CD PROJEKT SA: Informacja o transakcjach wykonywanych przez osoby pełniące obowiązki zarządcze

Current report no. 46/2020

Subject: Disclosure of transactions carried out by persons discharging
managerial responsibilities

Legal basis: Art. 19 section 3 of MAR

The Management Board of CD PROJEKT S.A. with a registered office in
Warsaw (hereinafter referred to as “the Company”) hereby announces that
on 25 September 2020 it received notice of sale of Company shares as
well as their take-up in the exercise of rights incorporated by Series B
subscription warrants issued in the framework of the Incentive Program,
by persons discharging managerial responsibilities at the Company,
namely members of the Company Management Board (hereinafter referred to
as “the Obligated Parties”).

Transactions referred to in the report concerning sale of shares are
carried out in the process of implementing the Incentive Program
instituted on the grounds of Resolution no. 21 of the Ordinary General
Meeting of 24 May 2016, along with the Terms and Conditions of the
2016-2021 Incentive Program based on the aforementioned resolution
(hereinafter referred to as “the Program”), as well as Resolutions no.
20 and 21 of the Ordinary General Meeting of 28 July 2020. Consequently,
these transactions are not motivated by individual investment decisions
undertaken by Management Board members, but instead result from their
involvement in the Program.

In line with information disclosed in Current Report no. 28/2020 of 1
September 2020, the shares previously purchased by the Company on the
market for the purpose of discharging its obligations under the
Incentive Program, and subsequently purchased from the Company by
participants of the Incentive Program (including by the Obligated
Parties), are subjected, in whole or in part, to resale on the Warsaw
Stock Exchange (by way of individual or block trades). This resale is
carried out by joint request of Program participants, by Dom Maklerski
Trigon S.A., collectively, in proportion to the number of shares
individually assigned by each participant, between 7 September 2020 and
25 September 2020. A daily transaction limit corresponding to 15% of the
average daily trading volume of Company shares is applicable. The shares
referenced above correspond to 9.56% of individual entitlements assigned
to Obligated Parties under the Incentive Program. The purpose of the
reported resale is to enable Program participants to finance their
involvement in the Program, including remittance of the future issue
price of Series M shares taken up in the exercise of rights incorporated
by the subscription warrants, as well as discharge of associated
personal tax liabilities. In addition, partial exercise of entitlements
assigned under the Program by presenting participants with an offer to
purchase Company shares bought back on the market serves to limit the
dilution of stock by reducing the number of Series M shares which need
to be issued.

Transactions which are the subject of the report concerning the take-up
of Series M shares are consequent to the exercise, by entitled parties
who are also members of the Management Board of the Company, of rights
incorporated by Series B subscription warrants issued in association
with the vesting of the Program, as disclosed by the Company in Current
Report no. 29/2020 of 4 September 2020.

The Company also wishes to note that Series M shares taken up in the
exercise of subscription warrants are subjected to a one-year lock-up
period.

The notifications obtained by the Company are annexed to this report.

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.

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