Subject: Commencement of buyback of Company shares
Legal basis: Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) in connection with art. 2 section 1 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures
The Management Board of CD PROJEKT S.A. with a registered office in Warsaw (the “Company”) hereby announces that on 5 September 2025 acting pursuant to Resolution no. 21 of the Ordinary General Meeting of the Company of 23 June 2025 on authorizing the Management Board of the Company to purchase the Company’s own shares to facilitate exercise of Entitlements assigned to Participants at the first stage of Incentive Program A, and creating a supplementary capital for this purpose (the “General Meeting Resolution”) adopted a resolution on the purchase of the Company’s own shares (the “Management Board Resolution”).
Own shares will be purchased on the official regulated market of the Warsaw Stock Exchange by way of broker’s orders.
The Management Board has contracted an investment firm Trigon Dom Maklerski S.A. to perform the buyback of Company shares on terms specified in art. 5 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) no. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures (the “Regulation”), and domestic legislation.
The purchase of the Company’s own shares will be carried out on the basis of an authorisation granted to the Company’s Management Board by way of the General Meeting Resolution.
Within the abovementioned buyback program the Company will allot an amount not exceeding PLN 39,561,300.00 and will acquire no more than 87,914 Company’s own shares, which corresponds to 100% of the entitlements assigned to the participants at the first stage of Incentive Program A, active as of the day of the adoption of the Management Board Resolution. Shares will be bought back for not less than 1.00 PLN and not more than 450.00 PLN per share, and the program will furthermore conform to Art. 3 of the Regulation.
The buyback program will be carried out between 8 September 2025 and 30 September 2025 (inclusive), unless (a) the money allotted for buyback of shares will be used in full before, (b) before then the Company will purchase the number shares corresponding to the maximum number of Shares subject to the buyback, (c) the Management Board will decide to end the buyback earlier.
The goal of the buyback program is to allow the Company to exercise all or some of the entitlements assigned to the participants at the first stage of Incentive Program A for years 2023-2027 by extending an offer to participants to purchase Company’s own shares.
The Management Board will provide further public disclosures concerning the number of shares purchased, in line with relevant laws.
Disclaimer: This English language translation has been prepared solely for the convenience of English speaking readers. Despite all the efforts devoted to this translation, certain discrepancies, omissions or approximations may exist. In case of any differences between the Polish and the English versions, the Polish version shall prevail. CD PROJEKT, its representatives and employees decline all responsibility in this regard.