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Legal
Projekty Uchwał na Nadzwyczajne Walne Zgromadzenie PlayWay S.A.
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.
PlayWayNov 2020
Legal
Resolution No. 1 of the Extraordinary General Meeting of PlayWay S.A. (27 November 2020)
The Extraordinary General Meeting of PlayWay S.A., held on November 27, 2020, in Warsaw, resulted in the adoption of eight key resolutions governing the company’s corporate structure and asset management. The meeting saw high shareholder engagement, with participating shares representing approximately 84.6% of the total share capital. Beyond procedural appointments, the primary focus of the assembly was the strategic reorganization of specific intellectual property assets and the renewal of the company’s leadership mandates. A significant outcome of the meeting was the authorization to transfer organized parts of the enterprise to third-party entities. Resolution 4 approved the transfer of assets related to the mobile version of Car Mechanic Simulator 18 to Digital Melody Games. This transfer includes source code, intellectual property rights, and associated financial receivables. Resolution 5 granted the Management Board broad authority to transfer assets related to the Farm Manager franchise, specifically Farm Manager 2018 and the then-upcoming Farm Manager 2021. This authorization allows the board to negotiate terms, select third-party recipients, and potentially utilize these assets as non-cash contributions to other commercial companies. The assembly also addressed executive governance by reappointing the core leadership team for a new term. Krzysztof Kostowski was unanimously confirmed as President of the Management Board, and Jakub Władysław Trzebiński was reappointed as Vice President. Additionally, the Supervisory Board was expanded or amended through the appointment of Lech Klimkowski, a candidate proposed by shareholder ACRX Investments Limited. These resolutions ensure continuity in PlayWay’s management while facilitating the legal separation of specific game development projects into distinct corporate structures.
PlayWayNov 2020
Legal
Resolution No. 1: Ordinary General Meeting of PlayWay S.A.
PlayWay S.A. concluded its Ordinary General Meeting on June 30, 2025, with shareholders representing 83.86% of the share capital approving the company’s 2024 financial performance and strategic governance shifts. The fiscal year 2024 was characterized by significant profitability, with the standalone entity reporting a net profit of 148.9 million PLN and a consolidated net profit of 170.2 million PLN attributable to the parent company. Total consolidated assets and liabilities reached 551.7 million PLN. Based on these results, the assembly approved a substantial dividend distribution of 148.83 million PLN, equating to 22.55 PLN per share, scheduled for payment in mid-July 2025. The governance structure underwent formalization and extension, with the terms for both the Management Board and the Supervisory Board increased to five years. Krzysztof Kostowski was reappointed as President of a two-person Management Board alongside Vice President Jakub Trzebiński, while the Supervisory Board was reconstituted with five members under the chairmanship of Bartosz Antoni Graś. To align with long-term growth objectives, the assembly authorized the Management Board to increase share capital by up to 66,000 new shares to facilitate an incentive program for board members. Furthermore, the company’s Articles of Association were amended to officially recognize Kostowski as the founder and to broaden the business scope to include diverse retail, advertising, and publishing activities. Operational and financial policies were also reinforced, requiring at least 8% of net profit to be allocated to supplementary capital. The updated statutes mandate the establishment of an Audit Committee and introduce modernized protocols for remote voting and conflict of interest disclosures. These resolutions, passed with overwhelming majority support, solidify the Warsaw-based developer and publisher’s corporate framework as it manages a share capital of 660,000 PLN divided into 6.6 million bearer shares. The assembly concluded by granting formal discharge to all board members for their duties during the 2024 fiscal year, signaling shareholder confidence in the current leadership and the company's financial trajectory.
PlayWayJun 2025
Legal
Uchwała Nr 1 ZWZ PlayWay S.A. z dnia 20 Czerwca 2024
The Ordinary General Meeting of PlayWay S.A., held on June 20, 2024, formalized the company’s financial and operational performance for the 2023 fiscal year. Representing 74.54% of the share capital, shareholders ratified the 2023 activity reports and consolidated financial statements, which revealed a net profit of 106.7 million PLN and total assets valued at 534.9 million PLN. The meeting also confirmed the individual company net profit of 144 million PLN, leading to the authorization of a substantial dividend payment of 21.82 PLN per share. This dividend, totaling 144.01 million PLN, was sourced from both 2023 profits and retained earnings, with distribution scheduled for July 2024. Operational governance was a primary focus, as shareholders unanimously granted discharge to all members of the Management and Supervisory Boards for their performance during the 2023 period. This vote of confidence was accompanied by the approval of a new Management Board Incentive Program designed to align executive compensation with long-term growth and project diversification. To facilitate this program, the company authorized a share capital increase through the issuance of up to 66,000 new shares. Eligibility for the incentive program is contingent upon rigorous performance metrics, emphasizing both financial growth and creative output. Management Board members must maintain continuous service, ensure the company achieves a net profit exceeding the previous year’s results, and personally oversee the development of at least five unique, non-sequel game projects. By excluding existing shareholders' pre-emptive rights for these specific issuances, the company has streamlined the mechanism for rewarding leadership based on the successful expansion of its gaming portfolio and sustained profitability within the global market.
PlayWayJun 2024