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CD Projekt — Proxy Solicitation & Information Statement 2026
Feb 12, 2026
5556_rns_2026-02-12_4e34c17c-f7c3-420d-ae06-80e807c31f06.html
Proxy Solicitation & Information Statement
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Report Content CurrentReport no. 2/2026
Subject:Convocation of the Extraordinary General Meeting
Legalbasis:Art. 56 section 1 item 2 of the Act on Public Offering current andperiodic information
Pursuantto Art. 399 § 1 of the Commercial Companies Code (hereinafter referredto as "CCC")the Management Board of CD PROJEKT S.A. (hereinafter referred to as the"Company")hereby convenes an Extraordinary General Meeting of Shareholders(hereinafter referred to as the "GeneralMeeting")which will be held on 11 March 2026at 10:00 a.m. at the Company headquarters (Warsaw, Golędzinowska 5,building "Z") with the following agenda:
1.Opening of the General Meeting.
2.Adoption of a resolution concerning election of the General MeetingChairperson.
3.Determining that the General Meeting has been validly convened and isempowered to undertake binding resolutions.
4.Adoption of a resolution concerning approval of the General Meetingagenda.
5.Adoptionof a resolution concerning determination of the Earnings Condition foryears 2026-2029 in the Incentive Program B.
6.Conclusion of the meeting.
Informationfor shareholders
Eligibilityto participate in the General Meeting
TheManagement Board wishes to declare that, in accordance with Art. 4061of the CCC, eligibility to participate in the General Meeting isrestricted to parties who will have held Company stock sixteen daysprior to the date of the General Meeting, i.e. on 23 February 2026 (thedate of registration for participation in the General Meeting,hereinafter referred to as "RegistrationDay").
Thelist of holders of dematerialized shares who are entitled to participatein the General Meeting is prepared by the depository agency, namely theNational Depository for Securities (Krajowy Depozyt PapierówWartościowych S.A.) on the basis of information obtained from entitiesoperating the shareholders' securities accounts and authorized to issueregistered certificates of eligibility for participation in the GeneralMeeting.
Requestsfor registered certificates of eligibility for participation in theGeneral Meeting must be submitted to operators of securities accountsbetween the date of announcement of the General Meeting, i.e. 12February 2026, and the first business day following the RegistrationDay, i.e. 24 February 2026.
Thelist of shareholders entitled to participate in the General Meetingshall be prepared on the basis of lists provided by the NationalDepository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.)The list of shareholders entitled to participate in the General Meetingshall be made available at the Company registered office (Warsaw,Jagiellońska 74) three weekdays prior to the General Meeting, i.e. on 6,9 and 10 March 2026, between 9 a.m. and 4 p.m. Each shareholder mayrequest the list to be delivered to him/her free of charge by submittinga valid e-mail address. Such requests should be addressed [email protected].
Selectedrights of shareholders pertaining to the General Meeting
Ashareholder or shareholders representing at least 1/20 of the Companyshare capital may demand that certain items be placed on the GeneralMeeting agenda. Such demands should be submitted to the Management Boardof the Company not later than twenty-one days prior to the GeneralMeeting date, i.e. by 18 February 2026. Each demand should beaccompanied by a justification or draft resolution to be undertaken atthe General Meeting and may be submitted electronically [email protected] are entitled to submit to the Company, prior to the GeneralMeeting date, draft resolutions concerning matters which are included orare expected to be included in the General Meeting agenda. Such draftresolutions should be submitted in writing or by e-mail [email protected].
Whilethe General Meeting is in progress, any shareholder may submit draftresolutions concerning the items placed on the meeting agenda, as wellas ask questions concerning the issues placed on the meeting agenda ofthe General Meeting.
Nevertheless,taking into account Principle 4.8 of the Best Practices for WSE ListedCompanies 2021, following which draft resolutions of the general meetingon matters put on the agenda of the general meeting should be tabled byshareholders no later than three days before the general meeting, theManagement Board encourages to submit potential draft resolutions withinthis period.
Participationin the General Meeting and exercise of voting rights
Ashareholder who is a natural person may participate in the GeneralMeeting and exercise voting rights personally or through a proxy.Shareholders who are not natural persons may participate in the GeneralMeeting and exercise voting rights through persons authorized to issuedeclarations of intent on their behalf, or through proxies. Each proxyshould possess suitable authorization, issued in writing orelectronically. Electronic authorization does not need to carry anelectronic signature secured with a valid security certificate; however,the issuance of electronic authorization should be communicated to theCompany by e-mail, [email protected].
