Uchwała nr 01/02/2023 Nadzwyczajnego Walnego Zgromadzenia Spółki 11 bit studios S.A.

Proposed resolutions for the Extraordinary General Meeting of Shareholders of 11 bit studios S.A., scheduled for February 9, 2023, outline significant structural and compensation changes for the Warsaw-based game developer. The primary purpose of these resolutions is to modernize the company’s statutes, refine corporate governance procedures, and adjust the remuneration of the Supervisory Board.

Key findings include a comprehensive update to the company’s statutes to align with the Polish Commercial Companies Code. Notable amendments include redefining the calculation of terms of office for both the Management Board and Supervisory Board to be measured in full financial years. The resolutions also clarify the Supervisory Board's authority, specifically shifting its role from directly acquiring shares in other entities to granting consent for such acquisitions. Furthermore, the proposals introduce the ability for the Supervisory Board to hire external advisors at the company's expense, provided the total annual cost does not exceed 50% of the board's total remuneration from the previous year.

The financial scope of the document focuses on a new monthly gross salary structure for the Supervisory Board, effective retroactively from January 1, 2023. Under the new terms, the Chairperson is to receive 9,500 PLN, the Vice-Chairperson 8,300 PLN, and other members 6,000 PLN. Additionally, the resolutions seek to waive certain standard information obligations under Article 380 of the Commercial Companies Code, replacing them with a requirement for the Management Board to provide aggregated data on the company’s financial, operational, and investment status. These changes take legal effect upon entry into the National Court Register.