023

Jun 6, 2023

Content of the resolutions adopted at the Ordinary General Meeting of Shareholders of CD PROJEKT S.A on 6 June 2023

Resolution No. 1 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning the election of the General Meeting Chairperson

Pursuant to Art. 409 § 1 and Art. 420 § 2 of the Commercial Companies Code the General Meeting of Shareholders hereby appoints Ms. Katarzyna Szwarc as General Meeting Chairperson, with the election having taken place in a secret ballot.

__________________________________________________________________________________ The resolution was adopted in a secret ballot with 55 381 979 votes for, no votes against and no votes abstaining. 55 381 979 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 381 979.

Resolution No. 2 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning approval of the General Meeting agenda

The General Meeting of Shareholders hereby approves the agenda of the General Meeting of Shareholders published on the Company website on May 10, 2023 and in Current Report no. 19/2023 of May 10, 2023, to wit:

• 1. Opening of the General Meeting.
• 1. Election of General Meeting Chairperson.
• 1. Determining that the General Meeting has been validly convened and is empowered to undertake binding decisions.
• 1. Approval of General Meeting agenda.
• 1. Discussion concerning the Company's managerial reports, the Company's financial statement and the consolidated financial statement for 2022.
• 1. Resolution concerning approval of the Company's financial statement for 2022.
• 1. Resolution concerning approval of the consolidated financial statement of the CD PROJEKT Group for 2022.
• 1. Resolution concerning approval of the Management Board report on CD PROJEKT Group and CD PROJEKT S.A. activities in 2022.
• 1. Resolution concerning the allocation of Company profit obtained in 2022.
• 1. Resolution on granting discharge to Mr. Adam Kiciński on account of the performance of his duties as President of the Management Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Marcin Iwiński on account of the performance of his duties as Vice President of the Management Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Piotr Nielubowicz on account of the performance of his duties as Vice President of the Management Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Adam Badowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Michał Nowakowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Piotr Karwowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Paweł Zawodny on account of the performance of his duties as Member of the Management Board of the Company between February 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Jeremiah Cohn on account of the performance of his duties as Member of the Management Board of the Company between February 1 and December 31, 2022.
• 1. Resolution on granting discharge to Ms. Katarzyna Szwarc on account of the performance of her duties as Chairperson of the Supervisory Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Piotr Pągowski on account of the performance of his duties as Deputy Chairperson of the Supervisory Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Michał Bień on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Maciej Nielubowicz on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Mr. Jan Łukasz Wejchert on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022.
• 1. Resolution expressing an opinion with regard to the Supervisory Board report concerning remuneration of members of the Management Board and Supervisory Board in 2022.
• 1. Resolution concerning approval of the annual report of the Company's Supervisory Board for 2022.
• 1. Resolution concerning amendments to § 11, § 12 and § 19 of the Company Articles.
• 1. Resolution concerning amendments to § 28 of the Company Articles.
• 1. Resolution concerning merger between CD PROJEKT S.A. and its subsidiary, SPOKKO sp. z o.o.
• 1. Resolution authorizing the Management Board of the Company to carry out buyback of Company shares for redemption.
• 1. Resolution concerning scrutiny and approval of the financial statement of CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) for 2022.
• 1. Resolution concerning scrutiny and approval of the report on activities of CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) for 2022.
• 1. Resolution concerning coverage of losses incurred by CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) in 2022.
• 1. Resolution on granting discharge to Mr. Michał Nowakowski on account of the performance of his duties as member of the Management Board of CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) between January 1 and December 31, 2022.
• 1. Resolution on granting discharge to Ms. Aleksandra Jarośkiewicz on account of the performance of her duties as member of the Management Board of CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) between January 1 and May 5, 2022.
• 1. Conclusion of the meeting.

The resolution was adopted in an open ballot with 55 381 980 votes for, no votes against and no votes abstaining. 55 381 980 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 381 980.

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Resolution No. 3 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning approval of the Company's financial statement for 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 1 of the Commercial Companies Code the General Meeting has decided the following:

§ 1.

