Subject: Motion to extend the agenda of the Ordinary General Meeting of CD PROJEKT S.A. scheduled for 25 May 2021
Legal basis: Art. 56 section 1 item 2 of the Offerings Act – Current and Periodic Information
The Management Board of CD PROJEKT S.A. (hereinafter referred to as “the Company”) hereby announces that on 5 May 2021 a motion was filed under Art. 401 § 1 of the Commercial Companies Code by a shareholder of the Company – Mr. Marcin Iwiński – requesting that the agenda of the Ordinary General Meeting of the Company scheduled for 25 May 2021 (hereinafter referred to as “the General Meeting”) be extended.
The aforementioned eligible applicant requests extending the agenda of the General Meeting with a vote on a resolution concerning changes in compensation payable to members of the Supervisory Board of the Company. The following proposed draft resolution is attached to the notice:
“Resolution no. 25/2021 of the Ordinary General Meeting of CD PROJEKT S.A. of 25 May 2021 concerning changes in compensation payable to members of the Supervisory Board of the Company
Pursuant to Art. 392 of the Commercial Companies Code the General Meeting hereby decides the following:
§ 1
The Ordinary General Meeting approves the following compensation scheme for members of the Supervisory Board:
- Chairperson of the Supervisory Board: 10 000 (ten thousand) PLN per month,
- Members of the Supervisory Board: 6 000 (six thousand) PLN per month.
§ 2
The resolution enters into force on the day of its adoption.”
In line with the above-described motion, the current agenda of the Ordinary General Meeting of CD PROJEKT S.A. scheduled for 25 May 2021 is as follows:
- Opening of the General Meeting.
- Election of General Meeting Chairman.
- Determining that the General Meeting has been validly convened and is empowered to undertake binding decisions.
- Approval of General Meeting agenda.
- Discussion concerning the Company’s managerial reports, the Company’s financial statement and the consolidated financial statement for 2020.
- Resolution concerning approval of the Company’s financial statement for 2020.
- Resolution concerning approval of the consolidated financial statement of the CD PROJEKT Group for 2020.
- Resolution concerning approval of the Management Board report on CD PROJEKT Group and CD PROJEKT S.A. activities in 2020.
- Resolution concerning the allocation of Company profit obtained in 2020.
- Resolution on granting discharge to the President of the Management Board, Mr. Adam Kiciński, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to the Vice President of the Management Board, Mr. Marcin Iwiński, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to the Vice President of the Management Board, Mr. Piotr Nielubowicz, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to Mr. Adam Badowski, member of the Management Board, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to Mr. Michał Nowakowski, member of the Management Board, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to Mr. Piotr Karwowski, member of the Management Board, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to Chairwoman of the Supervisory Board, Ms. Katarzyna Szwarc, on account of the performance of her duties between January 1 and December 31, 2020.
- Resolution on granting discharge to Deputy Chairman of the Supervisory Board, Mr. Piotr Pągowski, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to Mr. Michał Bień, member of the Supervisory Board, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to Mr. Krzysztof Kilian, member of the Supervisory Board, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution on granting discharge to Mr. Maciej Nielubowicz, member of the Supervisory Board, on account of the performance of his duties between January 1 and December 31, 2020.
- Resolution expressing an opinion with regard to the CD PROJEKT S.A. Supervisory Board report concerning compensation of members of the Management Board and Supervisory Board in 2019-2020.
- Resolution concerning appointment of members of the Supervisory Board to a new term of office.
- Resolution concerning amendment of the Company Articles.
- Resolution concerning changes in compensation payable to members of the Supervisory Board of the Company.
- Conclusion of the meeting.
In justifying the motion the applicant notes that the request to extend the agenda of the Ordinary General Meeting of the Company with the presented resolution stems from the need to adjust the compensation of members of the Company’s Supervisory Board, which has remained unchanged since 2016, to account for expansion of the Company’s activities, along with the required involvement and duties incumbent upon members of the Supervisory Board.
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.