CD Projekt

AGM Information • Oct 31, 2024

Report Content CurrentReport no. 25/2024

Subject:Convocation of an 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. with its registered office in Warsaw(the "Company"), acting pursuant to Art. 399 § 1 of the CommercialCompanies Code ("CCC"), in association with the request submittedpursuant to Art. 400 § 1 of CCC on 17 October 2024 by Mr. MarcinIwiński, an eligible shareholder of the Company, to convene the ExtraordinaryGeneral Meeting (as previously disclosed by the Company in CurrentReport no. 24/2024), hereby convenes an Extraordinary General Meeting(the"General Meeting")to be held on 28 November 2024 at 10:00 a.m. CET at the Companyheadquarters (Warsaw, Jagiellońska 74) with the following agenda.

Openingof the General Meeting._#160;

Electionof the General Meeting Chairperson._#160;

Determiningthat the General Meeting has been validly convened and is empoweredto undertake binding resolutions._#160;

Approvalof the General Meeting agenda._#160;

Adoptionof a resolution regarding dismissal of Marcin Piotr Iwiński from theposition of Member of the Supervisory Board of the Company of thecurrent term.

Adoptionof a resolution regarding appointment of Marcin Piotr Iwiński asMember of the Supervisory Board of the Company for a new term.

Adoptionof a resolution regarding appointment of Beata Cichocka-Tylman asMember of the Supervisory Board of the Company for a new term.

Adoptionof a resolution regarding appointment of David Gardner as Member ofthe Supervisory Board of the Company for a new term.

Adoptionof a resolution regarding appointment of Adam Michał Kiciński asMember of the Supervisory Board of the Company for a new term.

Adoptionof a resolution regarding appointment of Agnieszka KatarzynaSłomka-Gołębiowska as Member of the Supervisory Board of the Companyfor a new term.

Adoptionof a resolution regarding amendments to § 12 of the Articles ofAssociation of the Company.

Adoptionof a resolution regarding amendments to § 18, § 19, § 20 and § 22 ofthe Articles of Association of the Company.

Adoptionof a resolution regarding amendments to § 21 of the Articles ofAssociation of the Company.

Adoptionof a resolution regarding amendments to § 28 of the Articles ofAssociation of the Company.

Adoptionof a resolution regarding changes in remuneration of Members of theSupervisory Board of the Company.

Adoptionof a resolution regarding amendments to the General MeetingRegulations of the Company.

Adoptionof a resolution regarding determination of theEarnings Condition for years 2025-2028 in the Incentive Program B.

Adoptionof a resolution regarding assignment of costs related to theconvocation and organization of the General Meeting.

Conclusionof the General Meeting.

Informationfor shareholders

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 12 November 2024 (the date ofregistration for participation in the General Meeting, hereinafterreferred to as the "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.31 October 2024,and the first business day following the Registration Day, i.e. 13November 2024.

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 25, 26 and 27 November 2024, between 9 a.m. and 4 p.m. CET. Eachshareholder may request the list to be delivered to her/him free ofcharge by submitting a valid e-mail address. Such requests should beaddressed towza@cdprojekt.com.

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 7 November 2024. Each demand should be accompaniedby a 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 participating shareholder mayintroduce draft resolutions concerning the items included on the meetingagenda, as well as ask questions concerning existing agenda 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 aplenipotentiary. Shareholders who are not natural persons mayparticipate in the General Meeting and exercise voting rights throughpersons authorized to issue declarations of intent on their behalf, orthrough plenipotentiaries. Each plenipotentiary should possess suitableauthorization, issued in writing or electronically. Electronicauthorization does not need to carry an electronic signature securedwith a valid security certificate; however, the issuance of electronicauthorization should be communicated to the Company by e-mail, atwza@cdprojekt.com.

Inorder to properly authenticate the shareholder who is to be representedby a plenipotentiary, the electronic authorization should contain thefollowing attachments:

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 plenipotentiary to representthem at the General 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 plenipotentiary while theattendance list is being 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 plenipotentiary torepresent them at the General Meeting, or a copy thereof, certifiedby a registered notary or any other entity authorized to certifycopies of such documents.

Inorder to authenticate the plenipotentiary, the Management Board of theCompany reserves the right to demand the following documents of theplenipotentiary while the attendance list is being collated:

Forplenipotentiaries who are natural persons - a copy of a national ID,passport or other official document confirming the plenipotentiary'sidentity;

Forplenipotentiaries who are not natural persons - theplenipotentiary's certificate of registration or any other documentconfirming that the natural person (or natural persons) areauthorized to represent the plenipotentiary at the General Meeting,or a copy thereof, certified by a registered notary or any otherentity authorized to certify copies of such documents.

Theforms mentioned in Art. 4023§ 1 item 5 of CCC enabling plenipotentiaries to exercise voting rightsare available on the Company website atwww.cdprojekt.com.

TheCompany does not impose an obligation to use the above mentioned formswhen appointing plenipotentiaries.

TheManagement Board wishes to declare that, should a shareholder appoint aplenipotentiary and provide him/her with voting instructions, theCompany will make no attempt to verify whether the votes cast by theplenipotentiary remain in agreement with the shareholder's instructions.As such, voting instructions should be provided to plenipotentiariesonly.

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.

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 above-mentioned 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.