CD Projekt S.A. (CDR) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to all of you present in the room and everybody online and this is the Ordinary General Shareholders' Meeting of CD Projekt SA. My name is Adam Kicinski, and I'm the Co-Chair of the Supervisory Board at CD Projekt. So we are opening the General Shareholders Meeting. This is the 23rd of June 2025, 10:00 a.m. 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. And as regards to the voting process, when the voting is announced, you will see the title of the voting and 3 decision buttons, and 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. So this is a secret ballot and, hopefully, it will not be a problem for you. Thank you. That's all.

Thank you very much. Let's start with the choice of the Chair of the General Shareholders' Meeting. Please submit the candidacies. I would like to submit counsel Mateusz Bednarz. 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 #1 on selecting the General Meeting Chairperson, Mateusz Bednarz. Please cast your votes now. [Voting]

Secret ballot, [ 68,113,218 ] valid votes were cast out of 60,113,218 shares, representing 60.167% and so on of the share capital. Votes in favor, 60,113,218 votes. Votes against, no votes; and no abstentions. The resolution has been adopted with 100% support. Congratulations on the choice, and you can Chair the further part of the general meeting.

Thank you very much. Good morning, ladies and gentlemen, and thank you for this choice. It is my pleasure to welcome you at the Ordinary General Shareholders Meeting on the 23rd of June 2025. My name is Mateusz Bednarz, and I am a Counsel. Before we move on to the agenda, let me ask for the attendance list of the general meeting. I will sign it and will be available to you during this meeting and after deliberations are over. Let me inform you that the minutes will be drawn by the Notary who is present in the room. Moving on to Point 3 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 #9/2025 of 26th of May 2025. On that day, also a current report # 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 tablet. 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. So as today's general meeting -- and let me ask about the information, how many shareholders are present today and represented today. Thank you very much. So at today's general meeting, we have 529 shareholders, representing 60,113,213 votes, which accounts for 60.16% of the share capital of the company, and they are present today at the meeting. So 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 4, resolution #2 concerning approval of the general meeting agenda. Do you have any questions or remarks concerning resolution #2? I see none. So we will be voting on resolution #2. This is an open ballot and the majority needed to adopt the resolution is 3/5 according to the Articles of Association. Please vote now. [Voting]

Thank you very much for the votes cast. We close the voting, and this was an open ballot. 60,113,218 valid votes were cast, which accounts 60% of the share capital. In favor, 60,113,218 votes. No votes against. No abstentions. So the resolution has been adopted. Thank you. Moving on to Point 5 and 6 of the agenda, Resolution #3 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. Last 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. And as regards marketing, the most important event of the past year was the announcement of the Witcher 4 during The Game Awards in L.A. 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 on 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 received also BAFTA Games Awards in the category, Evolving 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 of copies sold of extension in May -- in May, this year. Consolidated revenues in 2024 amounted to almost PLN 1 billion. And in the same period, net result was PLN 170 million, slightly less year-on-year as our net profitability was almost 48%. At the same time, positive operating flows amounted to PLN 521 million. More than 2 years ago, at the beginning of 2023, we set the first incentive program goal, which was PLN 2 billion. During the first 2 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 a part of the profit to pay out dividend. Total amount of proposed dividend is almost PLN 100 million. And 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 #3. And the question is whether you have any remarks and questions to resolution #3. So we are voting on resolution #3. This is going to be an open ballot and majority needed to approve 3/5 according to the Articles of Association. Please cast your vote now. [Voting]

Thank you very much for your votes. The ballot is closed. There were 60,113,218 valid votes, which consists 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 #4 on adopting the consolidated financial statement of the CD Projekt Group for 2024. We have just had the presentation screened. Therefore, we can now vote right away. Do you have any questions or remarks or motions connected to resolution #4? I see no one. Therefore, I hereby open the ballot. This is resolution #4 an open ballot. We need 3/5 according to the Articles of Association to adopt the resolution. Please cast your vote now. [Voting]

Thank you very much for your votes. The ballot is closed. In this open ballot, we had 60,113,218 valid votes out of 60 million, we had -- which consisted 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 8. This is resolution #5 concerning approval of the Management Board report on CD Projekt 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 #5? No one. Therefore, I hereby open the ballot. This is an open ballot. We needed 3/5 to pass the resolution according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much for your votes. I close the ballot. This is an open ballot. We had 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 9, resolution #6, concerning allocation of company profit for 2024. The proposition of the Management Board confirmed by the Supervisory Board is to have the amount of PLN 470,672,657 to be allocated as follows: PLN 99,910,510 to be divided among the shareholding as PLN 1 per 1 share, and the remaining part of the profit, PLN 370,762,000 to be allocated to the reserve capital of the company. Do you have any questions or comments concerning this resolution?

