CD Projekt — AGM Information 2023

May 10, 2023

CurrentreportNo. 19/2023

Subject:Convocation of the Ordinary General Meeting

Legalbasis:Art. 56 section 1 item 2 of the Act on Public Offering current andperiodic information

Pursuantto Art. 399 § 1 of the Commercial Companies Code (hereinafter referredto as "CCC")the Management Board of CD PROJEKT S.A. (hereinafter referred to as "theCompany")hereby convenes an Ordinary General Meeting of Shareholders (hereinafterreferred to as "theGeneral Meeting")which will be held on 6 June 2023 at 10:00 a.m. at the Companyheadquarters (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.

Discussionconcerning the Company's managerial reports, the Company's financialstatement and the consolidated financial statement for 2022.

Resolutionconcerning approval of the Company's financial statement for 2022.

Resolutionconcerning approval of the consolidated financial statement of theCD PROJEKT Group for 2022.

Resolutionconcerning approval of the Management Board report on CD PROJEKTGroup and CD PROJEKT S.A. activities in 2022.

Resolutionconcerning the allocation of Company profit obtained in 2022.

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

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

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

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

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

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

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

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

Resolutionon granting discharge to Ms. Katarzyna Szwarc on account of theperformance of her duties as Chairperson of the Supervisory Board ofthe Company between January 1 and December 31, 2022.

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

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

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

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

Resolutionexpressing an opinion with regard to the Supervisory Board reportconcerning remuneration of members of the Management Board andSupervisory Board in 2022.

Resolutionconcerning approval of the annual report of the Company'sSupervisory Board for 2022.

Resolutionconcerning amendments to § 11, § 12 and § 19 of the Company Articles.

Resolutionconcerning amendments to § 28 of the Company Articles.

Resolutionconcerning merger between CD PROJEKT S.A. and its subsidiary, SPOKKOsp. z o.o.

Resolutionauthorizing the Management Board of the Company to carry out buybackof Company shares for redemption.

Resolutionconcerning scrutiny and approval of the financial statement of CDPROJEKT RED STORE sp. z o.o. (acquired by the Company on February28, 2023) for 2022.

Resolutionconcerning scrutiny and approval of the report on activities of CDPROJEKT RED STORE sp. z o.o. (acquired by the Company on February28, 2023) for 2022.

Resolutionconcerning coverage of losses incurred by CD PROJEKT RED STORE sp. zo.o. (acquired by the Company on February 28, 2023) in 2022.

Resolutionon granting discharge to Mr. Michał Nowakowski on account of theperformance of his duties as member of the Management Board of CDPROJEKT RED STORE sp. z o.o. (acquired by the Company on February28, 2023) between January 1 and December 31, 2022.

Resolutionon granting discharge to Ms. Aleksandra Jarośkiewicz on account ofthe performance of her duties as member of the Management Board ofCD PROJEKT RED STORE sp. z o.o. (acquired by the Company on February28, 2023) between January 1 and May 5, 2022.

Conclusionof the meeting.

_#160;Informationfor shareholders

_#160;Eligibilityto participate in the General Meeting

TheManagement Board wishes to declare that, in accordance with Art. 4061of 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 21 May 2023 (the dateof registration for participation in the General Meeting, hereinafterreferred to as "RegistrationDay").

Thelist of holders of dematerialized shares who are entitled to participatein the General Meeting is prepared by the depository agency, namely theNational 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. 10 May2023, and the first business day following the Registration Day, i.e. 22May 2023.

_#160;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 weekdays prior to the General Meeting, i.e. on 1,2 and 5 June 2023, between 9 a.m. and 4 p.m. Each shareholder mayrequest the list to be delivered to him/her free of charge by submittinga valid e-mail address. Such requests should be addressed 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 16 May 2023. Each demand should be accompanied bya justification or draft resolution to be undertaken at the GeneralMeeting and may be submitted 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 shareholder may submit draftresolutions concerning the items placed on the meeting agenda, as wellas ask questions concerning the issues placed on the meeting agenda ofthe General Meeting.

Participationin the General Meeting and exercise of voting rights

Ashareholder who is 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:

(i)Forshareholders who are natural persons - a copy of a national ID, passportor other official identification document. Additionally, shareholderswho are natural persons should attach a declaration authorizing theCompany to process their personal data for the purposes ofauthentication and assessment of the validity of the electronicauthorization.

(ii)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 at theGeneral Meeting.

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

(i)Forshareholders who are natural persons - a copy of a national ID, passportor other official document confirming the shareholder's identity,certified for authenticity by a registered notary or any other entityauthorized to certify copies of such documents;

(ii)Forshareholders who are not natural persons - the shareholder's certificateof registration or any other document confirming that the shareholder isauthorized to appoint a proxy to represent them at the General Meeting,or a copy thereof, certified by a registered notary or any other entityauthorized to certify copies of such documents.

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 the CCC enabling proxies to exercise voting rights areavailable on the Company website atwww.cdprojekt.com.

TheCompany does not impose an obligation to use the above-mentioned formswhen granting proxy rights.

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.

TheGeneral Meeting regulations do not provide for casting votes bytraditional 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.cdprojektred.com.

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.

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 the CCC, the CompanyArticles and the applicable General Meeting regulations. As such, theManagement Board advises all shareholders to familiarize themselves withthe above-mentioned documents. Any questions or concerns related toparticipation in the General Meeting should be raised with the Companyat +48 22 519 69 00 or by e-mail, atwza@cdprojekt.com._#160;

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.