CD Projekt — Director's Dealing 2020

Sep 26, 2020

Current report no. 46/2020

Subject: Disclosure of transactions carried out by persons dischargingmanagerial responsibilities

Legal basis: Art. 19 section 3 of MAR

The Management Board of CD PROJEKT S.A. with a registered office inWarsaw (hereinafter referred to as "the Company") hereby announces thaton 25 September 2020 it received notice of sale of Company shares aswell as their take-up in the exercise of rights incorporated by Series Bsubscription warrants issued in the framework of the Incentive Program,by persons discharging managerial responsibilities at the Company,namely members of the Company Management Board (hereinafter referred toas "the Obligated Parties").

Transactions referred to in the report concerning sale of shares arecarried out in the process of implementing the Incentive Programinstituted on the grounds of Resolution no. 21 of the Ordinary GeneralMeeting of 24 May 2016, along with the Terms and Conditions of the2016-2021 Incentive Program based on the aforementioned resolution(hereinafter referred to as "the Program"), as well as Resolutions no.20 and 21 of the Ordinary General Meeting of 28 July 2020. Consequently,these transactions are not motivated by individual investment decisionsundertaken by Management Board members, but instead result from theirinvolvement in the Program.

In line with information disclosed in Current Report no. 28/2020 of 1September 2020, the shares previously purchased by the Company on themarket for the purpose of discharging its obligations under theIncentive Program, and subsequently purchased from the Company byparticipants of the Incentive Program (including by the ObligatedParties), are subjected, in whole or in part, to resale on the WarsawStock Exchange (by way of individual or block trades). This resale iscarried out by joint request of Program participants, by Dom MaklerskiTrigon S.A., collectively, in proportion to the number of sharesindividually assigned by each participant, between 7 September 2020 and25 September 2020. A daily transaction limit corresponding to 15% of theaverage daily trading volume of Company shares is applicable. The sharesreferenced above correspond to 9.56% of individual entitlements assignedto Obligated Parties under the Incentive Program. The purpose of thereported resale is to enable Program participants to finance theirinvolvement in the Program, including remittance of the future issueprice of Series M shares taken up in the exercise of rights incorporatedby the subscription warrants, as well as discharge of associatedpersonal tax liabilities. In addition, partial exercise of entitlementsassigned under the Program by presenting participants with an offer topurchase Company shares bought back on the market serves to limit thedilution of stock by reducing the number of Series M shares which needto be issued.

Transactions which are the subject of the report concerning the take-upof Series M shares are consequent to the exercise, by entitled partieswho are also members of the Management Board of the Company, of rightsincorporated by Series B subscription warrants issued in associationwith the vesting of the Program, as disclosed by the Company in CurrentReport no. 29/2020 of 4 September 2020.

The Company also wishes to note that Series M shares taken up in theexercise of subscription warrants are subjected to a one-year lock-upperiod.

The notifications obtained by the Company are annexed to this report.

Disclaimer: This English language translation has been prepared solelyfor the convenience of English speaking readers. Despite all the effortsdevoted to this translation, certain discrepancies, omissions orapproximations may exist. In case of any differences between the Polishand the English versions, the Polish version shall prevail. CD PROJEKT,its representatives and employees decline all responsibility in thisregard.