CD Projekt

AGM Information • Feb 20, 2024

Content of the resolutions adopted at the Extraordinary General Meeting of Shareholders of CD PROJEKT S.A on February 20, 2024

Resolution No. 1 of 20 February 2024 of the Extraordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning the election of the General Meeting Chairperson

§ 1.

The General Meeting of Shareholders, pursuant to Art. 409 § 1 and Art. 420 § 2 of the Commercial Companies Code, hereby appoints Mr. Mateusz Bednarz as General Meeting Chairperson, with the election having taken place in a secret ballot.

§ 2.

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

The resolution was adopted in a secret ballot with 50 537 873 votes for, no votes against and no votes abstaining. 50 537 873 shares took part in the vote, constituting 50,58% of the share capital, on which valid votes were cast. The total number of valid votes was 50 537 873.

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Resolution No. 2 of 20 February 2024 of the Extraordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw concerning approval of the General Meeting agenda

§ 1.

The General Meeting of Shareholders hereby approves the following agenda of the General Meeting of Shareholders published on the Company website on January 22, 2024 and in Current Report no. 2/2024 of January 22, 2024, to wit:

• 1. Opening of the General Meeting.
• 1. Election of the General Meeting Chairperson.
• 1. Determining that the General Meeting has been validly convened and is empowered to undertake binding resolutions.
• 1. Approval of the General Meeting agenda.
• 1. Adoption of a resolution regarding determination of the Earnings Condition in the Incentive Program B for 2024-2027.
• 1. Conclusion of the General Meeting.

§ 2.

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

The resolution was adopted in an open ballot with 50 537 873 votes for, no votes against and no votes abstaining. 50 537 873 shares took part in the vote, constituting 50,58% of the share capital, on which valid votes were cast. The total number of valid votes was 50 537 873.

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Resolution No. 3 of 20 February 2024 of the Extraordinary General Meeting of Shareholders of CD PROJEKT S.A., headquartered in Warsaw regarding determination of the Earnings Condition in the Incentive Program B for 2024-2027

The General Meeting of Shareholders, in relation to the adoption on 18 April 2023 of resolution no. 7 of the Extraordinary of the General Meeting of Shareholders of the Company concerning institution of Incentive Program B for the financial years 2023-2027 ("Incentive Program B Resolution"), hereby decides as follows:

§ 1.

• 1. The General Meeting of Shareholders of the Company, at the request of the Management Board of the Company, hereby resolves, pursuant to § 3 Section 5 of the Incentive Program B Resolution, to determine the Earnings Condition in Incentive Program B for the financial years 2024-2027 in the amount of 3 000 000 000 (three billion) PLN.
• 1. The Earnings Condition corresponds to the consolidated net earnings from continuing operations of the CD PROJEKT Group in a given period of 4 (four) financial years - in accordance with the definition included in § 3 Section 1 (a) of the Incentive Program B Resolution.

§ 2.

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

The resolution was adopted in an open ballot with 49 640 236 votes for, 897 637 votes against and no votes abstaining. 50 537 873 shares took part in the vote, constituting 50,58% of the share capital, on which valid votes were cast. The total number of valid votes was 50 537 873.

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