The financial statement of CD PROJEKT S.A. for 2022, comprising the items listed below, is hereby approved:

• 1. Balance sheet as of 31 December 2022, with the balance of assets and the corresponding equity and liabilities valued at 2,183,973,708.52 (two billion one hundred eighty-three million nine hundred seventy-three thousand seven hundred eight 52/100) PLN,
• 1. Income statement for the period between 1 January and 31 December 2022, showing a net profit of 340,072,820.59 (three hundred forty million seventy-two thousand eight hundred twenty 59/100) PLN,
• 1. Statement of comprehensive income for the period between 1 January and 31 December 2022 showing an aggregate net profit of 328,349,154.86 (three hundred twenty-eight million three hundred forty-nine thousand one hundred fifty four 86/100) PLN,
• 1. Statement of cash flows for the period between 1 January and 31 December 2022 showing a decrease in monetary assets by 108,722,647.48 (one hundred eight million seven hundred twenty-two thousand six hundred forty-seven 48/100) PLN,
• 1. Statement of changes in equity showing an increase in equity by 132,714,841.59 (one hundred thirty-two million seven hundred fourteen thousand eight hundred forty one 59/100) PLN for the period between 1 January and 31 December 2022,
• 1. Other supplementary information and clarifications.

§ 2.

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 55 351 961 votes for, no votes against and 30 019 votes abstaining. 55 381 980 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 381 980.

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Resolution No. 4 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning approval of the Consolidated Financial Statement of the CD PROJEKT Group for 2022 Pursuant to Art. 395 § 5 of the Commercial Companies Code the General Meeting has decided the following:

§ 1.

The consolidated financial statement of the CD PROJEKT Group for 2022, comprising the items listed below, is hereby approved:

• 1. Consolidated balance sheet as of 31 December 2022, with the balance of assets and the corresponding equity and liabilities valued at 2,274,124,311.10 (two billion two hundred seventy-four million one hundred twenty-four thousand three hundred eleven 10/100) PLN,
• 1. Consolidated income statement account for the period between 1 January and 31 December 2022, showing a net profit of 347,093,219.12 (three hundred forty-seven million ninety-three thousand two hundred nineteen 12/100) PLN,
• 1. Consolidated statement of comprehensive income for the period between 1 January and 31 December 2022 showing an aggregate net profit of 334,682,722.17 (three hundred thirty-four million six hundred eighty-two thousand seven hundred twenty two 17/100) PLN,
• 1. Consolidated statement of cash flows for the period between 1 January and 31 December 2022 showing a decrease in monetary assets by 113,759,093.11 (one hundred thirteen million seven hundred fifty-nine thousand ninety three 11/100) PLN,
• 1. Statement of changes in consolidated equity showing an increase in equity by 139,048,408.92 (one hundred thirty-nine million forty-eight thousand four hundred eight 92/100) PLN for the period between 1 January and 31 December 2022,
• 1. Other supplementary information and clarifications.

§ 2.

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 55 352 326 votes for, no votes against and 29 654 votes abstaining. 55 381 980 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 381 980.

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Resolution No. 5 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning approval of the Management Board report on CD PROJEKT Capital Group and CD PROJEKT S.A. activities in 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 1 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Management Board report on CD PROJEKT Capital Group and CD PROJEKT S.A. activities in 2022 is hereby approved.

§ 2

The resolution enters into force as of the moment of its adoption.

__________________________________________________________________________________ The resolution was adopted in an open ballot with 55 352 326 votes for, no votes against and 29 654 votes abstaining. 55 381 980 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 381 980.

Resolution No. 6 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning allocation of Company profit for 2022

Acting under Art. 393 section 1 and Art. 395 § 2 item 2 of the Commercial Companies Code, the General Meeting hereby decides the following:

§ 1.

