Currentreport no. 14/2025
Subject:Commencementof buyback of Company shares
Legalbasis: Other regulations
TheManagement Board of CD PROJEKT S.A. with a registered office in Warsaw(the "Company") hereby announces that on 5 September 2025acting pursuant to Resolution no. 21 of the Ordinary General Meeting ofthe Company of 23 June 2025on authorizing the Management Board ofthe Company to purchase the Company's own shares to facilitate exerciseof Entitlements assigned to Participants at the first stage of IncentiveProgram A, and creating a supplementary capital for this purpose(the"General Meeting Resolution") adopted a resolution onthe purchase of the Company's own shares (the "Management BoardResolution").
Ownshares will be purchased on the official regulated market of the WarsawStock Exchange by way of broker's orders.
TheManagement Board has contracted an investment firm Trigon Dom MaklerskiS.A. to perform the buyback of Company shares on terms specified in art.5 of the European Parliament and of the Council of 16 April 2014 onmarket abuse (market abuse regulation) and the Commission DelegatedRegulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU)no. 596/2014 of the European Parliament and of the Council with regardto regulatory technical standards for the conditions applicable tobuy-back programmes and stabilisation measures (the "Regulation"),and domestic legislation.
Thepurchase of the Company's own shares will be carried out on the basis ofan authorisation granted to the Company's Management Board by way of theGeneral Meeting Resolution.
Withinthe abovementioned buyback programthe Company will allot an amount not exceeding PLN39,561,300.00 andwill acquire no more than 87,914Company'sown shares, which corresponds to 100% of the entitlements assigned tothe participants at the first stage of Incentive Program A, active as ofthe day of the adoption of the Management Board Resolution. Shares willbe bought back for not less than 1.00 PLN and not more than 450.00 PLNper share, and the program will furthermore conform to Art. 3 of theRegulation.
Thebuyback program will be carried out between 8 September 2025 and30 September 2025 (inclusive), unless (a) the money allotted for buybackof shares will be used in full before, (b)before then the Company will purchase the number shares corresponding tothe maximum number of Shares subject to the buyback, (c) the ManagementBoard will decide to end the buyback earlier.
Thegoal of the buyback program is to allow the Company to exercise all orsome of the entitlements assigned to the participants at the first stageof Incentive Program A for years 2023-2027 by extending an offer toparticipants to purchase Company's own shares.
TheManagement Board will provide further public disclosures concerning thenumber of shares purchased, in line with relevant laws.
Disclaimer:This English language translation has been prepared solely for theconvenience of English speaking readers. Despite all the efforts devotedto this translation, certain discrepancies, omissions or approximationsmay exist. In case of any differences between the Polish and the Englishversions, the Polish version shall prevail. CD PROJEKT, itsrepresentatives and employees decline all responsibility in this regard.