Subject: Registration of Series M shares in the depository of securities and an increase of the share capital of the Company
Legal basis: Art. 56 section 1 item 2 of the Act on Public Offering – current and periodic information
The Management Board of CD PROJEKT S.A. with its registered office in Warsaw (“the Company”), pursuant to §17 section 1 item 3 and § 5 item 8 of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (JL 2018, item 757), and in relation to the Company’s current reports no. 43/2022 of 17 October 2022 and 53/2022 of 5 December 2022, wishes to announce that on 9 December 2022, 32,000 Series M ordinary bearer shares of the Company with a par value of 1.00 PLN each were registered in the depository of securities operated by the National Depository for Securities S.A. (“KPDW”) under ISIN code PLOPTTC00060 (“the Shares”). The Shares were issued in conjunction with implementation of the Company’s incentive program for the years 2016-2019 (“the Program”), in the framework of a conditional increase in the Company’s share capital, as authorized by Resolution no. 21 of the Ordinary General Meeting of the Company dated 24 May 2016.
As a result of the abovementioned registration of Shares in KPDW, the Shares were deposited in the securities account belonging to an entitled participant of the Program (“the Participant”) who, as indicated in the aforementioned current report no. 43/2022, on 17 October 2022 submitted to the Company a formal declaration concerning take-up of Shares in the exercise of rights incorporated by Series B subscription warrants previously assigned thereto. The Shares were effectively allotted to the Participant, within the meaning of Art. 451 § 2, 2nd sentence of the Commercial Companies Code (“CCC”), at the moment of their deposition in the said securities account.
Pursuant to Art. 452 § 1 of CCC, at the moment of deposition of Shares in the Participant’s securities account, the Participant gained the rights incorporated by the Shares and the Company’s share capital was effectively increased from 100,738,800 PLN, by an amount equivalent to the par value of the Shares, i.e. by 32,000 PLN, to 100,770,800 PLN.
In conjunction with the foregoing:
(i) the Company’s share capital currently amounts to 100,770,800 PLN and consists of 100,770,800 shares with a par value of 1.00 PLN each, 4,650,800 of which are Series M shares;
(ii) consequently, the total number of votes afforded by all Company shares outstanding is 100,770, 800.
The Company will formally apply for the Shares to be admitted to trading on the main market of the Warsaw Stock Exchange, which will occur once the Shares are assimilated with the remaining listed shares of the Company, registered under ISIN code PLOPTTC00011.
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.