CD Projekt

Registration Form • Oct 10, 2023

Current Report no. 40/2023

Subject: Registration of amendments in the Company Articles ofAssociation

Legal basis: Art. 56 section 1 item 2 of the Offerings Act - current andperiodic information

The Management Board of CD PROJEKT S.A. with a registered seat in Warsaw("the Company") informs that on 9 October 2023 the District Court forthe City of Warsaw in Warsaw, 14th Commercial Department of the NationalCourt Registry, has registered the following amendments of the CompanyArticles:

1) amendments to the Company Articles introduced on the basis of theresolution no. 22 of the Ordinary General Meeting of the Company of 6June 2023 ("General Meeting") concerning amendments to § 11, § 12 and §19 of the Company Articles (full text of the resolution published in theCurrent Report no. 26/2023), as a result of which:

(i) the existing § 11 of the Company Articles was given the followingcontent:

"The Management Board shall consist of one or more persons.";

(ii) the existing § 12 of the Company Articles was given the followingcontent:

1. "Management Board members are appointed and dismissed by theSupervisory Board. Management Board members are appointed to a jointterm which begins on the date of convocation of the General Meetingwhich approves the financial statement for the year 2016, and lasts 4years.

2. The Management Board acts in compliance with the Management BoardRules of Conduct instituted by way of a Management Board resolution andapproved by the Supervisory Board. Management Board resolutions requirean absolute majority of votes.";

(iii) the existing § 19 section 3 item (c) of the Company Articles wasgiven the following content:

"c) appointment or dismissal of a Management Board member, suspension ofa Management Board member or delegation of a Supervisory Board member toact as a Management Board member in temporary capacity;",

2) amendment to the Company Articles introduced on the basis of theresolution no. 23 of the General Meeting concerning amendments to § 28of the Company Articles (full text of the resolution published in theCurrent Report no. 26/2023), as a result of which in § 28 of the CompanyArticles section 6 was added as follows:

"6. The Management Board may remit to shareholders an advance dividendwhich shall count towards the expected dividend payable at the end ofthe financial year, as long as the Company's approved financialstatement for the previous financial year shows a profit and the Companyholds sufficient cash assets to enable such payment. The advancedividend may comprise at most half of the profit achieved since theclose of the preceding financial year, as listed in the financialstatement which has undergone a formal audit, increased by reservecapital to which profits have been reassigned and which may be used bythe Management Board to remit advance payments, and decreased by anyuncovered losses or unpaid shares. Payment of an advance dividendrequires approval by the Supervisory Board."

The consolidated text of the Company Articles, incorporating theamendments introduced on the basis of the above-mentioned GeneralMeeting resolutions, is appended to this report. The full content of thejustifications for the drafts of the above-mentioned resolutions waspublished in Current Report no. 20/2023 of 10 May 2023.

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.