Legal

Resolutions Adopted by the Ordinary General Meeting — 11 bit studios S.A. (June 2013)

20 June 201312 pages2,463 words

Summary

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.

Pages

View all

Citation

Generating citation...

Similar Documents

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.

mergers-acquisitions salary investment+1

11 bit studiosJun 2023

Legal

Draft Resolutions for the Ordinary General Meeting — 11 bit studios S.A. (June 2016)

These draft resolutions for the Ordinary General Meeting of 11 bit studios S.A., scheduled for June 9, 2016, outline the formal corporate governance actions and financial approvals required for the 2015 fiscal year. The primary purpose of these documents is to provide a structured framework for shareholder voting on the company’s administrative leadership, financial performance, and strategic allocation of capital. The scope is limited to the Polish corporate entity and its capital group for the period spanning January 1 to December 31, 2015. Key financial data points indicate a highly successful year for the company. The standalone financial statement for 11 bit studios S.A. reports a net profit of 12,755,371 PLN and total assets of 33,895,516 PLN. On a consolidated basis, the 11 bit studios Group reported a net profit of 11,565,579 PLN. A significant resolution proposes that the entire standalone net profit of 12.75 million PLN be allocated to the company’s reserve capital rather than being distributed as dividends, suggesting a focus on reinvestment and financial stability. The resolutions also cover essential governance mandates, including the discharge of duties for members of the Management Board and the Supervisory Board. Specific individuals named for discharge include President Grzegorz Miechowski and board members Bartosz Brzostek, Michał Drozdowski, and Przemysław Marszał. Furthermore, the documents provide for the election of a new Supervisory Board for a term ending in June 2019. The methodology follows standard Polish Commercial Companies Code requirements, utilizing formal voting blocks for shareholders to record their support, opposition, or abstention regarding each proposal.

game-publishing europe mergers-acquisitions+1

11 bit studiosJun 2016

Legal

Ordinary General Meeting Resolutions — 11 bit studios S.A. (June 2016)

The 2015 fiscal year for 11 bit studios S.A. culminated in a period of significant financial growth and structural consolidation, as evidenced by the outcomes of the June 2016 Ordinary General Meeting. Representing 29% of the total share capital, shareholders formalized the company’s transition into a more robust financial position by reporting a net profit of approximately 12.76 million PLN. This performance contributed to a total asset and liability valuation exceeding 33.8 million PLN, reflecting a successful operational period driven by the studio's development and publishing activities. A central strategic decision involved the allocation of the entire 12,755,371 PLN net profit to the company’s reserve capital. This move underscores a commitment to long-term financial stability and internal reinvestment rather than immediate dividend distribution. To validate the leadership's performance during this profitable cycle, the assembly granted full discharge to all members of the Management Board, including Grzegorz Miechowski and Przemysław Marszał, signaling shareholder confidence in the executive direction and the accuracy of the 2015 financial statements. The governance structure was further solidified through the reappointment and election of the Supervisory Board for terms lasting until June 2019. Key appointments included Piotr Sulima, Jacek Czykiel, Agnieszka Maria Kruz, Wojciech Ozimek, and Radosław Marter, most of whom were confirmed with overwhelming majority support. These administrative actions ensure leadership continuity as the company moves beyond the 2015 reporting period. By finalizing these resolutions and formalizing the corporate records, the company established a clear mandate for its management and supervisory bodies to pursue future growth while maintaining a strengthened capital reserve.

mergers-acquisitions investment game-publishing+1

11 bit studiosJun 2016

Legal

Resolution No. 01/05/2023 of the Ordinary General Meeting of 11 bit Studios S.A.

The Ordinary General Meeting of 11 bit studios S.A., held on May 31, 2023, formalizes the company’s financial and operational performance for the 2022 fiscal year. Representing approximately 47% of the total share capital, the assembly approved financial statements reporting a net profit of 22,889,816 PLN and total assets valued at 244,197,441 PLN. A primary outcome of the meeting was the decision to allocate the entirety of the 2022 net profit to the company’s reserve capital, signaling a strategic focus on internal reinvestment and financial stability. Governance and accountability were central to the proceedings, as shareholders granted official discharge to all members of the Management and Supervisory Boards for their performance during the 2022 period. These resolutions passed with near-unanimous support through secret ballots, confirming shareholder confidence in the leadership of President Przemysław Marszał and Chairman Radosław Marter. Furthermore, the assembly reviewed and approved the 2022 Remuneration Report and established specific compensation structures for the Audit Committee, while also setting a cap on the annual pay for Supervisory Board advisors at 50% of the board's total compensation from the previous year. Strategic financial adjustments included the dissolution of a reserve fund previously dedicated to employee share loans. This action resulted in the transfer of 7,728,608.80 PLN in unused funds to the company’s supplementary capital. These resolutions collectively reflect a period of profitable operations and a conservative approach to capital management within the Polish game development sector, ensuring that significant liquidity remains available for future corporate initiatives.

game-publishing investment europe

11 bit studiosMay 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.

investment mergers-acquisitions europe+2

11 bit studiosJun 2011

Legal

Resolutions Adopted by the Ordinary General Meeting of 11 bit studios S.A. on June 6, 2024

The Ordinary General Meeting of 11 bit studios S.A., held on June 6, 2024, formalized the company’s financial and operational standing following the 2023 fiscal year. Shareholders representing 40.05% of the share capital ratified financial statements showing a net profit of 525,609 PLN and total assets of 258.3 million PLN. This profit was allocated entirely to supplementary capital, alongside 5.71 million PLN from a dissolved reserve fund previously earmarked for management loans. The assembly granted full discharge to both Management and Supervisory Board members for their 2023 performance, signaling broad institutional confidence despite a modest year-over-year profit margin. Executive compensation structures were a primary focus, with the adoption of an updated Remuneration Policy designed to link management incentives to long-term stability. Under this framework, Management Board bonuses are strictly performance-contingent, capped at five times the fixed salary and calculated as a percentage of net profit—specifically 6% if earnings grow and 3% if they decline, with no bonus issued in the event of a loss. While the financial reports passed unanimously, the remuneration-related resolutions faced notable opposition, receiving approximately 16% to 17% of "against" votes from the represented shares. Strategic expansion was also codified through significant amendments to the company’s Articles of Association. The assembly approved a broadening of the corporate scope to include real estate management, technical publishing, educational activities, and the maintenance of telecommunication equipment. These changes, which will take effect upon registration in the National Court Register, suggest a diversification strategy beyond core game development into broader technical and administrative services. This evolution of the corporate statutes, combined with the strengthening of supplementary capital, positions the firm for a more complex operational footprint in the coming years.

mergers-acquisitions investment europe+1

11 bit studiosJun 2024

Resolutions Adopted by the Ordinary General Meeting — 11 bit studios S.A. (June 2013)

Summary

Tags

Pages

Citation

Citation

Similar Documents

Resolution No. 0: Ordinary General Meeting of 11 bit studios S.A. dated 31 May 2023

Draft Resolutions for the Ordinary General Meeting — 11 bit studios S.A. (June 2016)

Ordinary General Meeting Resolutions — 11 bit studios S.A. (June 2016)

Resolution No. 01/05/2023 of the Ordinary General Meeting of 11 bit Studios S.A.

Minutes of the Ordinary General Meeting — 11 bit studios S.A. (June 2011)

Resolutions Adopted by the Ordinary General Meeting of 11 bit studios S.A. on June 6, 2024