ENGLISH TRANSLATION OF THE REQUEST SUBMITTED BY MARCIN IWIŃSKI
Warsaw, 17 October 2024
From: Marcin Iwiński Shareholder CD PROJEKT S.A.
To: Management Board CD PROJEKT S.A. Jagiellońska 74 03-301 Warsaw
REQUEST TO CONVENE AN EXTRAORDINARY GENERAL MEETING AND PLACE CERTAIN ITEMS ON ITS AGENDA, AND SUBMISSION OF CANDIDATURES FOR MEMBERSHIP OF THE SUPERVISORY BOARD OF CD PROJEKT S.A. (the "Request")
I, the undersigned Marcin Iwiński, acting in my capacity as shareholder of CD PROJEKT S.A. with a registered office in Warsaw (the "Company") holding 12,873,520 shares of Company stock, which represent 12.89% of its share capital, in reference to:
- Company's Current Report no. 22/2024 of 17 October 2024, in which the Company disclosed submission, by Mr. Adam Kiciński, of his resignation from membership of the Management Board of the Company, effective at the end of day on 31 December 2024, and confirmation of his intention to stand as a candidate to the Supervisory Board of the Company, along with
- Company's Current Report no. 23/2024 of 17 October 2024, in which the Company disclosed, among others, submission, by four members of the Supervisory Board of the Company, of their respective resignations effective at the end of day on 31 December 2024,
I hereby invoke Art. 400 § 1 and 2, in conjunction with Art. 385 § 1 of the Commercial Companies Code, as well as §18 section 1 of the Company's Articles of Association, as follows:
- 1) I request that an Extraordinary General Meeting of the Company be convened at the Company's registered office, on a day chosen by the Management Board, prior to 1 January 2025, and that the following items be placed on its agenda:
-
- Opening of the General Meeting.
-
- Election of the General Meeting Chairperson.
-
- Determining that the General Meeting has been validly convened and is empowered to adopt binding resolutions.
-
- Approval of the General Meeting agenda.
-
- Adoption of a resolution regarding dismissal of Marcin Piotr Iwiński from the position of Member of the Supervisory Board of the Company of the current term.
-
- Adoption of a resolution regarding appointment of Marcin Piotr Iwiński as Member of the Supervisory Board of the Company for a new term.
-
- Adoption of a resolution regarding appointment of Beata Cichocka-Tylman as Member of the Supervisory Board of the Company for a new term.
-
- Adoption of a resolution regarding appointment of David Gardner as Member of the Supervisory Board of the Company for a new term.
-
- Adoption of a resolution regarding appointment of Adam Michał Kiciński as Member of the Supervisory Board of the Company for a new term.
-
- Adoption of a resolution regarding appointment of Agnieszka Katarzyna Słomka Gołębiowska as Member of the Supervisory Board of the Company for a new term.
-
- Conclusion of the meeting.
As an attachment to the Request I present draft resolutions concerning the above-listed matters, along with justifications, which should be acknowledged by the Management Board in the course of organizing the Extraordinary General Meeting.
- 2) I submit the following candidatures for membership of the Supervisory Board of the Company for a new term: myself, along with the following candidates, whose resumes and relevant statements are also attached to the Request:
- Ms. Beata Cichocka-Tylman,
- Mr. David Gardner,
- Mr. Adam Michał Kiciński,
- Ms. Agnieszka Katarzyna Słomka-Gołębiowska.
[signature]
Marcin Iwiński
Annexes:
- draft resolutions of the Extraordinary General Meeting of the Company, along with justifications;
- bundle of resumes and statements submitted by candidates for membership of the Supervisory Board of the Company.