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 dividends 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 #6, an open ballot. We need 3/5 of the votes to pass the resolution according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much. I close the ballot. Valid votes 60,113,218, which is 60.16% of the share capital. In favor, 60,113,218. No one against, no one abstained from voting. I hereby confirm that the resolution has been adopted. Item 10 of the agenda, resolution #7, 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 these charges. So the given Member of the Board, who is voted shall have his votes excluded from the voting. Do you have any questions or comments about resolution #7. This is going to be a closed ballot, secret ballot and we need 3/5 of the votes to pass the resolution. I open the vote. [Voting]

Thank you very much. 59,420,578 valid ballots were cast, which is 59.47% of the share capital. In favor, 59,203,336; against, 1,014; against (sic) [ abstained ] 216,228. So the resolution has been adopted. Thank you very much. Item 11, resolution #8, discharge for Michal Nowakowski from his duties as a Member of the Management Board between January 1 and December 31, 2024. Do you have any questions or remarks related to this resolution? No one. I hereby open vote on resolution #8. This is a secret ballot and the majority we need to pass the resolution is 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much. 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 #9 concerning discharge granting to Mr. Adam Kicinski for performance of his duties as a Member of the Management Board between January 1 and December 31, 2024. Do we have any questions or remarks or motions connected to resolution #9? No one. I hereby open the ballot. Resolution #9, but secret ballot. The majority needed to pass the resolution is 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much for all the votes. I close the ballot. 56,067,317 valid votes were cast, which is 57.11% (sic) [ 56.11% ] of the share capital. In favor, 55,426,652; against 424,437; abstaining, 216,228. The resolution has been passed. Thank you. Moving on to Point 13 of the agenda. Resolution #10, performance of -- approval or granting of discharge to 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 #10. This is going to be a secret ballot. The majority needed to pass is 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much. The ballot has been closed. Votes cast 53,254,701 of shares representing 33% of the share capital. In favor, 53,037,459 votes; against 1,014 votes; abstention 216,228. Thank you. Moving on to Point 14 of the agenda. Resolution #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 #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 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much. The ballot has been closed. Votes cast 60,004,490 shares, representing 60.055% of share capital. In favor 59,787,238; against 1,014; abstentions 216,238. The resolution has been adopted. Over to Point 15 of the agenda. Resolution #13 on granting discharge of the performance of the duties of Mr. Pawel Zawodny as Member of the Management Board between January 1 to December 31, 2024. Any interventions regarding this resolution? I see none. And we are voting on resolution #12. This is going to be a secret ballot. Majority needed to pass the resolution 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much. 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 #13 on granting of discharge to Jeremiah Cohn on account of the performance of his duties as Member of the Management Board between January 1 through to December 31, 2024. Any questions, interventions concerning resolution #13? I see none. We are voting on this resolution. Then, this is going to be a secret ballot. The majority needed to pass the resolution is 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

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. Resolution has been adopted. Thank you very much. We are moving on to 17 of the agenda, Resolution #14 on granting of discharge to Mr. Marcin Iwinski on account of the performance of his duties as Chair of the Supervisory Board between January 1 to December 31, 2024. Are there any questions or interventions regarding this resolution? I see none. We are going to vote on resolution #14. This is going to be a secret ballot. The majority needed to pass the resolution is 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much. The ballot has been closed. The votes cast 47,463,218 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. Moving on to Point 18 of the agenda. Resolution #15 on granting discharge to Ms. Katarzyna Szwarc on account of the performance of her duties as Deputy Chair of the Supervisory Board January 1 to December 31, 2024. Are there any questions concerning resolution #15? I see none, and we are going to vote on resolution #15. This is going to be a secret ballot. The majority needed 3/5 of votes according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much and 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. Moving on to Point 19 of the agenda. Resolution #16 on granting of discharge to Michal Bien on account of the performance of his duties as Member of the Supervisory Board between January 1 to December 31, 2024. Are there any questions or interventions concerning resolution #16? I see none. So we are voting on resolution #16. This is going to be a secret ballot. The majority needed to adopt the resolution is 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