The General Meeting directs the net profit obtained by the Company in the 2022 financial year, in the amount of 341,072,820.59 (three hundred forty-one million seventy-two thousand eight hundred twenty 59/100) PLN to be allocated as follows: 99,910,510.00 (ninety-nine million nine hundred ten thousand five hundred ten 00/100) PLN is to be divided among shareholders by issuing a dividend at 1.00 (one) PLN per each of the 99 910 510 (ninety-nine million nine hundred ten thousand five hundred ten) shares participating in the dividend; (ii) the remaining portion of the profit, i.e. 241,162,310.59 (two hundred forty-one million one hundred sixty-two thousand three hundred ten 59/100) is to be allocated to the Company's reserve capital.

§ 2.

In conjunction with the foregoing, the General Meeting decides to set the dividend record date to June 13, 2023, and the dividend payment date to June 20, 2023.

§ 3. The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 55 381 979 votes for, no votes against and 1 vote abstaining. 55 381 980 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 381 980.

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Resolution No. 7 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Adam Kiciński, on account of the performance of his duties as President of the Management Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Adam Kiciński of the Company, on account of the performance of his duties as President of the Management Board between January 1 and December 31, 2022.

§ 2 The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 51 260 861 votes for, no votes against and 75 217 votes abstaining. 51 336 078 shares took part in the vote, constituting 50,94% of the share capital, on which valid votes were cast. The total number of valid votes was 51 336 078.

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Resolution No. 8 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Marcin Iwiński, on account of the performance of his duties as Vice President of the Management Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Marcin Iwiński, on account of the performance of his duties as Vice President of the Management Board of the Company between January 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 42 396 606 votes for, 38 521 votes against and 75 297 votes abstaining. 42 510 424 shares took part in the vote, constituting 42,19% of the share capital, on which valid votes were cast. The total number of valid votes was 42 510 424.

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Resolution No. 9 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Piotr Nielubowicz, on account of the performance of his duties as Vice President of the Management Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Piotr Nielubowicz, on account of the performance of his duties as Vice President of the Management Board of the Company between January 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 48 450 130 votes for, 40 votes against and 75 257 votes abstaining. 48 525 427 shares took part in the vote, constituting 48,15% of the share capital, on which valid votes were cast. The total number of valid votes was 48 525 427.

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Resolution No. 10 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Adam Badowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Adam Badowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022.

§ 2

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The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 54 616 007 votes for, no votes against and 75 297 votes abstaining. 54 691 304 shares took part in the vote, constituting 54,27% of the share capital, on which valid votes were cast. The total number of valid votes was 54 691 304.

Resolution No. 11

of June 6, 2023

of the Ordinary General Meeting of Shareholders

of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Michał Nowakowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Michał Nowakowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 54 778 357 votes for, 53 votes against and 75 244 votes abstaining. 54 853 654 shares took part in the vote, constituting 54,43% of the share capital, on which valid votes were cast. The total number of valid votes was 54 853 654.

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Resolution No. 12

of June 6, 2023

of the Ordinary General Meeting of Shareholders

of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Piotr Karwowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Piotr Karwowski on account of the performance of his duties as Member of the Management Board of the Company between January 1 and December 31, 2022.

§ 2 The resolution enters into force as of the moment of its adoption.

__________________________________________________________________________________ The resolution was adopted in a secret ballot with 55 199 999 votes for, no votes against and 75 217 votes abstaining. 55 275 216 shares took part in the vote, constituting 54,85% of the share capital, on which valid votes were cast. The total number of valid votes was 55 275 216.

Resolution No. 13

of June 6, 2023

of the Ordinary General Meeting of Shareholders

of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Paweł Zawodny on account of the performance of his duties as Member of the Management Board of the Company between February 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Paweł Zawodny on account of the performance of his duties as Member of the Management Board of the Company between February 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

__________________________________________________________________________________ The resolution was adopted in a secret ballot with 55 290 220 votes for, 1 vote against and 75 296 votes abstaining. 55 365 517 shares took part in the vote, constituting 54,94% of the share capital, on which valid votes were cast. The total number of valid votes was 55 365 517.

