Good morning, ladies and gentlemen. Welcome to all of you present in the room and everybody online. This is the Ordinary General Shareholders Meeting of CD Projekt SA. My name is Adam Kiciński, and I'm the Co-Chair of the Supervisory Board at CD Projekt. We are opening the General Shareholders Meeting. This is the 23rd of June, 2025, 10:00 AM. Before we move on, let me ask the representative of the technical company to present the instructions on how to vote. Hello, ladies and gentlemen. Upon signing of the attendance list, you received a tablet for voting. Right now, you can see the button, your data and current status, which informs you of the fact that this tablet was registered as ready to vote during the General Shareholders Meeting. Under your data button, you can check how many votes you have, how many shares you have during today's meeting.
As regards the voting process, when the voting is announced, you will see the title of the voting and three decision buttons. You choose the right button, and then you will see a confirmation which decision you selected. If this is the one you selected, you click confirm, and the tablet sends the vote into the system. If by mistake you did not press the right button, there's always a possibility to press return in the second step, take a step back, choose the right decision, and then in the next step, confirm your decision and send it to the system. The system provides secrecy of voting. This is a secret ballot, and hopefully it will not be a problem for you. Thank you. That's all.
Dziękuję bardzo.
Thank you very much. Let's start with the choice of the chair of the General Shareholders Meeting. Please submit the candidacy. I would like to submit Kancel Mateusz Bednarz.
Mateuszu, czy wyrażasz zgodę?
Mateusz, do you consent?
Yes, I give my consent. Are there any other candidates?
No one in the room, so I announce secret ballot, resolution number one on selecting the General Meeting Chairperson, Mateusz Bednarz. Please cast your votes now.
W głosowaniu tajnym oddano 68,113,218 ważnych głosów z 60,113,218 akcji reprezentujących 60.167% kapitału akcyjnego. Głosy za: 60,113,218 głosów. Głosy przeciw: brak głosów i brak wstrzymań się od głosu. Uchwała została przyjęta ze 100% poparciem. Gratulacje z powodu wyboru i może Pan przewodniczyć dalszej części Walnego Zgromadzenia. Dziękuję bardzo. Dzień dobry Państwu i dziękuję za ten wybór. Mam przyjemność powitać Państwa na Zwyczajnym Walnym Zgromadzeniu Akcjonariuszy w dniu 23 czerwca 2025 roku. Nazywam się Mateusz Bednarz i jestem radcą prawnym. Zanim przejdziemy do porządku obrad, pozwolę sobie poprosić o listę obecności Walnego Zgromadzenia. Podpiszę ją i będzie dostępna dla Państwa podczas tego spotkania i po zakończeniu obrad.
Let me inform you that the minutes will be drawn by the notary who is present in the room. Moving on to point three of the agenda, determining that the General Meeting has been validly convened and is empowered to undertake binding resolutions. Let me inform you that today's General Meeting has been convened according to the law enforced, the current report number 9/2025 of 26 May 2025. On that day, also, a current report number 10/2025 was published containing draft resolutions. Both reports were also published on the website of the company. Let me inform you that the materials concerning today's meeting, including draft resolutions tantamount to the said reports, are available on your tablets. Technical remark: I will not be reading draft resolution content. They will be proceeded as they were made available by the company.
Let me ask for the printout with the attendance list of the shareholders. Thank you very much. At today's General Meeting, let me ask about the information how many shareholders are present today and represented today.
Bardzo dziękuję.
Thank you very much.
Stwierdzam więc, że na dzisiejszym walnym zgromadzeniu obrad.
At today's General Meeting, we have 529 shareholders representing 60,113,218 votes, which accounts for 60.16% of the share capital of the company, and they are present today at the meeting. The General Meeting has been validly convened and is empowered to undertake binding resolutions. Let me move on to resolutions under the agenda of the General Meeting. We will proceed according to the proposal of the Management Board unless there are any changes. Moving on to point four, resolution number two concerning approval of the General Meeting agenda. Do you have any questions or remarks concerning resolution number two? I see none, so we will be voting on resolution number two. This is an open ballot, and the majority needed to adopt the resolution is three-fifths according to the article of association. Please vote now.
Bardzo dziękuję za attendance.
Thank you very much for the voice cast. We closed the voting. This was an open ballot. 60,113,218 valid votes were cast, which accounts for 60% of the share capital. In favor, 60,113,218 votes. No votes against. No abstentions. The resolution has been adopted. Thank you. Moving on to point five and six of the agenda, resolution number three concerning the approval of the financial statement of the company for 2024. We are starting the voting on annual reports published by the company. Over to Piotr Nielubowicz, CFO of the company, member of the board, to make a presentation on the financial standing of the company in 2024. Good morning, ladies and gentlemen. Past year, we focused on work on new games, in particular The Witcher 4. In November, we announced that the game was in full-scale production.
