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Legal
Resolutions Adopted by the Ordinary General Meeting — 11 bit studios S.A. (June 2013)
The Ordinary General Meeting of Shareholders for 11 bit studios S.A., held on June 20, 2013, in Warsaw, resulted in the adoption of twenty-three resolutions governing the company’s financial oversight and corporate governance. The primary purpose of the meeting was to approve the financial results for the 2012 fiscal year, discharge company leadership from their duties, and restructure the Supervisory Board. Financial disclosures for the period ending December 31, 2012, reveal that the company achieved a net profit of 1,344,700.33 PLN, with total assets valued at 7,336,527.82 PLN. Shareholders voted to allocate the entirety of the 2012 net profit to the company’s reserve capital. Following the review of the Management Board's activity report and the auditor's opinion, the assembly granted discharge to all members of the Management Board, including President Grzegorz Miechowski, and the sitting members of the Supervisory Board for their performance during the 2012 financial year. The meeting also established a new composition for the Supervisory Board, fixing the number of members at five. Through secret ballots, Martin John Balawajder, Piotr Sulima, Szymon Kowalczyk, Radosław Marter, and Agnieszka Maria Kruz were appointed to the board, with Martin John Balawajder selected as Chairman. Furthermore, the assembly set the annual remuneration for the Chairman at 3,000 PLN and for other board members at 1,500 PLN, payable within 30 days of the close of the fiscal year. These resolutions were enacted in accordance with the Polish Commercial Companies Code and the company’s internal statutes.
11 bit studiosJun 2013
Legal
Resolutions Adopted by the Ordinary General Meeting of Shareholders of 11 bit studios S.A. on June 22, 2012
The Ordinary General Meeting of 11 bit studios S.A., held on June 22, 2012, established a strategic framework for the company’s financial recovery and future expansion following the 2011 fiscal year. During this period, the company reported a net profit of 1,292,777.32 PLN, which shareholders elected to retain for the purpose of offsetting historical losses and bolstering supplementary capital. To further fuel development, the company authorized a significant capital increase through the issuance of up to 400,000 Series E shares via private subscription. These shares, priced at a minimum of 9.00 PLN each, were designated for dematerialization and subsequent listing on the Warsaw Stock Exchange’s NewConnect alternative trading system. Beyond immediate financial restructuring, the company formalized a broad operational scope and a rigid corporate governance hierarchy. The updated Articles of Association expanded the business profile to encompass software development, game publishing, and the production of electronic equipment. Governance is structured around a Management Board and a Supervisory Board consisting of three to five members, with specific qualified majorities required for fundamental changes to the company’s business profile or share redemption. The long-term fiscal stability of the firm is supported by a mandate to allocate at least 8% of annual net profits to supplementary capital until that reserve reaches one-third of the total share capital. By the conclusion of these proceedings, the total share capital was set to reach a maximum of 231,169.90 PLN, divided across five share series. These measures collectively transition the company from a recovery phase into a structured growth phase, supported by both public market integration and internal capital preservation policies.
11 bit studiosJun 2012
Legal
Resolution No. 0: Ordinary General Meeting of 11 bit studios S.A. dated 31 May 2023
These draft resolutions for the Ordinary General Meeting of 11 bit studios S.A., scheduled for May 31, 2023, outline the formal governance and financial approval processes for the company’s 2022 fiscal year. The primary purpose of these resolutions is to ratify the financial performance of the Warsaw-based game developer, allocate annual profits, and grant discharge to the members of the Management and Supervisory Boards for their conduct during the reporting period. Financial data for the period ending December 31, 2022, shows a total balance sheet value of 244,197,441 PLN and a net profit of 22,889,816 PLN. The resolutions propose that the entirety of this net profit be allocated to the company’s supplementary capital rather than distributed as dividends. Additionally, equity increased by 27,206,389 PLN during the year, reaching a total of 224,543,680 PLN, while net cash increased by 3,837,461 PLN. Beyond financial approvals, the resolutions address administrative and structural adjustments. These include setting monthly gross remuneration for the Audit Committee—750 PLN for the Chairman and 500 PLN for members—and establishing a cap on fees for advisors to the Supervisory Board. A significant structural resolution involves the dissolution of a reserve fund previously established to provide loans for employees to acquire company shares. Because all eligible participants in the 2017–2019 Incentive Program exercised their rights by April 2023, the remaining 7,728,608.80 PLN in the fund is slated for transfer back into the company’s supplementary capital. The scope of these documents is limited to the internal corporate governance of 11 bit studios S.A. under the Polish Commercial Companies Code. The methodology follows standard European public company transparency requirements, relying on audited financial statements and reports from the Management Board and Supervisory Board to inform shareholder voting.
11 bit studiosJun 2023
Legal
Minutes of the Ordinary General Meeting — 11 bit studios S.A. (June 2011)
This notarial deed records the proceedings and resolutions of the Ordinary General Meeting of 11 bit studios S.A., held on June 30, 2011, in Warsaw. The primary purpose of the meeting was to conduct standard annual corporate governance tasks, including the review of the company’s initial operational period from its inception on December 7, 2009, through the end of the 2010 fiscal year. The meeting was attended by five shareholders representing 1,240,578 shares, which accounted for 66.31% of the company’s total share capital. Key financial findings disclosed during the session indicate that the company closed the 2010 fiscal year with a net loss of 231,199.53 PLN. The total balance sheet value as of December 31, 2010, was reported at 1,352,359.17 PLN. Shareholders formally approved the Management Board's report and the financial statements, subsequently passing a resolution to cover the accumulated loss using future profits. The assembly also focused on administrative and leadership oversight. Shareholders unanimously granted discharge (absolutorium) to all members of the Management Board—Grzegorz Miechowski, Bartosz Brzostek, Michał Drozdowski, and Przemysław Marszał—and the Supervisory Board for the performance of their duties during the 2010 period. Voting for these discharges was conducted via secret ballot, with relevant board members abstaining from votes concerning their own conduct as required by the Commercial Companies Code. The document concludes with the formal closing of the meeting after all agenda items, including the election of the Scrutiny Committee and the Chairman, were resolved without opposition.
11 bit studiosJun 2011