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CD Projekt — Director's Dealing 2020
Sep 8, 2020
5556_rns_2020-09-08_9f995970-49a6-4da8-9988-0182f7cbd1f8.html
Director's Dealing
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The Management Board of CD PROJEKT S.A. with a registered office inWarsaw (hereinafter referred to as "the Company") hereby announces thaton 8 September 2020 it received notice of transactions carried out bypersons discharging managerial responsibilities at the Company, namelymembers of the Company's Management Board (hereby referred to as "theObligated Parties") which consisted of:
1) acquisition by each Obligated Party of subscription warrants issuedby the Company, each of which incorporates the right to claim 1 Series Mbearer share of the Company;
2) purchase by each Obligated Party from the Company of its own shareswhich had previously been repurchased by the Company on the regulatedmarket in the framework of its stock buy-back program (the conclusion ofwhich was announced in Current Report no. 25/2020 of 17 August 2020) inorder for such shares to be offered to entitled participants of theIncentive Program.
The subscription warrants indicated in item (1) above correspond to90.44% of individual entitlements assigned to each Management Boardmember under the Incentive Program, while the shares indicated in item(2) above correspond to 9.56% of individual entitlements assigned toeach Management Board member under the Incentive Program.
The Company wishes to clarify that the above-mentioned transactions 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 purchased by participants of the IncentiveProgram (including by the Obligated Parties) indicated in item (2) aboveare subsequently subjected, in whole or in part, to resale on the WarsawStock Exchange (by way of individual or block trades) with theassistance of Dom Maklerski Trigon S.A., between 7 September 2020 and 25September 2020. A daily transaction limit corresponding to 15% of theaverage daily trading volume of Company shares is applicable. Thepurpose of this resale of shares which had previously been bought by theCompany on the market is to enable Program participants to finance theirinvolvement in the Program, including remittance of the issue price ofSeries M shares taken up in the exercise of rights incorporated by thesubscription warrants indicated in item (1) above, as well as associatedindividual tax liabilities. In addition, partial exercise ofentitlements assigned under the Program by presenting participants withan offer to purchase Company shares bought back on the market serves tolimit the dilution of stock by reducing the number of Series M shareswhich need to be issued.
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.