As regards marketing, the most important event of the past year was the announcement of The Witcher 4 during the Game Awards in LA in December. Of all materials, video materials, the trailer devoted to The Witcher 4 was the most popular among gamers, among players online, which was reflected in the graphics. Throughout 2024, Cyberpunk was enjoying an overwhelming majority of positive reviews, which proves that our engagement in managing the game was appreciated by players. It also received BAFTA Games Awards in the category Involving Game. Now, commercial side. Last year, our products enjoyed popularity. At the end of November 2024, a total number of Cyberpunk copies sold was 30 million, and the annual sales of an extension allowed us to announce the level of 10 million copies sold of extension in May this year.
Consolidated revenues in 2024 amounted to almost a billion złoty, and in that same period, net result was 170 million PLN, slightly less year on year. Our net profitability was almost 48%. At the same time, positive operating flows amounted to 521 million PLN. More than two years ago, at the beginning of 2023, we set the first incentive program goal, which was 2 billion PLN. During the first two years of the program, in the years 2023-2024, we were able to implement all in all 48% of the program of that goal. Good implementation, good results, and positive flows allowed us to recommend to today's General Meeting, allocating part of the profit to pay out dividend. Total amount of proposed dividend is almost 100 million PLN. That's all from me, and we can move on to voting on other resolutions. Thank you very much.
Thank you very much for the presentation, and as Piotr Nielubowicz mentioned, we are moving on to voting on resolution number three. The question is whether you have any remarks and questions to resolution number three. So we are voting on resolution number three. This is going to be an open ballot. Majority needed to approve three-fifths according to the articles of association. Please cast your vote now.
Bardzo dziękuję za oddane głosy.
Thank you very much for your votes. The ballot is closed. There were 60,113,218 valid votes, which consist of 60.16% of the share capital. In favor, 59,812,255; against, 109,499; and abstaining votes. Thank you very much. I hereby announce that the resolution has been adopted. I hereby continue to the next item. This is resolution number four on adopting the consolidated financial statement of the CDP Group for 2024. We have just had the presentation and screened. Therefore, we can now vote right away. Do you have any questions or remarks or motions connected to resolution number four? I see no one. Therefore, I hereby open the ballot. This is resolution number four. An open ballot. We need three-fifths according to the articles of association to adopt the resolution. Please cast your vote now.
Bardzo dziękuję za oddane głosy.
Thank you very much for your votes. The ballot is closed.
W głosowaniu jawnym oddano 60.
In this open ballot, we had 60,113,218 valid votes. Out of the 60 million, we had 50, which consist of 60.16% of the share capital. In favor, 59,819,275; against, 102,479; and 191,464 abstained. Thank you very much. I hereby confirm that the resolution has been adopted. I now go on to item eight. This is resolution number five concerning approval of the Management Board report on CDP Group activities for the financial year, including the sustainability statement for that period. The report was published on the 25th of March 2025, and you can peruse it. It has been published on the website. Do you have any questions, remarks, or motions related to resolution number five? No one. Therefore, I hereby open the ballot. This is an open ballot. We need three-fifths to pass the resolution according to the articles of association. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much for your votes. I close the ballot.
W głosowaniu jawnym oddano 60.
This is an open ballot. We had a number of valid votes: 60,113,218 valid votes, which is 60.16% of the share capital. In favor, 59,956,641; against, 948; abstaining votes, 155,629. The resolution has been passed. Now, item nine, resolution number six concerning allocation of company profit for 2024. The proposition of the Management Board confirmed by the Supervisory Board is to have the amount of 470,672,657 złoty to be allocated as follows: 99,910,500 złoty to be divided among the shareholders as one złoty per one share, and the remaining part of the profit, 370,762,157 złoty, to be allocated to the reserve capital of the company. Do you have any questions or comments concerning this resolution?
No. I have a question to Piotr. On the 15th of January, you adopted a new dividend strategy where 25% of the profit was supposed to be allocated. This was a new document. We are in June, and the new is 21.2% of the profit. Could you please comment the difference? Yes, absolutely. The policy about the dividend that we published in January will be valid starting from the financial year 2025. The currently voted dividend concerns the period from before the adoption of this policy, so it concerns the year 2024. Hence the difference. Thank you very much for answering this question. I see no more questions. Therefore, I open the vote on resolution number six and open ballot. We need three-fifths of the votes to pass the resolution according to the articles of association. Please cast your votes now. Bardzo dziękuję za oddane głosy.
