Good morning, everybody. Sorry about this small delay. I'd like to welcome all of those who are with us online. Welcome to the Extraordinary General Meeting. I'm Michał Nowakowski, Joint CEO of CD Projekt, and let me now open the Extraordinary General Meeting of CD Projekt S.A. starting at 10:00 A.M. Before we continue, let's hear from the voting management company about the voting procedure. You'll have tablets on the top. You can always check the number of votes you have at this general meeting. The voting procedure is very simple. There are three buttons: Yes, if you're in favor of the resolution. No, and Abstention. After you decide, you'll be redirected to another window to confirm your voting decision. So if the decision is in line with what you want to say, you have to confirm it.
You can also return to the previous screen and check the right value, the right decision. But after confirmation, it's impossible to change your decision. Do you have any questions?
Dziękuję bardzo.
Thank you.
Ja również dziękuję pięknie za.
Thank you very much for your instructions. Let's start the selection of the Chair of the General Meeting. Please state your candidates. I'd like to suggest the legal counsel, Mateusz Bednarz, as a candidate for the Chair. Any other candidates?
Nie widzę.
I cannot see any. So let's start secret voting on resolution number one on the selection of the Chairperson of the General Meeting, which will be Mateusz Bednarz. Please vote now.
W głosowaniu tajnym oddano 57.
In the secret ballot, 57,627,963 valid votes were cast out of 57,627,963 shares, being 57.68 rounded % of the equity capital. 57,627,963 votes were cast in favor, against, and nobody abstained from voting. So the resolution has been adopted. Mateusz, congratulations, and please take over from now on. Thank you very much.
Dziękuję.
A warm welcome to everybody. Thank you very much for electing me. I'd like to welcome all participants of the Extraordinary General Meeting of CD Projekt S.A. on the 28th of November 2024. I'm Mateusz Bednarz. I'm a legal counsel, and I agreed to be elected a Chairperson of the General Meeting.
Na początku, zanim przejdziemy do procedowania.
Before we start with the agenda, please submit the attendance list of the General Meeting to be signed off and available for you throughout the meeting and after the meeting.
Informuję też, że na sali obrad jest notariusz i protokolant.
There is a notary public present in the room to draw up minutes of this meeting.
Przechodzę następnie do punktu trzeciego porządku obrad.
Let me now move on to item three on our agenda, which is confirmation of the validity of the General Meeting summoning and the ability to take resolutions. So this General Meeting has been summoned in line with the current report 25/24 dated the 31st of October 2024. On the same day, the draft resolutions were published by the current report 26/24. Those reports can be found on the company's website. All materials on this General Meeting, the agenda, including both reports mentioned, can be available from the website, and they are also available on your tablets. I'm not going to read out the wording of all resolutions. They'll be voted according to the sequence suggested by the company, and could I please have a print out according to the attendance status?
Jasne. Dziękuję bardzo.
Thank you.
A jeśli chodzi o liczbę akcjonariuszy?
What about the number of shareholders present?
Tak, to poproszę tę liczbę.
Could you please have the number?
Bardzo dziękuję.
Thank you.
Na dzisiejszym walnym zgromadzeniu obecnych lub reprezentowanych jest.
We've got 432 shareholders present or represented, altogether representing 57,627,963 shares, which corresponds to 57.68% of the equity capital. And the number of votes is the same, 57,627,963. The majority of the shareholders are with us online. The General Meeting of CD Projekt S.A. has been summoned in the right and fair manner and is fully fit to adopt resolutions. Let us start with the resolutions on the agenda today. We'll process the resolutions in line with the suggestions from the Management Board unless there are some amendments. Let me start item four on our agenda, which is resolution number two regarding approval of the General Meeting agenda. Do you have any questions or comments to this resolution? I cannot see any. Let's start the open ballot of the resolution number two.
We need three-fifths of the vote in line with the company's Articles of Association. Please cast your ballots now.
Jasne. Dziękuję.
Bardzo dziękuję za oddane głosy.
Thanks. Thank you very much.
Oddano 57,627,963.
57,627,963 valid votes were cast out of 57,627,963 shares, representing 57.68% of the share capital rounded in favor of 57,627,962 shares and no votes against, one abstention. So the resolution has been adopted. Thank you.
Przechodzę tym samym do piątego porządku obrad.
Let me continue with item five on our agenda, which is resolution number three regarding dismissal of Marcin Piotr Iwiński from the position of the member of the Supervisory Board. This is related to the resignation of other members of the Supervisory Board in order for Mr. Iwiński along with other members to start jointly a new term of office as of January 2025. Do you have any questions or comments to resolution number three?
Nie widzę.