Resolution No. 14 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Jeremiah Cohn on account of the performance of his duties as Member of the Management Board of the Company between February 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Jeremiah Cohn on account of the performance of his duties as Member of the Management Board of the Company between February 1 and December 31, 2022.

§ 2 The resolution enters into force as of the moment of its adoption.

__________________________________________________________________________________ The resolution was adopted in a secret ballot with 55 308 647 votes for, 80 votes against and 75 217 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

Resolution No. 15 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Ms. Katarzyna Szwarc on account of the performance of her duties as Chairperson of the Supervisory Board of the Company between January 1 and December 31, 2021

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Ms. Katarzyna Szwarc on account of the performance of her duties as Chairperson of the Supervisory Board of the Company between January 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 53 821 906 votes for, 1 484 936 votes against and 77 102 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 16 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Piotr Pągowski on account of the performance of his duties as Deputy Chairperson of the Supervisory Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Piotr Pągowski, on account of the performance of his duties as Deputy Chairperson of the Supervisory Board of the Company between January 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 55 183 930 votes for, 124 717 votes against and 75 297 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 17 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Michał Bień on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Michał Bień on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 55 183 930 votes for, 124 719 votes against and 75 295 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 18 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Maciej Nielubowicz on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Maciej Nielubowicz on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 54 795 580 votes for, 511 262 votes against and 77 102 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 19 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Jan Łukasz Wejchert on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022

Pursuant to Art. 393 item 1 and Art. 395 § 2 item 3 of the Commercial Companies Code the General Meeting has decided the following:

§ 1

The Ordinary General Meeting hereby grants discharge to Mr. Jan Łukasz Wejchert on account of the performance of his duties as Member of the Supervisory Board of the Company between January 1 and December 31, 2022.

§ 2

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 55 183 930 votes for, 124 717 votes against and 75 297 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 20 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

expressing an opinion with regard to the CD PROJEKT S.A. Supervisory Board report concerning remuneration of members of the Management Board and Supervisory Board in 2022

§ 1

Pursuant to Art. 395 § 2¹ of the Commercial Companies Code in conjunction with Art. 90g section 6 of the Act of 29 July 2005 on public offering, conditions for introducing financial instruments to organized trade and public companies the General Meeting hereby issues a positive opinion regarding the Supervisory Board Report on remuneration of members of the Management Board and Supervisory Board in 2022.

§ 2

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The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 43 197 500 votes for, 12 184 559 votes against and 1 885 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

Resolution No. 21 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning approval of the annual report of the Company's Supervisory Board for 2022

§ 1.

Pursuant to item no. 2.11 of the Best Practice for WSE Listed Companies (2021 edition), the General Meeting hereby approves the CD PROJEKT S.A. Supervisory Board report for 2022, i.e. the Supervisory Board report on its assessment of the Company's Financial Statement for 2022, Management Board recommendation concerning allocation of net profit for 2022, Management Board report on CD PROJEKT Group and CD PROJEKT S.A. activities in 2022, along with the Supervisory Board report on the activities of the Supervisory Board in 2022, together with an assessment of the work of the Supervisory Board, assessment of the condition of the Company which acknowledges the adequacy and effectiveness of its internal control systems, risk management, compliance with the applicable norms and practices, internal audit, and discharge by the Company of its disclosure obligations with regard to corporate governance policies.

§ 2.

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The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 55 354 210 votes for, no votes against and 29 734 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

Resolution No. 22 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning amendments to § 11, § 12 and § 19 of the Company Articles

Pursuant to Art. 430 § 1 of the Commercial Companies Code the General Meeting hereby decides to amend the Company Articles as follows:

§ 1.

The existing § 11 of the Company Articles is given the following form:

"The Management Board shall consist of one or more persons."

§ 2.