Thank you very much. I closed the ballot.
W głosowaniu jawnym oddano 60.
Valid votes, 60,113,218, which is 60.16% of the share capital. In favor, 60,113,218; against, no one. Abstained from voting, no one. I hereby confirm that the resolution has been adopted.
Item 10 of the agenda, resolution number seven, concerning granting of discharge to Mr. Adam Badowski on account of the performance of his duties as a member of the Management Board between January 1 and December 31 of 2024. We are now starting votes on discharges, so the given member of the board who is voted shall have his votes excluded from the vote. Do you have any questions or comments about resolution number seven? This is going to be a closed ballot, a secret ballot, and we need three-fifths of the votes to pass the resolution. I open the vote. Thank you very much for the votes cast.
Thank you very much.
W głosowaniu oddano 59,479%.
59,420,578 valid ballots were cast, which is 59.47% of the share capital. In favor, 59,203,336; against, 217,228. The resolution has been adopted. Thank you very much.
Przechodzę tym samym do punktu 11 porządku obrad.
Item 11. Resolution number eight.
Panu Michałowi Nowakowskiemu.
Discharge for Mr. Michał Nowakowski for his duties as a member of the Management Board between January 1 and December 31 of 2024. Do you have any questions or remarks related to this resolution? No one. I hereby open vote on resolution number eight. This is a secret ballot, and the majority needed to pass 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.
Głosowanie zostało zakończone.
The ballot is closed. 59,533,737 valid votes were cast, which is 59.58% of the share capital. In favor, 59,365,677; against, 1,014; abstaining votes, 167,047. The resolution has been passed. Thank you. Item 12 of the agenda, resolution number nine concerning discharge granted to Mr. Adam Kiciński for performance of his duties as a member of the Management Board between January 1 and December 31 of 2024. Do we have any questions or remarks or motions connected to resolution number nine? No one. I hereby open the ballot. Resolution number nine, secret ballot. The majority needed to pass the resolution is three-fifths according to the articles of association of the company. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much for all the votes. I closed the ballot. 56,067,317 valid votes were cast, which is 57.11% of the share capital. In favor, 55,426,652; against, 424,437; abstaining, 216,228. The resolution has been passed. Thank you.
Przechodzę tym samym do punktu 13.
Moving on to point 13 of the agenda, resolution number 10, performance of.
W głosowaniu jawnym oddane głosy.
Approval or granting discharge for Piotr Nielubowicz on account of the performance of his duties from January 1 to December 31. Do you have any questions regarding the resolution? No remarks, so we are voting on resolution number 10. This is going to be a secret ballot. The majority needed to pass is three-fifths according to the articles of association. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much.
Głosowanie zostało zakończone.
Item 13, 353,254,701 shares representing 33% of the share capital. In favor, 33,037,459 votes; against, 1,014 votes; abstention, 216,228.
Bardzo dziękuję.
Thank you.
Przechodzę tym samym do punktu 14.
Moving on to point 14 of the agenda, resolution number 11 on granting of discharge to Mr. Piotr Karwowski on account of the performance of his duties as a member of the Management Board between January 1 and December 31, 2024. Any remarks, interventions regarding resolution number 11? I see none. We are voting on the resolution. This is going to be a secret ballot. The majority needed to pass 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. The ballot has been closed. Votes cast: 60,490 shares representing 60.58% of share capital. In favor, 59,787,238; against, 1,014; abstentions, 216,238. The resolution has been adopted. Over 2.15 of the agenda, resolution number 13 on granting discharge of the performance of his duties of Mr. Paweł Zawodny as a member of the Management Board between January 1 to December 31, 2024. Any interventions regarding this resolution? I see none. We are voting on resolution number 12. This is going to be a secret ballot. The majority needed to pass 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.
Item 13.
Valid votes cast: 60,094,791 votes representing 60% of the share capital. Votes in favor: 59,877,539; against: 1,014; abstentions: 216,238 votes. The resolution has been passed. Moving on to point 16 of the agenda, resolution number 13 on granting of discharge to Jeremiah Kohn on account of the performance of his duties as a member of the Management Board between January 1 through December 31, 2024. Any questions, interventions concerning resolution number 13? I see none. We are voting on this resolution. This is going to be a secret ballot. The majority needed to pass the resolution is three-fifths according to the articles of association. Please cast your votes now.
