Legal

PlayWay S.A. Articles of Association (Consolidated Text, 2026)

17 February 202617 pages4,786 words

Summary

PlayWay S.A. is a Warsaw-based joint-stock company established for an indefinite duration to specialize in the development and publishing of computer games. Founded by Krzysztof Kostowski, the entity maintains a share capital of 666,600.00 PLN, represented by 6,666,000 ordinary bearer shares. Recent structural adjustments allow for a targeted capital increase of up to 66,000 new shares, specifically designated to facilitate incentive programs for the Management Board. This financial framework supports a business model focused on long-term growth within the global digital entertainment sector. Governance is defined by a multi-tiered leadership structure consisting of a General Meeting, a Supervisory Board, and a Management Board, with both boards serving five-year terms. Decision-making protocols require high thresholds for significant corporate actions, such as a two-thirds qualified majority for altering the core business or removing board members, and a three-quarters majority for issuing convertible bonds or managing subsidiaries. The Supervisory Board, comprising five to seven members, maintains oversight of financial audits and the Audit Committee, while the Management Board, consisting of one to five members, handles daily operations and legal representation. Financial stability is reinforced through mandatory profit allocation, requiring at least 8% of annual net profits to be directed into a supplementary capital fund until it equals one-third of the total share capital. The General Meeting retains ultimate authority over the distribution of dividends and the establishment of reserve funds. These internal regulations ensure a disciplined approach to capital management and corporate oversight, balancing the interests of shareholders with the operational flexibility needed for the company’s ongoing expansion in the gaming industry.

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PlayWay S.A. Articles of Association

The Articles of Association for PlayWay S.A. establish the legal and operational framework for the Warsaw-based joint-stock company, primarily known for its activities in computer game publishing and software development. The company is established for an indefinite duration and possesses a broad operational scope that includes publishing periodicals, manufacturing games and toys, and engaging in retail and wholesale trade of electronic equipment and software. The share capital is set at 660,000 PLN, divided into 6,600,000 bearer shares with a nominal value of 0.10 PLN each. These shares are categorized into nine series (A through I), and the document explicitly prohibits their conversion into registered shares. Each share entitles the holder to one vote at the General Meeting. Provisions are included for the increase or decrease of capital via General Meeting resolutions, requiring a three-quarters majority, as well as the potential issuance of convertible bonds. Governance is structured through three primary bodies: the General Meeting, the Supervisory Board, and the Management Board. The Management Board, consisting of one to five members serving five-year terms, handles daily operations and external representation. The Supervisory Board, composed of five members also serving five-year terms, provides oversight and assumes the role of an audit committee should the company become public. Specific voting thresholds are defined for major corporate actions, such as a two-thirds majority for significant changes to the business object or company mergers. Financial regulations dictate that the fiscal year follows the calendar year. The company is mandated to maintain a supplementary capital fund, fueled by at least 8% of annual net profits until the fund reaches one-third of the share capital. Shareholders are entitled to dividends as determined by the Ordinary General Meeting, with provisions allowing for advance dividend payments if the company maintains sufficient liquidity and recorded a profit in the previous year.

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PlayWayOct 2016

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Statut Spółki PlayWay S.A.

PlayWay S.A. operates as a Warsaw-based joint-stock company primarily dedicated to the development and publishing of video games. Its organizational structure is built upon a share capital of 660,000 PLN, represented by 6.6 million ordinary bearer shares. To align leadership interests with corporate growth, the governance framework includes provisions for a target capital increase of up to 66,000 shares specifically earmarked for a Management Board incentive program. The company’s fiscal year follows the calendar year, and its financial policies mandate that at least 8% of annual net profit be directed toward supplementary capital until that reserve reaches one-third of the total share capital. Governance is distributed across a General Meeting, a Supervisory Board of five to seven members, and a Management Board of one to five members, all serving five-year joint terms. Decision-making processes are characterized by high thresholds for significant corporate actions; for instance, changes to the business scope or mergers require a two-thirds majority, while issuing convertible bonds or acquiring treasury shares necessitates a three-quarters majority. The Management Board operates under an absolute majority rule, with the President holding the tie-breaking vote and the authority to represent the company individually, whereas other members must act jointly. Shareholder rights are protected through structured procedural timelines for motions and the mandatory establishment of an Audit Committee. Investors are entitled to dividends and potential dividend advances based on verified financial performance. These regulations ensure a stable legal and operational foundation for the company’s activities within the Polish gaming sector, emphasizing both rigorous financial oversight and a clear hierarchy of executive responsibility.

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PlayWayOct 2025

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Resolution No. 1: Ordinary General Meeting of PlayWay S.A.

PlayWay S.A. concluded its Ordinary General Meeting on June 30, 2025, with shareholders representing 83.86% of the share capital approving the company’s 2024 financial performance and strategic governance shifts. The fiscal year 2024 was characterized by significant profitability, with the standalone entity reporting a net profit of 148.9 million PLN and a consolidated net profit of 170.2 million PLN attributable to the parent company. Total consolidated assets and liabilities reached 551.7 million PLN. Based on these results, the assembly approved a substantial dividend distribution of 148.83 million PLN, equating to 22.55 PLN per share, scheduled for payment in mid-July 2025. The governance structure underwent formalization and extension, with the terms for both the Management Board and the Supervisory Board increased to five years. Krzysztof Kostowski was reappointed as President of a two-person Management Board alongside Vice President Jakub Trzebiński, while the Supervisory Board was reconstituted with five members under the chairmanship of Bartosz Antoni Graś. To align with long-term growth objectives, the assembly authorized the Management Board to increase share capital by up to 66,000 new shares to facilitate an incentive program for board members. Furthermore, the company’s Articles of Association were amended to officially recognize Kostowski as the founder and to broaden the business scope to include diverse retail, advertising, and publishing activities. Operational and financial policies were also reinforced, requiring at least 8% of net profit to be allocated to supplementary capital. The updated statutes mandate the establishment of an Audit Committee and introduce modernized protocols for remote voting and conflict of interest disclosures. These resolutions, passed with overwhelming majority support, solidify the Warsaw-based developer and publisher’s corporate framework as it manages a share capital of 660,000 PLN divided into 6.6 million bearer shares. The assembly concluded by granting formal discharge to all board members for their duties during the 2024 fiscal year, signaling shareholder confidence in the current leadership and the company's financial trajectory.