I cannot see any. So let's start the ballot, which will be a secret one on resolution number three. The resolution needs three-fifths of the votes to pass. Please cast your votes now.
Bardzo dziękuję za oddane głosy. Oddano 57,627,963.
Thank you very much. 57,627,963 valid votes were cast out of 57,627,963 shares representing 57.68% of the share capital. 56,579,284 votes were cast in favor, 1,043,482 against, 5,197 abstentions. The resolution has been passed.
Przechodzę tym samym do punktu szóstego porządku obrad.
Which leads me to item six on our agenda, which is resolution number six on the appointment of Marcin Piotr Iwiński as member of the Supervisory Board of the company for a new term. The biography and all statements of the candidate are attached to the materials for this general meeting. Do you have any questions or comments related to resolution number four?
Nie widzę.
I cannot see any. So let's start voting on resolution number four, which will be a secret one, and it takes three-fifths of the shares for the resolution to pass. Thank you. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much.
Za 57,627,963.
Thank you.
Valid votes were cast out of 57,627,963 shares representing 57.68% of the share capital. 57,145,062 votes were cast in favor, 481,575 votes against, 1,326 abstained. So the resolution has been adopted. Thank you.
Przechodzę tym samym do punktu siódmego.
Which leads me to item seven on our agenda, which is resolution number five on the appointment of Beata Cichocka-Tylman as member of the Supervisory Board of the company for a new term. The bio of the candidate and all the statements are attached to the materials for the general meeting. Do you have any questions or comments to resolution number five?
Nie widzę.
I cannot see any. So let us start a secret ballot on resolution number five. It takes three-fifths of votes for the resolution to pass according to Articles of Association. Please vote now.
Bardzo dziękuję za oddane głosy.
Thank you very much for your votes. 57,627,963 valid votes were cast out of 57,627,963 shares representing 57.68% of the share capital. In favor, 57,625,671 abstentions, 1,326 votes. So the resolution has been adopted. Thank you very much. Now moving on to point eight on the agenda, resolution number six regarding appointment of David Gardner as member of the Supervisory Board of the company for a new term. His bio and all statements regarding the candidacy will be available or are available in your materials and online. Do you have any questions or interventions regarding resolution number six?
Nie widzę. Zarządzam więc głosowanie nad uchwałą w sprawie zmiany numeru.
I see no interventions. We will have now a secret ballot. A majority of votes necessary is three-fifths according to the Articles of Association, and please cast your votes now.
Bardzo dziękuję za wszystkie głosy.
Thank you very much for all votes cast. 57,627,963 valid votes were cast from 57,627,963 shares representing 57.68% of the share capital. 57,625,671 votes were cast in favor, 966 against, 1,326 abstentions. The resolution has been adopted. Moving on to point nine of the agenda, resolution number seven regarding appointment of Adam Michał Kiciński as member of the Supervisory Board of the company for a new term. His bio and all statements regarding this candidacy are available in the materials for this event. Do you have any remarks regarding resolution number seven?
Nie widzę. Zarządzam więc głosowanie nad uchwałą w sprawie zmiany numeru.
In that case, we will be voting on resolution number seven. This is a secret ballot. Majority of votes needed to adopt the resolution is three-fifths according to the Articles of Association. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much. 57,627,963 valid votes were cast from 57,627,963 shares representing 57.68% of the share capital. 57,423,521 votes were cast in favor, 203,116 against, 1,326 abstentions. The resolution has thus been adopted. Moving on to point ten on the agenda, resolution number eight regarding appointment of Agnieszka Katarzyna Słomka-Gołębiowska as member of the Supervisory Board of the company for the new term. Her bio and all statements are available in the materials of the general assembly. Do you have any questions, interventions regarding resolution number eight?
Nie widzę. Zarządzam więc głosowanie nad uchwałą w sprawie zmiany numeru.
There aren't any, so we will be voting on resolution number eight. This is a secret ballot. The majority necessary to adopt is three-fifths according to the Articles of Association. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much for the votes cast. 57,627,963 valid votes were cast from 57,627,963 shares representing in total 57.68% of the share capital. 57,094,082 votes were cast in favor, 268,269 votes against, 265,612 abstentions. The resolution has been adopted. Thank you very much. Moving on to point eleven on the agenda, resolution number nine concerning amendments to paragraph twelve of the Articles of Association of the company. The proposed change in paragraph twelve involves deleting of a certain term, which is only ordinal and does not have impact on the calculations used so far. Do you have any remarks concerning this resolution?
Nie widzę. Zarządzam więc głosowanie nad uchwałą w sprawie zmiany numeru.
