Legal11 bit studios
Draft Resolutions for the Extraordinary General Meeting — 11 bit studios S.A. (December 2015)
17 Dec 20157 pages~7 min full read
The Extraordinary General Meeting of 11 bit studios S.A. was convened on December 17, 2015, in Warsaw to formalize corporate governance and administrative procedures.
The company formally amended its Statutes to officially designate Grzegorz Miechowski, Bartosz Brzostek, Przemysław Marszał, and Michał Drozdowski as the company’s founders.
Governance authority was redistributed, with the General Meeting retaining control over financial statement approval, profit distribution, and the acquisition of outside interests.
The Supervisory Board was granted expanded oversight powers, including the authority to appoint Management Board members, select auditors, and approve real estate transactions or financial liabilities exceeding the company's asset value.
The meeting established a new remuneration framework for the Supervisory Board, setting gross annual compensation levels for the Chairperson, Vice-Chairperson, and regular members.
The Supervisory Board was authorized to adopt a consolidated text of the company’s Statutes to incorporate all approved amendments in accordance with the Polish Commercial Companies Code.
These draft resolutions outline the formal agenda and proposed corporate actions for the Extraordinary General Meeting of 11 bit studios S.A., scheduled for December 17, 2015, in Warsaw. The primary purpose of the meeting is to formalize administrative procedures, adjust the company’s governing statutes, and establish compensation frameworks for oversight bodies.
The proposed resolutions begin with procedural mandates, including the declassification of the Ballot Committee election, the appointment of committee members and a meeting Chairperson, and the formal adoption of the agenda. A significant portion of the meeting is dedicated to determining the remuneration for the Supervisory Board. The proposed framework establishes gross annual compensation for the Chairperson, Vice-Chairperson, and regular members, with payments to be made proportionally if a term is shorter than one year.
Substantial amendments to the Company’s Statutes are also presented. These include a formal declaration identifying Grzegorz Miechowski, Bartosz Brzostek, Przemysław Marszał, and Michał Drozdowski as the company’s founders. Further amendments clarify the division of powers between the General Meeting and the Supervisory Board. Under the new terms, the General Meeting retains authority over financial statement approval, profit distribution, and the acquisition of interests in other entities. Meanwhile, the Supervisory Board is granted specific competencies regarding the appointment of Management Board members, the selection of auditors, and the approval of real estate transactions or significant financial liabilities exceeding the company's asset value.
The scope of these resolutions is limited to the internal governance of 11 bit studios S.A. as of late 2015. The methodology follows standard Polish commercial law requirements, specifically citing the Commercial Companies Code. The final resolution authorizes the Supervisory Board to adopt a consolidated text of the amended Statutes to reflect all approved changes.
