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CD Projekt

AGM Information May 26, 2025

5556_rns_2025-05-26_b03cbf7f-0648-4e94-a2dc-48ca1b28957f.pdf

AGM Information

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TERMS AND CONDITIONS OF PARTICIPATION IN THE GENERAL MEETING OF CD PROJEKT S.A. USING REMOTE ELECTRONIC COMMUNICATION TOOLS

§ 1

Scope of the Terms and Regulations

    1. These Terms and Conditions govern the proceedings of the General Meeting of CD PROJEKT S.A. ("the Company") ("the General Meeting") insofar as the use of remote electronic communication tools is concerned.
    1. The provisions listed in these Terms and Conditions are applicable only if the Company has notified the Shareholders while convening the General Meeting that remote electronic communication tools may be used.
    1. Matters not regulated by these Terms and Conditions are instead regulated by the provisions of the General Meeting Regulations of CD PROJEKT S.A. along with the applicable legislation, unless these Terms and Conditions specify otherwise.

§ 2 General provisions

    1. An eligible Shareholder or a Plenipotentiary thereof may participate in the General Meeting using remote communication tools which enable:
    2. a) bilateral real-time communication between the Shareholder or their Plenipotentiary and the General Meeting,
    3. b) exercise by the Shareholder or their Plenipotentiary of voting rights in the course of the General Meeting,
    4. c) real-time streaming of the General Meeting to the Shareholder or their Plenipotentiary.
    1. Participation in the General Meeting as defined in section 1 occurs by way of a dedicated IT platform (hereinafter referred to as "the Platform"). The Platform meets the requirements listed in section 1 a) by providing a chat interface.
    1. The Shareholder of their Plenipotentiary who make use of the ability to participate in the General Meeting using remote electronic communication tools bear all the associated risks, including in particular risks related to the potential inability to receive the broadcast of the General Meeting, carry out real-time communication or exercise voting rights at the General Meeting due to technical malfunctions or disruptions in network availability.
    1. All communication between the Company and the Shareholder who wishes to take part in the General Meeting using remote electronic communication tools should be addressed to the Company's e-mail address at [email protected].

§ 3 Declaration of participation

    1. In order to take part in the General Meeting using remote electronic communication tools, a Shareholder who is eligible to participate in the General meeting, must submit to the Company a suitable declaration pursuant to these Terms and Conditions, and meet the technical requirements listed in Appendix 1 to these Terms and Conditions.
    1. Not later than 7 days prior to the General Meeting the Shareholder shall submit to the

Company, using the e-mail address listed in § 2 section 4, the following documentation:

  • a) a properly filled out, signed and scanned declaration in the form of a PDF document or an electronic document signed using a trusted profile or qualified electronic signature, concerning their intent to take part in the General Meeting using remote electronic communication tools, compliant with the template which constitutes Appendix no. 2 to these Terms and Conditions (hereinafter referred to as "the Declaration"),
  • b) if the Shareholder is a natural person a scanned copy of a document which enables the Shareholder to be unambiguously identified, containing the serial number of their national ID or passport and their personal identification number (PESEL),
  • c) if the Shareholder is a legal entity or organizational unit which does not possess a distinct legal personality – a scanned copy of the appropriate registration confirmation or any other document which confirms that specific individuals are authorized to represent that entity. If any of the aforementioned documents are prepared in a language other than Polish, a notarized translation into Polish is also required,
  • d) if the Shareholder has appointed a Plenipotentiary to represent them at the General Meeting – additionally, a scanned copy of the plenipotentiary authorization form, enabling both the Shareholder and the Plenipotentiary to be identified, along with a scanned copy of a document which enables the Plenipotentiary to be unambiguously identified, containing the serial number of their national ID or passport and their personal identification number (PESEL),
    1. The Company will cross-check the Declaration submitted by the Shareholder with the list of Shareholders entitled to take part in the General Meeting obtained from the Central Securities Depository of Poland. In order to facilitate proper verification, the Company reserves the right to contact the Shareholder or their Plenipotentiary using the contact information provided in the Declaration.
    1. Should the actions specified in the preceding section give rise to any ambiguities the Company shall notify the Shareholder by e-mail of their duty to rectify such ambiguities within a certain timeframe. If the Shareholder does not comply within the specified period, their application to take part in the General Meeting using remote electronic communication tools shall be denied.
    1. Denial of participation in the General Meeting using remote electronic communication tools is communicated by the Company to the Shareholder by e-mail, using the address specified in the Declaration.
    1. Submission by the Company to the Shareholder or their Plenipotentiary of detailed instructions concerning registration with the Platform specified in § 4 section 1 should be construed as confirmation that the Shareholder's application to take part in the General Meeting using remote electronic communication tools has been approved.

§ 4 Accessing the Platform

    1. Following positive verification of the Shareholder's eligibility and plenipotentiary powers (if any), the Company shall provide to the Shareholder or their Plenipotentiary, not later than three days prior to the General Meeting, using the e-mail address specified in the Declaration, detailed instructions concerning registration with the Platform, along with an initial login and password which should be used to sign into the Platform for the first time.
    1. The initial login and password are submitted to the Shareholder in a password-protected

form. The password which enables these files to be decrypted is delivered by text message to the phone number specified in the Declaration.

