Legal11 bit studios
Resolution No. 01/12/2022 of the Extraordinary General Meeting
6 Dec 20228 pages~9 min full read
The Extraordinary General Meeting of 11 bit studios S.A. held on December 6, 2022, failed to pass proposed amendments to the company’s statutes because the 74.35% approval rate fell short of the required three-quarters majority.
Shareholders representing 994,359 shares, or 41.80% of the total share capital, participated in the meeting through both physical and electronic means.
The rejected statutory amendments included proposals to redefine the company’s business classification and grant the Supervisory Board the authority to hire external advisors at the company's expense.
The failed proposal sought to change how Management Board and Supervisory Board terms are calculated and intended to limit specific information obligations of the Management Board in favor of providing aggregated financial and operational data.
Przemysław Piotr Marszał was unanimously elected as the Chairman of the General Meeting by secret ballot.
The meeting successfully formalized its six-point agenda, but because the primary resolution regarding statutory changes failed, the company’s existing statutes remain unchanged.
These corporate resolutions document the proceedings of the Extraordinary General Meeting of 11 bit studios S.A., held in Warsaw on December 6, 2022. The primary purpose of the meeting was to elect leadership for the assembly, formalize the agenda, and vote on significant structural amendments to the company’s statutes. The meeting involved shareholders representing 994,359 shares, accounting for 41.80% of the total share capital. Participation was facilitated through both physical attendance and electronic communication means in accordance with the Polish Commercial Companies Code and COVID-19 related health regulations.
The assembly successfully passed the first two resolutions. Przemysław Piotr Marszał was elected Chairman of the General Meeting by a unanimous secret ballot. Subsequently, the shareholders unanimously approved the six-point agenda, which included opening the meeting, electing the chairman, verifying the legality of the assembly, and addressing proposed changes to the company statutes.
The third resolution, which proposed extensive amendments to the company’s statutes, failed to pass. Although it received 739,311 votes in favor (approximately 74.35% of the votes cast), it fell short of the three-quarters majority required by Article 415 § 1 of the Commercial Companies Code. The rejected amendments sought to redefine the company’s business classification, clarify that Supervisory Board and Management Board terms are calculated in full financial years, and grant the Supervisory Board the authority to hire external advisors at the company's expense. The proposal also included provisions to limit certain information obligations of the Management Board toward the Supervisory Board, replacing them with a requirement to provide aggregated data on financial and operational status. Because this resolution was not adopted, the existing statutes remained unchanged.