Dziękuję.
Thank you. Voting has been closed. Votes cast: 60,113,218 representing 60% of the share capital. Votes in favor: 59,895,966 votes; against: 1,014; abstentions: 216,238 votes. The resolution has been adopted. Thank you very much.
We are moving on to point 17 of the agenda, resolution number 14 on granting of discharge to Mr. Marcin Iwiński on account of the performance of his duties as Chair of the Supervisory Board between January 1 through December 31, 2024. Are there any questions or interventions regarding this resolution? I see none. We are going to vote on resolution number 14. This is going to be a secret ballot. The majority needed to pass 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.
Item 13.
The ballot has been closed. Votes cast: 47,466,218 representing 47% of the share capital. Votes in favor: 44,704,194 votes; against: 2,542,786 votes; abstentions: 216,238 votes. The resolution has been adopted. Thank you very much.
Przechodzę tym samym do punktu 14.
Moving on to point 18 of the agenda, resolution number 15 on granting of discharge to Ms. Katarzyna Szwarc on account of the performance of her duties as Deputy Chair of the Supervisory Board between January 1 through December 31, 2024. Are there any questions concerning resolution number 15? I see none. We are going to vote on resolution number 15. This is going to be a secret ballot. The majority needed three-fifths of votes according to the articles of association. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much.
Item 13.
The ballot has been closed. Votes cast: 60,113,218 representing 60% of the share capital. Votes in favor: 57,436,864 votes; against: 2,460,116 votes; abstentions: 216,238 votes. Thank you very much. The resolution has been passed, of course.
Przechodzę tym samym do punktu 14.
Moving on to point 9 of the agenda, resolution number 16 on granting of discharge to Michał Bień on account of the performance of his duties as a member of the Supervisory Board between January 1 through December 31, 2024. Are there any questions or interventions concerning resolution number 16? I see none. We are voting on resolution number 16. This is going to be a secret ballot. The majority 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.
Item 13.
Voting has been closed. Votes cast: 60,113,218 representing 60.16% of the share capital. Votes in favor: 57,436,864 votes; against: 2,460,116; abstentions: 216,238 votes. The resolution has been adopted. Thank you.
Przechodzę tym samym do punktu 20.
Let's move on to item 20, resolution number 17 concerning discharge for Mr. Marcin Nielubowicz for performance of his duties as a member of the Supervisory Board between January 1 and December 31, 2024. Are there any questions, remarks, or motions connected to resolution number 17? I see none. Therefore, I hereby open the ballot. Resolution number 17, secret ballot. The majority we need is three-fifths according to the articles of association of the company. Thank you very much. Cast your votes.
Bardzo dziękuję za oddane głosy.
Thank you very much for all the votes.
Item 13.
I hereby close the ballot. 60,113,218 votes were cast, which is 60.16% of share capital. Votes cast: 57,436,774; against, 2,460,208; abstaining votes: 216,238. The resolution has been passed. Thank you. Let's go to item 21 of the agenda. This is resolution number 18 on granting discharge to Mr. Jan Łukasz Wejher on account of the performance of his duties as a member of the Supervisory Board between January 1 and December 31, 2024. Any questions concerning this resolution number 18? No. Therefore, we hereby vote on resolution number 18, secret ballot. The majority we need is three-fifths according to the articles of association. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much for all the votes.
Oddano 60,113,664.
Votes cast, which is 60.16% of the share capital. In favor: 57,436,864; against: 2,460,116; and 216,238 abstentions obtained. I hereby confirm that the resolution has been adopted.
Przechodzę tym samym do punktu 22 porządku obrad.
Item 22, Resolution Number 19 concerning expressing an opinion regarding the company's Supervisory Board report on remuneration of members of the Management Board and Supervisory Board. This concerns a positive opinion regarding the report on remuneration.
Do we have any questions connected to resolution number 19?
No.
Zarządzam głosowanie w głosowaniu jawnym.
This is an open ballot. We need three-fifths to pass the resolution. Please cast your votes now.
Głosowanie zostało zakończone. Bardzo dziękuję za oddane głosy.
Item 13. Thank you for all the votes.
Oddano 60,113,218 głosów; głosy zostały oddane, co stanowi 60.16% kapitału zakładowego. Za: 47,673,132; przeciw: 12,440,076; wstrzymujących się: 10 głosów. Uchwała została przyjęta. Dziękuję. Przechodzę tym samym do punktu 23.
Item 23, Resolution Number 21 concerning authorizing the Management Board of the Company.
