LegalKancelaria Notarialna Piotr Sicinski
Notarial Deed (Repertorium A 213/2012) — Share Capital Amendment Series D
9 Jan 20125 pages~9 min full read
On January 9, 2012, 11 bit studios S.A. formally increased its share capital by 4,093.80 PLN through the issuance of 40,938 Series D shares.
The total share capital of 11 bit studios S.A. was redefined to 191,169.90 PLN, comprising a total of 1,911,699 shares across Series A, B, C, and D.
The Series D issuance was executed via a private subscription that excluded the preemptive rights of existing shareholders, following authorization from a November 2011 Extraordinary General Meeting.
Although the company was authorized to issue up to 500,000 Series D shares, the final subscription resulted in the issuance of only 40,938 shares at a nominal value of 0.10 PLN each.
The company's capital structure as of early 2012 consisted of 1,000,000 Series A shares, 494,200 Series B shares, 376,561 Series C shares, and the newly issued Series D shares.
The capital amendment was executed by the management board, including Grzegorz Miechowski, Bartosz Brzostek, Michał Drozdowski, and Przemysław Marszał, under the Polish Code of Commercial Companies.
This notarized deed, recorded on January 9, 2012, in Warsaw, documents the formal declaration by the management board of 11 bit studios S.A. regarding a capital increase and subsequent amendment to the company’s articles of association. Represented by Grzegorz Miechowski, Bartosz Brzostek, Michał Drozdowski, and Przemysław Marszał, the board acted upon the authority granted by a November 2011 Extraordinary General Meeting. The primary purpose of the action was to finalize the issuance of Series D shares through a private subscription that excluded existing shareholders' preemptive rights.
The findings confirm that while the company was authorized to issue up to 500,000 Series D shares to raise the share capital to a maximum of 237,076.10 PLN, the actual subscription resulted in the issuance of 40,938 shares. These shares have a nominal value of 0.10 PLN each, representing a total capital increase of 4,093.80 PLN. Consequently, the board formally redefined the total share capital of 11 bit studios S.A. as 191,169.90 PLN, divided into 1,911,699 total shares across Series A, B, C, and D.
The scope of the document is limited to the corporate governance and capital structure of the Polish game development studio at the beginning of 2012. It details the specific composition of the share capital, noting that Series A consists of 1,000,000 shares, Series B of 494,200 shares, and Series C of 376,561 shares. The methodology involves a formal legal declaration under the Polish Code of Commercial Companies, specifically citing articles related to the board's power to determine the final amount of a capital increase after a subscription period ends.
