Legal

Projekty Uchwał na Nadzwyczajne Walne Zgromadzenie PlayWay S.A.

1 November 20209 pages3,032 words

Summary

These draft resolutions for the Extraordinary General Meeting of PlayWay S.A., scheduled for November 27, 2020, in Warsaw, outline critical corporate restructuring and governance actions. The primary objective is to obtain shareholder approval for the transfer of organized parts of the company to third-party entities and to formalize the leadership structure for the upcoming term. A central component of the meeting involves the divestment of two specific organized parts of the enterprise, referred to as ZCP1 and ZCP2. ZCP1 consists of the mobile version of Car Mechanic Simulator 18, including its source code, intellectual property, and associated assets. ZCP2 encompasses the Farm Manager 2018 and Farm Manager 2021 titles. These transfers are intended to facilitate specialized marketing strategies and secure external financing for further development. The board seeks broad authority to negotiate the terms of these transfers, which may include contributing these assets as non-cash contributions to other commercial companies. Regarding corporate governance, the resolutions propose the reappointment of current board members to a new five-year term, specifically naming Krzysztof Kostowski as President and Jakub Władysław Trzebiński as Vice President. This move is necessitated by the expiration of the current term, which began in March 2016. Additionally, the agenda includes provisions for potential changes to the Supervisory Board and standard procedural matters, such as electing a meeting chairperson and determining the necessity of a Scrutiny Committee. These actions are governed by the Polish Commercial Companies Code and the company’s internal statutes, requiring a three-quarters majority for the asset transfer resolutions.

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