So we will be voting now. This is an open ballot, and the majority of votes necessary is three-fourths according to the Commercial Companies Code. Please cast your vote now.
Bardzo dziękuję za oddane głosy.
Thank you very much. 57,627,963 valid votes were cast from 57,627,963 shares representing 57.68% of the share capital. 57,627,962 votes were cast in favor, no votes against, one abstaining vote. Thank you very much. The resolution has been adopted. Moving on to point number twelve on the agenda, resolution number ten concerning amendments to paragraph eighteen, nineteen, twenty, and twenty-two of the Articles of Association of the company. The proposed changes are aimed at introducing a model where the Supervisory Board can elect as chair two people. In this case, each of these persons will be a co-chair, as well as they bring order into the rules for adopting resolutions and participating in meetings, as well as it applies till the end of the term of the Supervisory Board. Do you have any remarks concerning resolution number ten?
Nie widzę. Zarządzam więc głosowanie nad uchwałą numer dziesięć.
There are none, so we will be voting. This is an open ballot. Majority of votes necessary is three-fourths according to the Commercial Companies Code. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much for your votes. 57,627,963 valid votes were cast from 57,627,963 shares representing 57.68% of the share capital. 53,939,178 votes were in favor, 23,933 were against, 3,664,851 votes abstained. The resolution has been adopted. Thank you. Moving on to point thirteen in the agenda, resolution number eleven concerning amendments to paragraph twenty-one of the Articles of Association of the company. The proposed changes concern revision of particular duties of the Supervisory Board. Mainly to adapt the Articles of Association to the draft law and the needs of the company. Do you have any questions and motions regarding resolution number eleven?
Nie widzę.
I see none. So we will be voting now on resolution number 11. This is an open ballot. The majority of votes necessary is three-fourths according to the Commercial Companies Code. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much for your votes. 57,627,963 valid votes were cast from 57,627,963 shares representing 57.68% of the share capital. 37,765,828 votes in favor, 16,197,284 votes were against, 3,664,851 abstentions. The resolution has not been adopted. Moving on to point 14 on the agenda, resolution number 12 concerning changes in paragraph 28 of Articles of Association. The proposed changes are aimed at including, in paragraph 28 of the Articles of Association, the decision that the amounts from profit can be allocated to payment of dividends pursuant to the Commercial Companies Code. Do you have any questions, remarks, or motions regarding resolution number 12, and please use the mic?
Dziękuję.
Thank you very much for the possibility of taking the floor. Sławomir Ziemski, I have a question to the Management Board. What is the justification? What are the intentions behind the change of the articles? Would you elaborate and give us more details? Because this is a far-reaching provision, and I would like to ask you for more information about this. Mateusz, would you help us?
Jeśli mogę wiedzieć, co najbardziej takie wzbudza Pana...
What raises the biggest doubts? Because the provision is quite standard.
Do tej pory nie było wpisane, że...
We didn't have a direct provision saying that the reserve capital can be used. So the profit from reserve capital can be allocated towards payment of dividends, and now we are saying it directly. So the doctrine and practice has some doubts about it, but as a rule, it is generally accepted that this is not a problem, and we simply wanted to have a direct provision from the perspective of the company. And this is how I understand the justification of the Management Board.
Thank you very much, Attorney, but I'm more interested in the intention behind the attempt at changing the Articles of Association. Could you please elaborate on that?
Well, it's hard to speak...
On behalf of the originators of the amendment, but if any decisions are taken, the company will inform you about them.
The change pertains to the dividend payment, so we would like to have full clarity that we are proceeding in line with the Articles of Association and the Commercial Companies Code. Thank you very much. Are there any other questions?
Nie widzę.
To this resolution? I cannot see any, so let us start voting on the resolution number 12. It will be an open ballot. It takes three-fourths of votes for the resolution to pass according to the Commercial Companies Code. Please vote now.
Bardzo dziękuję za oddane głosy.
Thank you very much for voting. 57,627,963 valid votes were cast out of 57,627,963 shares representing 57.68% of the share capital. 57,627,962 votes were cast in favor, no votes against, one abstention.
Bardzo dziękuję.
Thank you. The resolution has been adopted.
Przechodzę tym samym do punktu piętnastego porządku obrad.
Which leads me to item 15 on our agenda, which is the resolution on changes in the remuneration of members of the Supervisory Board. These suggested changes are aimed at the update of the remuneration of members of the Supervisory Board. You can find all the details in the materials. Do you have any questions or comments to resolution number 13?
Nie widzę.
I cannot see any, so let's start voting on resolution number 13. It will be an open ballot. It takes three-fifths for the resolution to pass according to the Articles of Association. Please vote now.
