Changes in draft resolutions to be considered by the OGM scheduled for 24.05.2016

On 20 May 2016 Mr. Piotr Nielubowicz, Company shareholder, submitted a request concerning changes in draft resolutions No. 20 and 21 to be considered by the Ordinary General Meeting of Shareholders scheduled for 24 May 2016.

The main changes present in the submitted drafts are as follows:

  1. Assuming the attainment of the original Result Goals, the purchase price of Company shares offered to Entitled Parties is defined as the average closing price over a period of 20 trading days preceding the adoption of the corresponding resolution by the OGM.
  2. Should the Company attain the Result Goals as listed in the original draft resolution, the purchase price of Company shares offered to Entitled Parties is redefined as the 20-day average closing price, with no discount applied.
  3. Should the Company attain its Result Goals earlier than anticipated, i.e. at least one year earlier than stipulated in the original draft resolution, or should the Result Goal for the years 2016-2021 be exceeded by at least 237.1 million PLN, the original share purchase price offered to Entitled Parties (average closing price over a period of 90 trading days preceding the publication of the draft resolution, discounted by 5%) will apply.
  4. A short deadline has been set for the implementation of the Program by way of resale of rights afforded by Subscription Warrants back to the Company.
  5. An additional requirement has been introduced whereby the Entitled Parties must accede to a one-year lockup of any shares acquired under the Incentive Program.
  6. An option has been added to base the implementation of the Incentive Program solely on aggregate goals set for the entire CD PROJEKT Capital Group and explicitly defined in the corresponding OGM resolution.
  7. With regard to Result Goals, a requirement has been added whereby, in addition to the required level of net earnings per share, an aggregate net profit threshold must also be attained irrespective of the number of shares issued.

A detailed list of differences between the amended draft resolutions and the initial draft resolutions originally disclosed by the Company can be found here:

Changes in draft resolutions compared to the documentation originally disclosed in Current Report