Inorder to properly authenticate the shareholder who is to be representedby a proxy the electronic authorization should contain the followingattachments:
(i)Forshareholders who are natural persons - a copy of a national ID, passportor other official identification document. Additionally, shareholderswho are natural persons should attach a declaration authorizing theCompany to process their personal data for the purposes ofauthentication and assessment of the validity of the electronicauthorization.
(ii)Forshareholders who are not natural persons - a copy of the relevantregistration document or any other document confirming that theshareholder is authorized to appoint a proxy to represent them at theGeneral Meeting.
Incase of any doubts regarding the authenticity of the above-mentioneddocuments, the Management Board of the Company reserves the right todemand the following documents of the proxy while the attendance list isbeing collated:
(i)Forshareholders who are natural persons - a copy of a national ID, passportor other official document confirming the shareholder's identity,certified for authenticity by a registered notary or any other entityauthorized to certify copies of such documents;
(ii)Forshareholders who are not natural persons - the shareholder's certificateof registration or any other document confirming that the shareholder isauthorized to appoint a proxy to represent them at the General Meeting,or a copy thereof, certified by a registered notary or any other entityauthorized to certify copies of such documents.
Inorder to authenticate the proxy, the Management Board of the Companyreserves the right to demand the following documents of the proxy whilethe attendance list is being collated:
(i)For proxies who are natural persons - a copy of a national ID, passportor other official document confirming the proxy's identity;
(ii)For proxies who are not natural persons - the proxy's certificate ofregistration or any other document confirming that the natural person(or natural persons) are authorized to represent the proxy at theGeneral Meeting, or a copy thereof, certified by a registered notary orany other entity authorized to certify copies of such documents.
Theforms mentioned in Art. 4023§ 1 item 5 of the CCC enabling proxies to exercise voting rights areavailable on the Company website atwww.cdprojekt.com.
TheCompany does not impose an obligation to use the above-mentioned formswhen granting proxy rights.
TheManagement Board wishes to declare that, should a shareholder appoint aproxy and provide him/her with voting instructions, the Company willmake no attempt to verify whether the votes cast by the proxy remain inagreement with the shareholder's instructions. As such, votinginstructions should be provided to proxies only.
TheCompany does not provide for casting votes by traditional mail.
Participatingin the General Meeting using electronic communication channels
Shareholdersmay participate in the General Meeting using electronic communicationchannels. Regulations which govern participation in the General Meetingusing electronic communication channels are annexed to this announcement.
TheCompany records the General Meeting and posts such recordings atwww.cdprojekt.com.
Informationregarding exercise of voting rights using electronic communicationchannels and addressing the General Meeting using electroniccommunication channels is annexed to this announcement.
GeneralMeeting materials
Eachparty entitled to participate in the General Meeting may obtain alldocuments which are to be submitted to the General Meeting, includingdraft resolutions, or, when no resolutions are foreseen, any statementsof the Management Board or Supervisory Board regarding items on theGeneral Meeting agenda or items which are to be placed on the agendaprior to the meeting. Such information shall be made available on theCompany website atwww.cdprojekt.comand additionally at the Company registered office (Warsaw, Jagiellońska74) between 9 a.m. and 4 p.m.
Supplementaryinformation
Informationpertaining to the General Meeting will be published on the Companywebsite atwww.cdprojekt.com.The Management Board wishes to clarify that all matters not directlyaddressed in this announcement are regulated by the CCC, the CompanyArticles and the applicable General Meeting regulations. As such, theManagement Board advises all shareholders to familiarize themselves withthe above-mentioned documents. Any questions or concerns related toparticipation in the General Meeting should be raised with the Companyat +48 22 519 69 00 or by e-mail, [email protected].
Disclaimer:This English language translation has been prepared solely for theconvenience of English speaking readers. Despite all the efforts devotedto this translation, certain discrepancies, omissions or approximationsmay exist. In case of any differences between the Polish and the Englishversions, the Polish version shall prevail. CD PROJEKT, itsrepresentatives and employees decline all responsibility in this regard.