Uchwała podejmowana jest w związku z przestrzeganiem zalecenia 2.11 dobrych praktyk wpływu na firmy.
Approval of the report of the company's Supervisory Board. This is based on best practices for WSC listed companies. Any remarks? None. I hereby open the ballot. This is going to be an open ballot. The majority we need is three-fifths according to the articles of association. Please cast your votes now.
Głosowanie zostało zakończone. Bardzo dziękuję.
The ballot is closed. Thank you for all the votes.
Item 13.
A total of 60,113,218 valid votes were cast, which is 60.16% of the share capital. In favor: 59,957,579; against: 0; abstaining: 155,639 votes. Thank you. The resolution is passed. I go now to item 24 of the agenda, resolution number 21 on authorizing the Management Board of the Company to purchase the company's own shares to facilitate the exercise of entitlements assigned to participants at the first stage of incentive program A and creating a supplementary capital for this purpose. The Management Board asks the Supervisory Board to allow the exercise of some of the entitlements assigned to the participants at the first stage of incentive program A by giving them the offer to purchase own shares according to the conditions defined in the resolution. For the next two years, the company will be allowed to purchase a maximum of 89,000 shares. Any remarks or questions? None.
This is going to be an open ballot, and the majority we need is three-fifths according to the articles of association. The exact figure is 89,601 shares. Thank you.
Bardzo dziękuję za oddane głosy. Głosowanie zostało zakończone.
Item 60. A total of 60,113,118 valid votes were cast, which is 60.16% of share capital. 59,967,495 votes for; 145,713 against; 10 abstaining votes. The resolution has been passed. We are now at item 25 of the agenda, resolution number 22 concerning amendments to paragraph 5 of the articles of association of the company. There is a new resolution of the Council of Ministers about the classifications of activity that was implemented with some changes made. Therefore, the Management Board has reviewed the articles of association and proposed to change the current article 5, section 1 of the articles of association to keep it up to date with the proper legislation. Do you have any questions regarding resolution number 22? No questions. We will vote. This is going to be an open ballot.
The majority we need is three-fourths this time according to the code of commercial companies. Let's start the vote.
Głosowanie zostało zakończone.
The ballot is closed. Thank you for all the votes. A total of 60,113,218 valid votes were cast, which is 60.16% of the share capital. In favor: 60,113,218 votes; against: none; abstaining: none. Thank you very much. The resolution has been passed. Let's now proceed with item 26 of the agenda, resolution number 23 concerning amendments to resolution implementing incentive program B. Amendments to issuance resolution concerning incentive programs both were adopted in April 2023 by the main shareholder assembly and exclusion of preemption rights for existing shareholders of the company. According to the resolution implementation of incentive program B, there can be up to 4,100,000 entitlements, an increase by 600,000. Both in A and B, this cannot go above 5 million. The opinion is annexed to the materials for the GSM. Do you have any questions concerning resolution number 23? None. Therefore, we open the vote.
This is an open vote, and we need a majority of four-fifths, which results from the commercial company's code. Please vote now.
Bardzo dziękuję za oddane głosy. Głosowanie zostało zakończone.
Item 13, Resolution Number 13. The resolution was adopted with a total of 60,113,218 valid votes cast, which is 60.16% of the share capital. In favor: 55,379,775; against: 4,733,443; abstaining: none. I hereby confirm that the resolution has been passed. Moving on to Resolution Number 24 concerning amendments to paragraph 21 of the articles of association. The change of the wording is related to the fact that the new provisions on the choice of an audit company for the attestation of sustainability reporting. According to the new wording, the approval is done by the body that approves the financial statement. As regards the division of corporate duties, the following decisions have been implemented in the resolution, namely the Supervisory Board will be authorized to collate the unified text of the articles of association incorporating the amendments introduced by this resolution. Does anyone have any questions concerning Resolution Number 24?
Nie widzę. Zarządzam więc głosowanie.
I see none. We are going to vote on resolution number 24. This is going to be an open ballot. The majority needed is three-fourths according to the code of commercial companies. Please cast your votes now.
Bardzo dziękuję za oddane głosy.
Thank you very much.
Item 13.
The ballot has been closed. Valid votes cast: 60,113,218 representing 60.16% of the share capital. In favor: 50,876,838; against: 9,236,380 votes. No abstentions. The resolution has been adopted. Thank you very much.
Szanowni Państwo.
Ladies and gentlemen, thank you very much for participating in today's general shareholders' meeting for the project SA. We've exhausted the agenda. Thus, the meeting is closed and have a nice day.