Bardzo dziękuję za oddane głosy. Oddano pięćdziesiąt pięć.
Thank you for voting. 57,627,963 valid votes were cast out of 57,627,963 shares representing 57.68% of the share capital. 57,627,363 votes were cast in favor, 599 against, one abstention, so the resolution has been adopted. Thank you.
Przechodzę tym samym do punktu szesnastego.
Which leads me to item 16 on our agenda and resolution number 14 on amendments to the General Meeting regulations of the company. The suggested changes are aimed at adjusting the wording of the regulations to the changes in the Articles of Association, erasing out-of-date provisions like reference to the chairman of the board and adjusting to good practice of commercial companies, as well as adjusting the wording to the current needs of the company. Do you have any questions or comments to resolution number 14? I cannot see any, so let us start voting on resolution number 14 and open ballot. Three-fifths of the votes are necessary for the resolution to pass according to the Articles of Association. Please vote now.
Bardzo dziękuję za oddane głosy.
Thank you for voting. 57,627,963 valid votes were cast out of 57,627,963 shares representing 57.68% of the share capital. 57,627,963 votes were cast in favor, no votes against, and no abstentions.
Bardzo dziękuję.
Thank you.
Przechodzę tym samym do punktu siedemnastego.
Which leads me to item 17 on our agenda, which is resolution number 15 regarding determination of the earnings condition for years 2025-2028 and the Incentive Program B, where the suggested amount by the Management Board is 4 billion PLN. Do you have any questions or comments to resolution number 15? Thank you. As a shareholder, my question is, what is the basis for the amount of 4 billion PLN for the incentive program? Because we've just had the quarterly results. Well, they are as they are. So my question to the Management Board members is, what is your basis for stating this amount? Because it is quite impressive, I must say. Thank you. Thank you very much for your question. Thank you very much for your assessment of the objective of the Incentive Program.
It has to be motivating, thus ambitious, and we do believe it is so. But every time we calculate the amount, we are based on the forecasts, on what we believe the company can generate. You refer to Q3 results. As per usual, this has been the weakest quarter in the year, so nothing extraordinary here. In this time window by 2025, we plan some considerable events which we believe will have a bearing on the realization of the objective and the company's results.
Dziękuję. Dziękuję, Panie.
Thank you.
Very much.
Just to supplement the information you've just given, can the shareholders get familiar with the events planned for the time window, which are the basis for such an optimistic take on an incentive program? Because to us shareholders, it matters a lot, I must say. Thank you. As a matter of a rule, we like saying that we are part of the entertainment industry. It's show business. Speaking of launches and premieres, they are not usually announced during investor calls or general meetings. We want to give them the right background and fund support. Much as I would love to, I cannot tell you anything because otherwise I would spoil all the surprises and events. Please bear with us. The time will come and you'll know, and everything will be clear.
[Foreign language]
I'm sorry, my questions are because I'd like to make sure that the four billion is not just, you know, taken off the top of someone's head. But I just wanted to make sure that there is a solid basis for that and you believe in this amount. Well, rest assured that it is not taken off the top of our heads. It is, like Marcin mentioned, on the company's plans and our P&Ls, and we firmly believe it will become a reality.
Dziękuję bardzo. Czy są jeszcze jakieś pytania?
Thank you very much. Any other questions?
Nie widzę.
I cannot see any, so let's start the open ballot on resolution number 15. It takes three-fifths of the votes according to the Articles of Association for the resolution to pass. Please vote now.
Bardzo dziękuję za oddane głosy.
Thank you very much for voting. 57,627,963 votes were cast out of 57,627,963 shares representing 57.68% of the share capital. 57,090,083 votes were cast in favor, 537,880 against, no abstentions, so the resolution has been adopted. Thank you.
Przechodzę tym samym do punktu osiemnastego.
Which leads me to item eighteen of our agenda, which is resolution number sixteen regarding the cost related to the convocation and organization of the general meeting. It is related to the motion to cancel the general meeting by a shareholder having one-twentieth of the share capital of the company. Do you have any questions or comments to resolution number sixteen? I cannot see any, so let's start an open ballot on resolution number sixteen. It takes three-fifths of the votes for the resolution to pass. Please vote now.
Bardzo dziękuję.
Thank you very much. 57,627,963 valid votes were cast out of 57,627,903 shares representing 57.68% of the share capital. 57,627,364 votes in favor, 599 votes against, no abstentions. So the resolution has been adopted. Thank you.
Tym samym wyczerpany został porządek obrad dzisiejszej.
We've satisfied all the items on our agenda today. Thank you very much for your contribution and for participation. Let me close the meeting. Have a nice day, everybody. Thank you. Thank you very much.