The existing § 12 of the Company Articles is given the following form:

• 1. "Management Board members are appointed and dismissed by the Supervisory Board. Management Board members are appointed to a joint term which begins on the date of convocation of the General Meeting which approves the financial statement for the year 2016, and lasts 4 years.
• 2. The Management Board acts in compliance with the Management Board Rules of Conduct instituted by way of a Management Board resolution and approved by the Supervisory Board. Management Board resolutions require an absolute majority of votes."

§ 3.

The existing § 19 section 3 item (c) of the Company Articles is given the following form:

"c) appointment or dismissal of a Management Board member, suspension of a Management Board member or delegation of a Supervisory Board member to act as a Management Board member in temporary capacity;"

§ 4.

The Supervisory Board is hereby authorized to prepare the consolidated text of the Company Articles incorporating the amendments introduced by this resolution.

§ 5.

The resolution enters into force as of the moment of its adoption, and shall become effective on the day the amended Company Articles are registered by the appropriate court.

The resolution was adopted in an open ballot with 55 383 944 votes for, no votes against and no votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 23 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning amendments to § 28 of the Company Articles

Pursuant to Art. 430 § 1 of the Commercial Companies Code the General Meeting hereby decides to amend the Company Articles as follows:

§ 1.

In § 28 of the Company Articles, section 6 is added as follows:

"6. The Management Board may remit to shareholders an advance dividend which shall count towards the expected dividend payable at the end of the financial year, as long as the Company's approved financial statement for the previous financial year shows a profit and the Company holds sufficient cash assets to enable such payment. The advance dividend may comprise at most half of the profit achieved since the close of the preceding financial year, as listed in the financial statement which has undergone a formal audit, increased by reserve capital to which profits have been reassigned and which may be used by the Management Board to remit advance payments, and decreased by any uncovered losses or unpaid shares. Payment of an advance dividend requires approval by the Supervisory Board."

The Supervisory Board is hereby authorized to prepare the consolidated text of the Company Articles incorporating the amendments introduced by this resolution.

§ 3.

The resolution enters into force as of the moment of its adoption, and shall become effective on the day the amended Company Articles are registered by the appropriate court.

The resolution was adopted in an open ballot with 55 377 944 votes for, no votes against and 6 000 votes abstaining. 55 383 944 shares took part in the vote, constituting % of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 24 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning merger between CD PROJEKT S.A. and its subsidiary, SPOKKO sp. z o.o.

§1.

Acting pursuant to article 506 § 1, 2 and 4 of the Commercial Companies Code and having heard the presentation delivered by the Management Board of the Company concerning mainly key points of the merger plan, the General Meeting of CD PROJEKT S.A. ("Surviving Company") hereby:

• 1. approves the merger plan agreed and executed by Surviving Company and SPOKKO sp. z o.o. with its registered office in Warsaw, address: ul. Jagiellońska 74, 03- 301 Warsaw, entered into the register of entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, XIV Division of the National Court Register under KRS no. 0000746503 ("Target Company") on 20 April 2023 ("Merger Plan"), constituting an appendix to this resolution; and
• 1. approves the merger between the Surviving Company and the Target Company, which is a single-member company and a subsidiary of the Surviving Company, by way of transferring the entirety of the Target Company's assets to the Surviving Company pursuant to article 492 § 1 item 1 of the Commercial Companies Code (merger by acquisition) in connection with article 516 § 6 of the Commercial Companies Code, without increasing the share capital of the Surviving Company and without exchanging Target Company's shares for Surviving Company's shares, on conditions set forth in the Merger Plan which is published and available free of charge on the websites of both companies in accordance with article 500 § 2¹ of the Commercial Companies Code ("Merger");
• 1. The Merger will become effective on the date of its registration in the registry appropriate for the registered office of the Surviving Company (day of merger). Such registration will cause the effect of deletion from the register of the Target Company;
• 1. There will be no change to the Articles of Association of the Surviving Company in connection with the Merger.

§2.

The resolution enters into force as of the moment of its adoption.

