CD Projekt

Share Issue/Capital Change • Jun 26, 2023

CurrentReport no. 32/2023

Subject:Registration of the lowering of the share capital, redemption of ownshares and registration of other amendments in the Company Articles ofAssociation

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

TheManagement Board of CD PROJEKT S.A. with a registered seat in Warsaw ("theCompany") hereby announces that on 26 June 2023 it was notified ofregistration on 26 June 2023, by the District Court for the City ofWarsaw, in Warsaw, 14th Commercial Department of the National CourtRegistry ("the Court"), of:

1.changes comprising the lowering of the Company's share capital by 860290 PLN, the consequent redemption of 860 290 shares of the Company(representing the equivalent number of votes at the General Meeting) andthe related change in the existing labeling scheme of Company sharesissued in series A through M by replacing it with a uniform scheme asseries A - M shares.

Theredemption applied to shares previously bought back by the Company inthe framework of a buy-back program executed between 5 and 24 October2022.

Asa consequence, the Company's share capital currently stands at 99 910510 PLN, divided into 99 910 510 series A - M ordinary bearer shareswith a nominal value of 1.00 (one) PLN each. The total number of votesafforded by all Company shares outstanding is 99 910 510.

Thelowering of the share capital, redemption of shares and the associatedamendments to the Company Articles are based upon Resolution no. 9 ofthe Extraordinary General Meeting of the Company of 18 April 2023 ("EGM")concerningredemption of the Company's own sharesandResolution no. 10 of EGMconcerninglowering of the Company's share capital and amending its Articles ofAssociation(published in their entirety in Current Report no. 12/2023)._#160;

Consequently,§ 7 section 1 of the Company Articles was given the following form:

"1.The share capital amounts to 99 910 510 (ninety nine million ninehundred ten thousand five hundred and ten) PLN and consists of 99 910510 (ninety nine million nine hundred ten thousand five hundred and ten)ordinary bearer shares with a nominal value of 1.00 (one) PLN each,arranged into series labeled A to M."

2.amendments to the Company Articles which concern mainly the nominalvalue of the conditional increase in Company share capital, i.e.:

(i)changes introduced on the basis of Resolution no. 4 of the EGM, as aresult of which:

a.§ 8 section 1 of the Company Articles was given the following form: "Repealed",

b.§ 8 section 2 of the Company Articles was given the following form: "Repealed",

c.§ 8 section 3 of the Company Articles was given the following form: "Repealed",

(ii)changes introduced on the basis of Resolution no. 6 of the EGM, as aresult of which:

a.in § 8 of the Company Articles section 4 was added with followingcontent:_#160;

"Thenominal value of the conditional increase in the Company share capitalperformed in order to facilitate implementation of the incentive programinstituted on the basis of resolution no. 5 of the Extraordinary GeneralMeeting of Shareholders concerning institution of Incentive Program Afor the financial years 2023-2027 of 18 April 2023 shall not exceed 1500 000 (one million five hundred thousand) PLN, divided into not morethan 1 500 000 (one million five hundred thousand) Series O ordinarybearer shares with a nominal value of 1 (one) PLN each. The aim of theconditional increase in the Company share capital is to assign the rightto take up Series O shares to holders of Subscription Warrants issued inaccordance with resolution no. 6 of the Extraordinary General Meeting ofShareholders of 18 April 2023, who are enrolled in Incentive Program Ainstituted on the basis of resolution no. 5 of the Extraordinary GeneralMeeting of Shareholders of 18 April 2023 and in line with the Terms andConditions of Incentive Program A adopted in conjunction therewith.";

b.in § 8 of the Company Articles section 5 was added with followingcontent:_#160;

"Theright to take up Series O shares shall appertain to holders ofSubscription Warrants arranged into series and labeled using successiveletters of the alphabet beginning with C. The right to take up Series Oshares may be exercised within 30 (thirty) days of the date of initialdeposition of each Subscription Warrant in the securities account orsummary account. Notwithstanding the foregoing, the deadline forexercise of Subscription Warrants may not fall beyond 18 April 2033under any circumstances.";

(iii)changes introduced on the basis of Resolution no. 8 of the EGM, as aresult of which:

a.in § 8 of the Company Articles section 6 was added with followingcontent:_#160;

"Thenominal value of the conditional increase in the Company share capitalperformed in order to facilitate implementation of the incentive programinstituted on the basis of resolution no. 7 of the Extraordinary GeneralMeeting of Shareholders concerning institution of Incentive Program Bfor the financial years 2023-2027 of 18 April 2023 shall not exceed 3500 000 (three million five hundred thousand) PLN, divided into not morethan 3 500 000 (three million five hundred thousand) Series P ordinarybearer shares with a nominal value of 1 (one) PLN each. The aim of theconditional increase in the Company share capital is to assign the rightto take up Series P shares to holders of Subscription Warrants issued inaccordance with resolution no. 8 of the Extraordinary General Meeting ofShareholders of 18 April 2023, who are enrolled in Incentive Program Binstituted on the basis of resolution no. 7 of the Extraordinary GeneralMeeting of Shareholders of 18 April 2023 and in line with the Terms andConditions of Incentive Program B adopted in conjunction therewith.";

b.in § 8 of the Company Articles section 7 was added with followingcontent:_#160;

"Theright to take up Series P shares shall appertain to holders ofSubscription Warrants arranged into series and labeled using successiveletters of the alphabet beginning with D. The right to take up Series Pshares may be exercised within 30 (thirty) days of the date of initialdeposition of each Subscription Warrant in the securities account orsummary account. Notwithstanding the foregoing, the deadline forexercise of Subscription Warrants may not fall beyond 18 April 2033under any circumstances."

Asa result of the foregoing, the nominal value of the conditional increasein the Company share capital currently stands at 5 000 000 PLN. The fullwording of resolutions adopted by the EGM was published in CurrentReport no. 12/2023 of 18 April 2023, whereas the justification for thecorresponding draft resolutions was published in Current Report no.10/2023 of 22 March 2023.

Theconsolidated text of the Company Articles, incorporating the amendmentsmandated by the above-mentioned EGM resolutions, is appended to thisreport.

Disclaimer

ThisEnglish 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.