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CD Projekt Remuneration Information 2020

Sep 1, 2020

5556_rns_2020-09-01_9c2d8883-1a50-43de-9419-b5024777612e.html

Remuneration Information

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Current report no. 28/2020

Subject: Status of exercise of entitlements assigned under the CDPROJEKT S.A. Incentive Program in force between 2016 and 2019, andprojections regarding the sale of shares by entitled parties

Legal basis: Art. 17 of MAR - Inside information

The Management Board of CD PROJEKT S.A. with a registered office inWarsaw (hereinafter referred to as "the Company") - mindful of the needto preserve the transparency of actions undertaken by the Company, itsManagement Board and persons regarded as important for ensuring itsfurther growth, with respect to other entities active on the capitalmarket, and also in order to ensure transparency of the process ofexercising entitlements assigned under the incentive program in force atthe Company between 2016 and 2019 (hereinafter referred to as "theIncentive Program") adopted by the Ordinary General Meeting of theCompany on 24 May 2016 - hereby discloses the following informationregarding implementation of the Incentive Program.

Acting in accordance with the authorization issued by the OrdinaryGeneral Meeting of 28 July 2020 the Management Board, in collaborationwith the Dom Maklerski Trigon S.A. brokerage house (hereinafter referredto as "Trigon"), carried out a share buy-back program as a result ofwhich 516 700 Company shares were purchased on the regulated market. Thepurpose of this program was to offer the acquired shares to participantsof the Incentive Program (hereinafter referred to as "the EntitledParties") as a means of exercising some of the entitlements assigned tothem under the Incentive Program. The underlying intent was to exemptshares bought back on the market from the lock-up period which wouldotherwise apply, enabling the Entitled Parties to sell said shares andthereby gain a source of funds with which to finance their participationin the Incentive Program, including remittance of the issue price ofnewly issued Series M shares (claimed by Entitled Parties in the processof exercising the remaining entitlements assigned to them under theIncentive Program) as well as to discharge any individual taxliabilities arising in conjunction with the foregoing. Enabling partialexercise of entitlements by claiming Company shares which had previouslybeen bought back on the market also serves to limit the dilution ofcapital by commensurately lowering the number of Series M shares whichwould have to be issued by the Company.

Having presented the Entitled Parties with offers to acquire theaforementioned own shares, the Company, in collaboration with Trigon,developed a plan of action by which the Entitled Parties may carry outthe sale of newly acquired shares in a way which limits the impact ofthe anticipated sale orders submitted by Entitled Parties upon theCompany stock price - in a manner similar to the conditions of thepreviously presented buy-back program carried out by the Company.

The above-mentioned sale orders will be processed by Trigon in batches,proportionally to the number of shares being sold by each EntitledParty, by means of ordinary session trades or block trades at the WarsawStock Exchange between 7 September 2020 and 25 September 2020, subjectto a daily transaction limit, which is defined as 15% of the averagedaily trading volume of Company shares.

Based on information collected from Entitled Parties the Companyanticipates that in the course of the presented sale of Company sharesby the Entitled Parties, including members of the Company's ManagementBoard, the sell orders placed by Trigon will concern approximately 490000 shares of Company stock, corresponding to approximately 9.5% of allentitlements assigned under the Incentive Program.

Each Entitled Party is entitled to amend their respective sell order bychanging the number of shares being sold, changing their minimum saleprice and canceling the order with regard to any shares which have notyet been sold.

The remaining part of the Incentive Program vests by assigning to theEntitled Parties the right to claim newly issued Series M shares, which- subject to the terms and conditions of the Incentive Program - carry aone-year lock-up period beginning on the date of the respectivesubscription orders.

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.