Annex to Resolution no. 24 – Merger Plan

The resolution was adopted in an open ballot with 55 381 961 votes for, 80 votes against and 1 903 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,95% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 25 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

authorizing the Management Board of the Company to carry out buyback of Company shares for redemption

Pursuant to Art. 359 § 1 and 2 of the Commercial Companies Code in conjunction with Art. 362 § 1 item 5 of the Commercial Companies Code and § 9 section 1 of the Company Articles, the General Meeting hereby decides the following:

§ 1.

• 1. The Management Board of the Company is authorized to buy back own shares of the Company ("Own Shares") for the purpose of redemption, in accordance with requirements specified in sections 2-11 below.
• 1. The total amount allocated by the Company toward the purchase of Own Shares, together with any applicable purchasing fees, shall not exceed 500,000,000.00 (five hundred million) PLN. Only fully paid up Own Shares may be purchased.
• 1. The Company may carry out one or multiple share purchase transactions, which may be either (i) transactions carried out on the regulated market of the Warsaw Stock Exchange, or (ii) a transaction or transactions carried out outside of the regulated securities trading system, in the form of a public tender offer addressed to all shareholders of the Company ("Tender Offer"). Own Shares may be purchased directly by the Company or by an investment broker acting on behalf of the Company.
• 1. If Own Shares are bought back on the regulated market, as specified in section 3 item (i) above, the purchase price will be determined in accordance with Art. 5 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC ("Market Abuse Regulation") as well as Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures ("Standard").
• 1. If Own Shares are bought back in the manner specified in section 3 item (ii) above, the following conditions apply:
  2. 1) the purchase price of each Own Share will be determined by the Management Board and will acknowledge the market conditions existing at the moment of publication of the Tender Offer by the Company;
  3. 2) the total number of Own Shares which the Company intends to buy back, along with the wording of the Tender Offer, will, in each case, be determined by the Management Board in the form of a resolution, and then publicly disclosed by the Company in a current report;
  4. 3) the following additional requirements apply to the buy-back program:
     • (i) the purchase price of Own Shares listed in the Tender Offer will be equal for all shareholders;
     • (ii) purchasing of Own Shares under the Tender Offer will proceed in such a way as to provide all shareholders with equal opportunity to exercise their right to sell Own Shares;
     • (iii) if the number of Own Shares offered for sale by shareholders under the Tender Offer exceeds the total number of Own Shares which the Company intends to purchase as specified in the Tender Offer, the Management Board will proportionally reduce the number of shares offered by each shareholder, rounding fractional shares down to the nearest whole number, so that the total number of Own Shares on offer is equal to the maximum number of Own Shares indicated

by the Company in the Tender Offer. If the aforementioned rounding down of fractional shares (allocation rule) results in a number lower than the maximum number of Own Shares which the Company intends to purchase, the remaining Own Shares (i.e. the number of shares which represents the difference between the maximum of Own Shares indicated in the Tender Offer and the total number of Own Shares on offer following the application of the reduction mechanism, along with any rounding down of fractional shares) will be purchased by the Company from the shareholder who offered to sell the most shares. If several shareholders offered to sell an identical number of shares, the Company will purchase the remaining Own Shares from the shareholder who submitted their offer at the earliest date.