    1. The initial password provided by the Company to the Shareholder should be used solely to sign into the platform for the first time.
    1. The Shareholder or their Plenipotentiary must change the password specified in section 3 to a password of their own choosing in accordance with the instructions provided along with the initial login and password.
    1. One workday prior to the General Meeting date specified in the General Meeting convocation announcement, the Shareholder or their Plenipotentiary will be able to test the Platform remotely, validate its compatibility with their preferred computer hardware, software and internet connection which will be used during the General Meeting, and familiarize themselves with the Platform's features.
    1. The Company shall provide technical support in case of any technical issues, at the phone number provided along with the Platform registration manual.
    1. Access to tests specified in Section 5 is facilitated by a test URL which will be e-mailed to the address specified in the Declaration, from the Company's e-mail address specified in § 2 section 4 of these Terms and Conditions.
    1. In case of any issues or queries concerning the use and operation of the Platform during the General Meeting, the Shareholder or their Plenipotentiary may access technical support, which is provided by phone. The relevant phone number will become active one hour prior to the start of the General Meeting and remain active until the meeting concludes. The Shareholder or their Plenipotentiary may also communicate issues to the Company by e-mail, using the address specified in § 2 section 4 of these Terms and Conditions.
    1. Any risks related to participation in the General Meeting using remote electronic communication tools, remote communication with the General Meeting and remote exercise of voting rights, which involve improper or unauthorized access to logins and passwords rest solely with the Shareholder or their Plenipotentiary. The Company declines any responsibility in this regard.
    1. Communication with the General Meeting and with the Company using electronic tools which facilitate remote participation in the General Meeting, as well as the Company's e-mail address specified in § 2 section 4 of these Terms and Conditions, must be carried out solely in Polish or English.

§ 5 Conditions of remote participation

    1. A Shareholder or their Plenipotentiary who make use of the ability to participate in the General Meeting using remote electronic communication tools specified in these Terms and Conditions shall be accorded the same rights with regard to addressing the General Meeting, submitting motions and draft resolutions, voting and objecting to resolutions adopted by the General Meeting as a Shareholder or their Plenipotentiary who directly participate in the General Meeting by being physically present in the meeting room.
    1. A Shareholder or their Plenipotentiary who make use of the ability to participate in the General Meeting using remote electronic communication tools are bound by the same General Meeting proceedings regulations as a Shareholder or their Plenipotentiary who directly participate in the General Meeting by being physically present in the meeting room.
    1. A detailed specification of the rights and duties of Shareholders mentioned in sections 1 and 2 above can be found in the General Meeting Regulations of CD PROJEKT S.A. These regulations apply as appropriate.
    1. Any formal, organizational, technical issues and any conflicts which may arise in association with the General Meeting and the Shareholder's or their Plenipotentiary's remote participation therein are resolved by the Chairperson of the General Meeting who is authorized to issue binding decisions in this regard.

Appendix no. 1

Technical requirements of the IT platform facilitating participation in the General Meeting using remote electronic communication tools

    1. In order to participate in the General Meeting using remote electronic communication tools, the following are required:
    2. a) a synchronous public Internet connection with a minimum bandwidth of 512 Mbps (fixed bandwidth made available to the platform). Higher bandwidth is recommended.
    3. b) a modern computer unit capable of audio and video playback, running Windows or another operating system with one of the following browsers installed: IE (version 11 or newer), Firefox (version 60 or newer), Chrome (version 70 or newer) or Safari (version 12 or newer). All these browsers are available free of charge and can be downloaded from their respective websites. Additionally, the platform requires the Adobe Flash Player plugin (version 27 or newer), which is also available for download free of charge from its developer's website. The browser must furthermore support JavaScript and SSL 3.0 (which most browsers do by default).
    1. Lower network bandwidth or older versions of browsers may hamper or prevent communication with the General Meeting room, incur transmission delays or prevent participants from casting votes.
    1. While the participant makes use of the platform, it is recommended that they refrain from using other applications which place a significant load on the computer or the network connection used by the platform.

Appendix no. 2

Declaration of intent to participate in the General Meeting using remote electronic communication tools

Declaration

I, the undersigned, …………………………………………………………………,

a Shareholder/representative of a Shareholder* of CD PROJEKT S.A., hereby declare my intent to participate in the General Meeting of the Company convened on ………………………………………………… using remote electronic communication tools.

I declare that, as a Shareholder, I intend to personally participate in the General Meeting in the manner specified above*

I declare that, as a Shareholder, I intend to be represented at the General Meeting by a plenipotentiary in the manner specified above*

I declare that I am authorized to represent a shareholder, as attested to by documentation submitted to the Company, and that I intend to personally participate in the General Meeting in the manner specified above*

I declare that I am authorized to represent a shareholder, as attested to by documentation submitted to the Company, and that I intend to be represented at the General Meeting by a plenipotentiary in the manner specified above*

I declare that I intend to represent the following quantity of shares at the General Meeting:………………, say:

…:…………………………………………………………………………………………, as specified in the registry of shareholders entitled to participate in the General Meeting of the Company, compiled by the Central Securities Depository of Poland.

I hereby declare that I accept all conditions and consequences of participation in the General Meeting using remote electronic communication tools as announced and published by the Company.

Identification data for the Shareholder/person representing the Shareholder* authorized to participate in the General Meeting of Shareholders using remote electronic communication tools:

Full name: …………………………………………….........................................................……...........

Address of residence:………………………………………………...………………………………………

Personal ID number (PESEL):……………………………

Serial number of national ID/passport* :……………………………………………

Contact e-mail address (also for login delivery): ……….............…………………………….

Contact phone number (also for delivery of login decryption password): ………………………….

Identification data for the Plenipotentiary representing a Shareholder who is authorized to participate in the General Meeting of Shareholders using remote electronic communication tools:

Full name: …………………………………………….........................................................……...........

Address of residence:………………………………………………...………………………………………

Personal ID number (PESEL):……………………………

Serial number of national ID/passport* :……………………………………………

Contact e-mail address (also for login delivery): ……….............…………………………….

Contact phone number (also for delivery of login decryption password): ………………………….

Signatures of the Shareholder/Persons authorized to represent the Shareholder*:

full name (position) full name (position)

venue and date venue and date

*cross out as appropriate

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