Subject: Registration of amendments in the Company Articles of Association
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 seat in Warsaw (“the Company”) informs that on 9 October 2023 the District Court for the City of Warsaw in Warsaw, 14th Commercial Department of the National Court Registry, has registered the following amendments of the Company Articles:
1) amendments to the Company Articles introduced on the basis of the resolution no. 22 of the Ordinary General Meeting of the Company of 6 June 2023 (“General Meeting”) concerning amendments to § 11, § 12 and § 19 of the Company Articles (full text of the resolution published in the Current Report no. 26/2023), as a result of which:
(i) the existing § 11 of the Company Articles was given the following content:
“The Management Board shall consist of one or more persons.”;
(ii) the existing § 12 of the Company Articles was given the following content:
1. „Management Board members are appointed and dismissed by the Supervisory Board. Management Board members are appointed to a joint term which begins on the date of convocation of the General Meeting which approves the financial statement for the year 2016, and lasts 4 years.
2. The Management Board acts in compliance with the Management Board Rules of Conduct instituted by way of a Management Board resolution and approved by the Supervisory Board. Management Board resolutions require an absolute majority of votes.”;
(iii) the existing § 19 section 3 item (c) of the Company Articles was given the following content:
„c) appointment or dismissal of a Management Board member, suspension of a Management Board member or delegation of a Supervisory Board member to act as a Management Board member in temporary capacity;”,
2) amendment to the Company Articles introduced on the basis of the resolution no. 23 of the General Meeting concerning amendments to § 28 of the Company Articles (full text of the resolution published in the Current Report no. 26/2023), as a result of which in 28 of the Company Articles section 6 was added as follows:
„6. The Management Board may remit to shareholders an advance dividend which shall count towards the expected dividend payable at the end of the financial year, as long as the Company’s approved financial statement for the previous financial year shows a profit and the Company holds sufficient cash assets to enable such payment. The advance dividend may comprise at most half of the profit achieved since the close of the preceding financial year, as listed in the financial statement which has undergone a formal audit, increased by reserve capital to which profits have been reassigned and which may be used by the Management Board to remit advance payments, and decreased by any uncovered losses or unpaid shares. Payment of an advance dividend requires approval by the Supervisory Board.”
The consolidated text of the Company Articles, 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 no. 20/2023 of 10 May 2023.
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.