Subject: Registration of amendments in the Articles of Association of the Company
Legal basis: Art. 56 section 1 item 2 of the Offerings Act – current and periodic information
The Management Board of CD PROJEKT S.A. with a registered office in Warsaw (the “Company”) informs that on 12 September 2025, Company’s proxy received a decision of the District Court for the City of Warsaw in Warsaw, 14th Commercial Department of the National Court Registry, concerning entry into the register on 12 September 2025 as regards the following amendments of the Articles of Association of the Company:
1) the amendment introduced on the basis of the resolution no. 22 of the Ordinary General Meeting of the Company of 23 June 2025 (the “General Meeting”) concerning amendments to § 5 of the Articles of Association of the Company (the full text of the resolution published in the Company’s current report no. 11/2025), as a result of which the existing § 5 section 1 of the Articles of Association of the Company was given the following form:
“1. “The Company engages in the following activities:
18.20.Z – Reproduction of recorded media,
32.40.Z – Manufacture of games and toys,
32.99.Z – Manufacture of other products not elsewhere classified,
46.4 – Wholesale of household items,
46.50.Z – Wholesale of information and communication technology equipment,
47.40.Z – Retail of information and communication technology equipment,
47.6 – Retail of culture and entertainment related products,
46.7 – Retail of other goods excluding motor vehicles, including motorbikes,
58.1 – Publishing of books, newspapers and periodicals and other publishing activities, except for software,
58.21.Z – Publishing of computer games,
58.29.Z – Other software publishing,
59.11.Z – Motion picture, video and television programme production activities,
59.12.Z – Motion picture, video and television programme post-production activities,
59.13.Z – Motion picture and video distribution activities,
59.20.Z – Sound recording and music publishing activities,
60.20.Z – Broadcasting of free-to-air and subscription television programmes and distribution of video recordings,
60.39.Z – Other content distribution activities,
62.10.A – Computer games programming activities,
62.10.B – Other programming activities,
62.20.A – Cybersecurity activities,
62.20.B – Other information technology related consultancy and management of information technology equipment,
62.90.Z – Other information technology and computer service activities,
63.10 – Service activities concerning computing infrastructure, data processing, web management (hosting) and related activities,
64.22.Z – Activities of companies raising finance for other entities,
64.92.B – Other forms of credit granting not elsewhere classified,
68.11.Z – Buying and selling of own real estate,
68.20.Z – Rental and operating of own or leased real estate,
69.20.A – Accounting and bookkeeping activities,
70.10.A – Activities of head of ices,
70.10.B – Activities of shared service centres,
70.20.Z – Business and other management consultancy activities,
72.10.Z – Other research and experimental development on natural sciences and engineering,
73.10 – Advertising,
73.20.Z – Market and public opinion research,
77.33.Z – Renting and leasing of of ice machinery and equipment and computers,
74.99.Z – Other professional, scientific and technical activities not elsewhere classified,
77.40.B – Leasing of intellectual property and similar products, except copyrighted works,
82.10.Z – Activities related to administrative of ice services, including support activities,
82.30 Z – Activity connected with organisation of trade shows, exhibitions and congresses,
82.99.B – Activities supporting business activity not elsewhere classified,
85.59.B – Courses and trainings related to the acquisition of knowledge, skills and professional qualifications in non-school forms,
85.69.Z – Activities supporting education not elsewhere classified,
90.39.Z – Other activities supporting creative activities and activities related to the staging of artistic performances,
93.29.B – Other entertainment and recreation activities not elsewhere classified,
94.99.Z – Activities of other membership organizations not elsewhere classified”.
2) amendment introduced on the basis of the resolution no. 23 of the General Meeting concerning (i) amendments to Resolution Implementing Incentive Program B, (ii) amendments to Issuance Resolution concerning Incentive Program B, (iii) exclusion of pre-emption rights for existing shareholders of the Company and (iv) amendments to § 8 of the Articles of Association of the Company (the full text of the resolution published in the Company’s current report no. 11/2025), as a result of which the existing § 8 section 6 of the Articles of Association of the Company was given the following form:
“6. The nominal value of the conditional increase in the Company share capital performed in order to facilitate implementation of the incentive program instituted on the basis of resolution no. 7 of the Extraordinary General Meeting of Shareholders of the Company concerning institution of Incentive Program B for the financial years 2023-2027 of 18 April 2023 amended by way of resolution no. 23 of the Ordinary General Meeting of Shareholders of the Company concerning (i) amendments to Resolution Implementing Incentive Program B, (ii) amendments to Issuance Resolution concerning Incentive Program B, (iii) exclusion of pre-emption rights for existing shareholders and (iv) amendments to the Articles of Association of the Company of 23 June 2025 shall not exceed 4 100 000 (four million one hundred thousand) PLN, divided into not more than 4 100 000 (four million one hundred thousand) Series P ordinary bearer shares with a nominal value of 1 (one) PLN each. The aim of the conditional increase in the Company share capital is to assign the right to take up Series P shares to holders of Subscription Warrants issued in accordance with resolution no. 8 of the Extraordinary General Meeting of Shareholders of the Company of 18 April 2023, who are enrolled in Incentive Program B instituted on the basis of resolution no. 7 of the Extraordinary General Meeting of Shareholders of the Company concerning institution of Incentive Program B for the financial years 2023-2027 of 18 April 2023 amended by way of resolution no. 23 of the Ordinary General Meeting of Shareholders of the Company concerning (i) amendments to Resolution Implementing Incentive Program B, (ii) amendments to Issuance Resolution concerning Incentive Program B, (iii) exclusion of pre-emption rights for existing shareholders and (iv) amendments to § 8 of the Articles of Association of the Company of 23 June 2025 and in line with the Terms and Conditions of Incentive Program B adopted in conjunction therewith.”
3) the amendment introduced on the basis of the resolution no. 24 of the General Meeting concerning amendments to § 21 of the Articles of Association of the Company (the full text of the resolution published in the Company’s current report no. 11/2025), as a result of which the existing § 21 section 2 item c) of the Articles of Association of the Company was given the following form:
“c) selection of audit firms to perform audits of financial statements and attestation of sustainability reporting,”
The consolidated text of the Articles of Association of the Company, incorporating the amendments introduced on the basis of the above-mentioned General Meeting resolutions, is appended to this report. The full content of the justifications for the drafts of the above-mentioned resolutions was published in Current Report of the Company no. 10/2025 of 26 May 2025.
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.