• 1. Own Shares shall be purchased from shareholders in exchange for remuneration paid out by the Company in an amount not exceeding the figure listed in section 2 above, solely from the reserve capital which, according to Art. 348 § 1 of the Commercial Companies Code may be divided among shareholders.
• 1. The goal of the buy-back of Own Shares is redemption thereof and the attendant reduction in the Company's share capital, pursuant to Art. 359 of the Commercial Companies Code.
• 1. Authorization to purchase Own Shares is granted to the Management Board for the period between the day of adoption of this resolution and exhaustion of funds allocated to the buy-back program.
• 1. While the authorization granted by this resolution is in force, the Management Board, guided by the Company's interest, may, at its own discretion, (i) discontinue the buy-back of Own Shares at any time; (ii) cancel the buy-back of Own Shares in whole or in part; (iii) forgo implementation of this resolution at any time of its choosing; (iv) decide to continue or resume buy-back of Own Shares under conditions expressed in this resolution, if the Management Board had previously invoked the rights granted thereto in items (i)-(iii) above.
• 1. The Management Board shall publicly disclose detailed information concerning the buy-back of Own Shares, acknowledging the requirements imposed by the Market Abuse Regulation and the Standard. Such disclosures will be provided in the form of current reports.
• 1. The Management Board is hereby authorized to undertake any factual and legal activities required to effect the buy-back of Own Shares in accordance with the material content of this resolution, and in particular to:
  2. 1) determine the mode (type) of transactions in which Own Shares will be purchased, along with the corresponding purchase price, or means of its determination as well as the maximum number of Own Shares which may be purchased per transaction type;
  3. 2) if Own Shares are purchased outside the regulated market determine, prior to commencement of the buy-back of Own Shares, specific terms and conditions related to the Tender Offer, including (i) conditions, rules and deadlines applicable to offers submitted by Company shareholders, (ii) the specific wording of sale offers, along with offer templates, and (iii) terms and conditions governing acceptance of sale offers, along with settlement of Own Share purchase transactions;
  4. 3) If Own Shares are purchased on the regulated market determine, prior to commencement of the buy-back of Own Shares, additional terms and conditions related to buy-back of Own Shares, acknowledging the relevant provisions and restrictions expressed in this resolution, in the Market Abuse Regulation and in the Standard;
  5. 4) Place orders and clearing instructions on behalf of the Company, and perform any other activities required in the process of purchasing Own Shares;
  6. 5) Enter into agreements with selected external entities for the purposes of contracting these entities (which entails granting appropriate authorization thereto) to perform actions required in the implementation of this resolution.

§ 2.

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 51 926 872 votes for, 3 445 512 votes against and 11 560 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 26

of June 6, 2023

of the Ordinary General Meeting of Shareholders

of CD PROJEKT S.A., headquartered in Warsaw

concerning scrutiny and approval of the financial statement of CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) for 2022

§ 1.

Whereas on February 28, 2023, i.e. after the close of the 2022 financial year, a merger was carried out between the Company (as the surviving company) and CD PROJEKT RED STORE sp. z o.o. with a registered seat in Warsaw (as the target company) pursuant to Art. 492 § 1 item 1 of the Commercial Companies Code in conjunction with Art. 516 § 6 of the Commercial Companies Code ("STORE merger"), as a result of which the Company entered into the rights and obligations of the target company, the General Meeting of the Company, acting under Art. 494 § 1 of the Commercial Companies Code in conjunction with Art. 395 § 2 item 1 and Art. 231 § 2 item 1 of the Commercial Companies Code hereby, having performed scrutiny, approves the financial statement of CD PROJEKT RED STORE sp. z o.o. for the financial year ending on December 31, 2022, which comprises the following:

• 1. balance sheet for December 31, 2022, showing a balance of 3,400,316.40 (three million four hundred thousand three hundred sixteen 40/100) PLN;
• 1. profit and loss account for the period between January 1, 2022, and December 31, 2022, showing a net loss of 1,594,455.23 (one million five hundred ninety-four thousand four hundred fifty five 23/100) PLN;
• 1. statement of comprehensive income for the financial year beginning on January 1, 2022 and ending on December 31, 2022, showing a comprehensive loss of 1,594,455.23 (one million five hundred ninety-four thousand four hundred fifty five 23/100) PLN;
• 1. statement of cash flows for the period between January 1, 2022 and December 31, 2022, which, in the line item titled "Balance of cash flows", shows a decrease in financial assets by 160,976.71 (one hundred sixty thousand nine hundred seventy six 71/100) PLN;
• 1. statement of changes in equity for the period between January 1, 2022 and December 31, 2022, which shows an increase in equity by 805,544.77 (eight hundred five thousand five hundred forty four 77/100) PLN;
• 1. additional information and clarifications.

§ 2.

