CD Projekt

AGM Information • Dec 16, 2024

Report Content CurrentReport no. 31/2024

Subject:Registration of amendments in the Articles of Association of the Company

Legalbasis: Art. 56 section 1 item 2 of the Offerings Act - current andperiodic information

TheManagement Board of CD PROJEKT S.A. with a registered office in Warsaw(the "Company") informs that on December 16, 2024, Company's proxyreceived a decision of the District Court for the City of Warsaw inWarsaw, 14th Commercial Department of the National Court Registry,concerning entry into the register on 14 December, 2024 as regards thefollowing amendments of the Articles of Association of the Company:

theamendment introduced on the basis of the resolution no. 9 of theExtraordinary General Meeting of the Company of 28 November 2024(the "General Meeting")concerning amendments to § 12of the Articles of Association of the Company(the full text ofthe resolution published in the Company's current report no.27/2024), as a result of which the existing § 12 section 1 of theArticles of Association of the Company was given the following form:_#160;

"1."Members of the Management Board are appointed and dismissed by theSupervisory Board. Members of the Management Board are appointed for ajoint four-year term."

amendmentsintroduced on the basis of the resolution no. 10 of the GeneralMeetingconcerningamendmentsto § 18, § 19, § 20 and § 22of the Articles of Association of the Company(the full text ofthe resolution published in the Company's current report no. 27/2024),as a result of which:

Theexisting § 18 section 1 of the Articles of Association of theCompany is given the following form:_#160;

"1.Members of the Supervisory Board are appointed and dismissed by theGeneral Meeting. Members of the Supervisory Board are appointed for ajoint four-year term. The Supervisory Board elects, from among itsmembers, its Chair and Deputy Chair. The Supervisory Board may appointtwo of its members as Chairs, in which case each of these appointeeswill be referred to as the Co-Chairs. Under such circumstances, theduties and prerogatives of the Chair arising under law, the Articles ofAssociation of the Company and internal Company by-laws, will be equallydischarged by each Co-Chair. In case of a dispute over competencebetween Co-Chairs, the deceive decision will rest with the Co-Chair withthe longer record of work in the Supervisory Board of the Company(calculated jointly, that is also taking into account all concludedterms, and irrespective of any gaps between them)."

Theexisting § 19 section 1 of the Articles of Association of theCompany was given the following form:

"1.Except as regulated by specific provisions of the applicable laws, theSupervisory Board may adopt resolutions at meetings or outside ofmeetings, i.e. in writing or using means of direct remote communication.Regardless of mode, Supervisory Board resolutions are adopted by anabsolute majority of votes, with the exception of matters specified insection 3 below."_#160;

Theexisting § 19 section 2 of the Articles of Association of theCompany was given the following form:_#160;

"2.Resolutions adopted at Supervisory Board meetings are valid if allMembers of the Supervisory Board have been invited to the given meeting,and at least four Members of the Supervisory Board attend the meeting.Meetings of the Supervisory Board may also be attended remotely, usingmeans of direct remote communication."_#160;

Theexisting § 20 section 1 of the Articles of Association of theCompany was given the following form:

1."Either the Management Board or any Member of the Supervisory Board maydemand the convening of a meeting of the Supervisory Board, and submit adraft agenda. The demand must be submitted to the person discharging theduties of the Chair of the Supervisory Board. The meeting is convened bythe person discharging the duties of the Chair of the Supervisory Boardno later than two weeks following submission of the corresponding demand."

Theexisting § 20 section 3 of the Articles of Association of theCompany was given the following form:_#160;

"3."Repealed."

Theexisting § 22 of the Articles of Association of the Company wasgiven the following form:

"Whenno Chair of the Supervisory Board (including Co-Chairs) is present orable to discharge the said duties, they shall instead be discharged bythe Deputy Chair."_#160;

theamendment introduced on the basis of the resolution no. 12 of theGeneral Meetingconcerning amendments to § 28 of the Articles ofAssociation of the Company(the full text of the resolutionpublished in the Company's current report no. 27/2024), as a resultof which the existing § 28 section 5 of the Articles of Associationof the Company was given the following form:_#160;

"5.The use of supplementary and reserve capitals is decided by the GeneralMeeting. Amounts from profit accumulated in the reserve capital may beallocated towards payment of dividends pursuant to Art. 348 § 1 of theCommercial Companies Code. A portion of the reserve capital equivalentto one third of the share capital may be allocated only towards coverageof losses reported in the financial statement."_#160;

Theconsolidated text of the Articles of Association of the Company,incorporating the amendments introduced on the basis of theabove-mentioned General Meeting resolutions, is appended to this report.The full content of the justifications for the drafts of theabove-mentioned resolutions was published in Current Report no. 26/2024of 31 October 2024.

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.