Legal11 bit studios
Resolution No. 03/02/2023 of the Extraordinary General Meeting of 11 bit studios S.A.
1 Feb 20236 pages~9 min full read
11 bit studios S.A. amended its articles of association on February 9, 2023, to formalize new corporate governance and administrative protocols.
The Supervisory Board now holds mandatory approval authority over all company acquisitions of shares in other business entities.
Leadership mandates for the Management and Supervisory Boards are now explicitly calculated based on full fiscal years rather than calendar timeframes.
The Supervisory Board is authorized to hire external advisors for audits or analyses, provided the annual cost remains under 50% of the Board's previous year's total remuneration.
New procedural rules allow the Supervisory Board to vote on agenda items not originally scheduled and formalize the leadership roles of the Chairperson and Vice-Chairperson.
The company replaced default Polish Commercial Companies Code reporting requirements with a customized information-sharing structure between the Management and Supervisory Boards.
The company updated its business classification to align with a more specific regulatory code for entertainment and recreational activities.
These resolutions, adopted during the Extraordinary General Meeting of 11 bit studios S.A. on February 9, 2023, formalize several significant amendments to the company’s articles of association. The primary purpose of these changes is to refine the legal and operational framework governing the company’s business activities, the tenure of its leadership, and the specific oversight powers of the Supervisory Board. The scope of these updates covers corporate governance structures and administrative protocols for this Warsaw-based game developer and publisher.
Key findings include a technical update to the company’s business classification, shifting the definition of its entertainment and recreational activities to a more specific regulatory code. Significant changes were also made to the calculation of leadership terms; the three-year mandates for both the Supervisory Board and the Management Board are now explicitly calculated in full fiscal years. Furthermore, the Supervisory Board’s authority was clarified regarding the acquisition of shares in other business entities, transitioning from a general involvement to a specific requirement for the Board to grant formal consent for such transactions.
The resolutions also introduce new procedural rules for the Supervisory Board, including the formalization of leadership roles for the Chairperson and Vice-Chairperson, specific notice periods for meetings, and the ability to vote on matters not originally included in a meeting’s agenda. A notable addition is the provision allowing the Supervisory Board to hire external advisors for audits or analyses at the company’s expense, provided the total annual cost does not exceed 50% of the Board’s total remuneration from the previous year. Finally, the amendments modify information-sharing obligations between the Management and Supervisory Boards, opting for a customized reporting structure over certain default provisions of the Polish Commercial Companies Code. These changes take immediate effect upon adoption, pending formal entry into the National Court Register.