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Uchwała Nr 1 ZWZ PlayWay S.A. z dnia 20 Czerwca 2024

The Ordinary General Meeting of PlayWay S.A., held on June 20, 2024, formalized the company’s financial and operational performance for the 2023 fiscal year. Representing 74.54% of the share capital, shareholders ratified the 2023 activity reports and consolidated financial statements, which revealed a net profit of 106.7 million PLN and total assets valued at 534.9 million PLN. The meeting also confirmed the individual company net profit of 144 million PLN, leading to the authorization of a substantial dividend payment of 21.82 PLN per share. This dividend, totaling 144.01 million PLN, was sourced from both 2023 profits and retained earnings, with distribution scheduled for July 2024. Operational governance was a primary focus, as shareholders unanimously granted discharge to all members of the Management and Supervisory Boards for their performance during the 2023 period. This vote of confidence was accompanied by the approval of a new Management Board Incentive Program designed to align executive compensation with long-term growth and project diversification. To facilitate this program, the company authorized a share capital increase through the issuance of up to 66,000 new shares. Eligibility for the incentive program is contingent upon rigorous performance metrics, emphasizing both financial growth and creative output. Management Board members must maintain continuous service, ensure the company achieves a net profit exceeding the previous year’s results, and personally oversee the development of at least five unique, non-sequel game projects. By excluding existing shareholders' pre-emptive rights for these specific issuances, the company has streamlined the mechanism for rewarding leadership based on the successful expansion of its gaming portfolio and sustained profitability within the global market.

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PlayWayJun 2024

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Resolution No. 1 of the Ordinary General Meeting of PlayWay S.A.

The Ordinary General Meeting of PlayWay S.A., held on June 20, 2022, formalized the company’s financial results and strategic governance updates for the 2021 fiscal year. Representing approximately 85.2% of the share capital, shareholders approved a consolidated net profit of 127.1 million PLN and a standalone net profit of 126.9 million PLN. A significant portion of this success was returned to investors through a dividend allocation of 126.85 million PLN, translating to 19.22 PLN per share. This distribution followed a year of robust growth, characterized by a consolidated equity increase of 103.9 million PLN and total assets reaching 572.2 million PLN. Governance updates focused on aligning executive compensation with the Best Practice for GPW Listed Companies 2021. The revised remuneration policy introduces a two-tier system for Management Board members, combining a fixed base salary with an optional variable component. This performance-based incentive is strictly capped at 2% of the annual net profit and cannot exceed 20 times the individual’s fixed annual salary. Conversely, Supervisory Board members receive only fixed monthly lump-sum payments to maintain independent oversight. These measures ensure that executive interests remain aligned with long-term business strategy and shareholder value. The operational framework remains centered on a lean model that favors civil law contracts with specialized development teams over traditional employment. This structure influences the company’s internal wage comparisons and conflict-of-interest protocols, particularly regarding family members of officials. By granting discharge to the Management and Supervisory Boards and finalizing key appointments, including Ludwik Sobolewski to the Supervisory Board, the assembly reaffirmed its confidence in the leadership’s ability to navigate the competitive gaming industry while maintaining strict financial discipline and transparency.

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PlayWayJun 2022

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Uchwała Zarządu PlayWay: Protokół Zwyczajnego Walnego Zgromadzenia

This resolution from the Management Board of PlayWay S.A., dated August 29, 2025, formalizes a capital increase within the framework of authorized capital. The primary objective is the issuance of 66,000 Series J ordinary bearer shares to fulfill the company’s Incentive Program for Management Board members. This specific issuance is directed exclusively to Krzysztof Kostowski, the President of the Management Board, following the Supervisory Board's confirmation that the necessary performance criteria for the 2024 financial year were met. The capital increase raises the company’s share capital from 660,000.00 PLN to 666,600.00 PLN. Each Series J share has a nominal value and an issue price of 0.10 PLN, to be covered entirely by cash contributions. To facilitate this targeted issuance, the resolution explicitly excludes the pre-emptive rights of existing shareholders. Furthermore, the Board resolved to dematerialize these new shares and seek their admission to trading on the regulated market of the Warsaw Stock Exchange (GPW). The scope of the document covers corporate governance actions within the Polish gaming industry for the 2024-2025 period. The methodology follows legal requirements under the Polish Commercial Companies Code, specifically utilizing authorizations granted by the General Meeting in June 2024. The resolution concludes with a formal amendment to Paragraph 6 of the Company’s Articles of Association to reflect the new total of 6,666,000 shares. The decision was passed unanimously by the Management Board and recorded by a notary in Warsaw.

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PlayWayAug 2025

PlayWay S.A. Articles of Association (Consolidated Text, 2026)

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