Subject: The decision of the Management Board to submit a motion to the next General Meeting of the Company to authorise the Management Board to carry out the buy-back of the Company’s own shares to exercise entitlements assigned to the participants at the first stage of Incentive Program A
Legal basis: Art. 17 sec. 1 of MAR – inside information
The Management Board of CD PROJEKT S.A. with its registered office in Warsaw (the “Company”) hereby announces that on 7 May 2025 it has adopted a resolution, under which, i.e.:
(i) it decided to allow the option to proceed with exercise of all or some of entitlements granted to the participants at the first stage of Incentive Program A for the financial years 2023-2027 (the “Incentive Program A”) by extending an offer to participants to purchase Company’s own shares (while at the same time acknowledging the option to exercise the entitlements assigned to participants at the first stage through the second available mechanism for exercising entitlements), and therefore
(ii) it has resolved to apply to the next General Meeting to authorize a share buyback program pursuant to Art. 362 § 1 item 8 of the Commercial Companies Code in order to facilitate exercise of all or some of the entitlements assigned to the participants at the first stage of Incentive Program A by extending an offer to participants to purchase Company’s own shares, under the terms and conditions set in the resolution and indicated also in the draft of a resolution of the General Meeting of the Company attached to this report , which the Management Board plans to present to the next General Meeting for a vote, in particular providing that:
- the total number of the shares purchased by the Company will not exceed 89,601,
- the price of a single share may not be lower than PLN 1.00 and may not exceed PLN 450.00,
- the total amount, which may be allocated by the Company for the purchase of shares shall amount to not more than PLN 40,320,450.00.
The final decision on the authorisation of the Management Board rests with the General Meeting of the Company.
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.