Thank you very much. The 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. Let's move on to Item 20. Resolution #17 concerning discharge of Mr. Maciej 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 #17? I see none; therefore, I hereby open the ballot for resolution #17. Secret ballot. The majority we need is 3/5 according to the Articles of Association of the company. Thank you very much. Cast your votes. [Voting]

Thank you very much for all the votes. I am going to close the ballot. 60,113,218 valid votes were casted, which is 60.16% of the share capital. 57,436,772 for; 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 #18 on granting discharge of Mr. Jan Lukasz Wejchert on account of performance of his duties as a Member of the Supervisory Board between January 1 and December 31 of 2024. Any questions concerning this resolution #18? No. Therefore, we hereby vote on resolution #18. Secret ballot. The majority we need is 3/5 according to the Articles of Association of the company. Please cast your votes now. [Voting]

Thank you very much for the votes. A total of 60,113,218 valid votes were cast, which is 60.16% of the share capital. In favor 57,436,864; against 2,460,116; and 216,238 votes abstained. I hereby confirm that the resolution has been adopted. Let move to now item 22, resolution #19 concerning expressing an opinion with regarding the company 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 #19? None. Thus, I open the vote. This is an open ballot. We need 3/5 to pass the resolution. Please cast your votes now. [Voting]

I close the ballot. Thank you for all the votes. 60,113,218 valid votes were cast, which is 60.16% of the share capital. In favor 47,673,132; against 12,440,076; and abstaining 10 votes. The resolution has been passed. Thank you. Item 23, resolution #21 concerning authorizing the Management Board of the Company to purchase adopt approval of the report of the company's Supervisory Board and this is based on best practices for WSE-listed companies. Any remarks? None. I hereby open the ballot. This is going to be an open ballot. The majority we need is 3/5 according to the Articles of Association. Please cast your votes now. [Voting]

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 59,957,579; against 0; abstaining votes 155,639 votes. Thank you. The resolution is passed. I go now to Item 24 of the agenda. Resolution #21 on authorizing the Management Board of the company to purchase the company's own shares to facilitate 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 asked the Supervisory Board to allow to exercise some of the Entitlement 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. And for the next 2 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 3/5 according to the Articles of Association. The exact figure is 89,601 shares. Thank you. [Voting]

Thank you very much. The vote is closed. A total of 60,113,218 valid votes were cast, which is 60.16% of share capital. 59,967,495 for; against 145,713; and 10 abstaining votes. The resolution has been passed. We are now at Item 25. Resolution #22 concerning amendments to Paragraph 5 of the Articles of Association of the Company. And there is a new resolution of the Council of Ministers about the classifications of activity that was implemented with some changes made. And 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 be up-to-date with the proper legislation. Do you have any questions regarding the resolution #22? No questions. So we will vote. This is going to be an open ballot. The majority we need is 3/4 this time according to the Code of Commercial Companies. Let's start the vote. [Voting]

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; none against; none abstaining. Thank you very much. The resolution has been passed. Let's now proceed with Item 26 of the agenda. Resolution #23 concerning amendments to resolution and 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. So according to the resolution of implementation of Incentive Program B, there can be up to 4,100,000 Entitlements, so an increase by 600,000. And both in A and B, this cannot go above 5,000,000. So the opinion is annexed to the materials for the GSM. Do you have any questions concerning resolution #23. None. Therefore, we open the vote. This is an open vote and we need a 4/5 -- a majority of 4/5, which results from the Commercial Companies Code. Please vote now. [Voting]

Thank you very much for all the votes. The vote is closed. There was 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 #24 concerning amendments to Paragraph 21 of the Articles of Association. And the actual 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. So 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 amendments introduced by this resolution. Does anyone have any questions concerning resolution #24? I see none. We are going to vote on resolution #4. This is going to be an open ballot. The majority needed is 3/4 according to the Code of Commercial Companies and please cast your votes now. [Voting]

Thank you very much. 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. Ladies and gentlemen, thank you very much for participating in today's General Shareholders' Meeting of CD Projekt. As we've exhausted the agenda, thus the meeting is closed and have a nice day.