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 55 354 250 votes for, no votes against and 29 694 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 27 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

concerning scrutiny and approval of the report on activities of CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) for 2022

§ 1.

Given the STORE merger described in Resolution no. 26 above, as a result of which the Company entered into the rights and obligations of the target company, i.e. CD PROJEKT RED STORE sp. z o.o., the General Meeting of the Company, acting under Art. 494 § 1 of the Commercial Companies Code in conjunction with Art. 395 § 2 item 1 and Art. 231 § 2 item 1 of the Commercial Companies Code hereby, having performed scrutiny, approves the report on activities of CD PROJEKT RED STORE sp. z o.o. for the financial year ending on December 31, 2022.

§ 2.

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 55 354 290 votes for, no votes against and 29 654 votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 28 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning coverage of losses incurred by CD PROJEKT RED STORE sp. z o.o. (acquired by the

Company on February 28, 2023) in 2022

§ 1.

Given the STORE merger described in Resolution no. 26 above, as a result of which the Company entered into the rights and obligations of the target company, i.e. CD PROJEKT RED STORE sp. z o.o., the General Meeting of the Company, acting under Art. 494 § 1 of the Commercial Companies Code in conjunction with Art. 395 § 2 item 2 and Art. 231 § 2 item 2 of the Commercial Companies Code, hereby decides that the net loss of CD PROJEKT RED STORE sp. z o.o. for the financial year ending on December 31, 2022, in the amount of 1,594,455.23 (one million five hundred ninety-four thousand four hundred fifty five 23/100) PLN shall be covered by profits obtained by the Company in future years.

§ 2.

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in an open ballot with 55 383 864 votes for, 80 votes against and no votes abstaining. 55 383 944 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 944.

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Resolution No. 29 of June 6, 2023 of the Ordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Mr. Michał Nowakowski on account of the performance of his duties as member of the Management Board of CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) between January 1 and December 31, 2022

Given the STORE merger described in Resolution no. 26 above, as a result of which the Company entered into the rights and obligations of the target company, i.e. CD PROJEKT RED STORE sp. z o.o., the General Meeting of the Company, acting under Art. 494 § 1 of the Commercial Companies Code in conjunction with Art. 395 § 2 item 3 and Art. 231 § 2 item 3 of the Commercial Companies Code, hereby grants discharge to Mr. Michał Nowakowski on account of the performance of his duties as member of the Management Board of CD PROJEKT RED STORE sp. z o.o. between January 1 and December 31, 2022.

§ 2. The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 54 778 357 votes for, no votes against and 75 297 votes abstaining. 54 853 654 shares took part in the vote, constituting 54,43% of the share capital, on which valid votes were cast. The total number of valid votes was 54 853 654.

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Resolution No. 30

of June 6, 2023

of the Ordinary General Meeting of Shareholders

of CD PROJEKT S.A., headquartered in Warsaw

on granting discharge to Ms. Aleksandra Jarośkiewicz on account of the performance of her duties as member of the Management Board of CD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February 28, 2023) between January 1 and May 5, 2022

§ 1.

Given the STORE merger described in Resolution no. 26 above, as a result of which the Company entered into the rights and obligations of the target company, i.e. CD PROJEKT RED STORE sp. z o.o., the General Meeting of the Company, acting under Art. 494 § 1 of the Commercial Companies Code in conjunction with Art. 395 § 2 item 3 and Art. 231 § 2 item 3 of the Commercial Companies Code, hereby grants discharge to Ms. Aleksandra Jarośkiewicz on account of the performance of her duties as member of the Management Board of CD PROJEKT RED STORE sp. z o.o. between January 1 and May 5, 2022.

§ 2.

The resolution enters into force as of the moment of its adoption.

The resolution was adopted in a secret ballot with 55 308 647 votes for, no votes against and 75 217 votes abstaining. 55 383 864 shares took part in the vote, constituting 54,96% of the share capital, on which valid votes were cast. The total number of valid votes was 55 383 864.

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