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Poland

Raport Bieżący Nr 49/2020: Wykaz Akcjonariuszy Powyżej 5% Głosów na NWZ

This regulatory disclosure identifies the major shareholders of PlayWay S.A. who exercised at least 5% of the voting rights during the Extraordinary General Meeting held on November 27, 2020. The data reflects the ownership structure and voting power distribution within the Polish game development and publishing sector at that specific point in time. The disclosure is mandated by Polish financial market regulations regarding public offerings and the conditions for introducing financial instruments into organized trading. The shareholder structure at the meeting was dominated by two primary entities, each holding an identical stake in the company. Krzysztof Kostowski, the President of the Management Board, held 2,700,000 voting rights. This stake represented 48.36% of the votes present at the Extraordinary General Meeting and 40.91% of the total aggregate voting rights in the company. Simultaneously, ACRX Investments Limited, based in Nicosia, Cyprus, held an equal 2,700,000 voting rights, mirroring the 48.36% share of the meeting's votes and the 40.91% share of the total company votes. Combined, these two shareholders accounted for 96.72% of the votes represented at the assembly and 81.82% of the total voting power of PlayWay S.A. This concentration of ownership highlights a highly centralized control structure, where the founder and a single investment entity maintain a decisive majority over corporate governance and strategic decision-making. The figures confirm that the vast majority of the company's equity remained in the hands of these two major stakeholders during the late 2020 period, leaving a relatively small percentage of voting power to minority shareholders and the public float.

investment market-analysis poland

PlayWayNov 2020

Legal

Formularz Do Wykonywania Prawa Głosu Przez Pełnomocnika na NWZ PlayWay S.A.

The Extraordinary General Meeting of PlayWay S.A., held on November 27, 2020, serves as a critical juncture for the company’s corporate governance and asset management strategy. The primary objective of the proceedings is to secure shareholder authorization for the transfer of specific organized parts of the enterprise to third-party entities. These divestments involve significant intellectual property and operational assets, most notably the mobile title Car Mechanic Simulator 18 and the Farm Manager franchise, including the source code and assets for both the 2018 and 2021 iterations. These transactions represent a strategic realignment of the company’s portfolio and a formalization of asset transfers within its broader development ecosystem. Beyond asset management, the meeting addresses the continuity and oversight of PlayWay’s leadership. Shareholders are tasked with voting on the reappointment of key executive figures, specifically Krzysztof Kostowski as President and Jakub Władysław Trzebiński as Vice President of the Management Board. The agenda further extends to the composition of the Supervisory Board, encompassing both the potential dismissal of an existing member and the appointment of a new representative. These personnel decisions are governed by the legal framework of the Commercial Companies Code, ensuring that the company’s leadership structure remains compliant with Polish corporate regulations. The formal voting mechanisms established for this meeting provide a standardized process for shareholders to exercise their rights, whether in person or through appointed representatives. By offering specific instructions for voting "for," "against," or "abstaining," and providing a formal method for recording dissents in the meeting minutes, the company maintains a transparent record of shareholder intent. This structured approach facilitates the legal transfer of major gaming assets while simultaneously stabilizing the executive and supervisory tiers of the organization during a period of portfolio transition.

investment mergers-acquisitions poland

PlayWayNov 2020

Legal

Uchwały Podjęte na Nadzwyczajnym Walnym Zgromadzeniu PlayWay S.A.

The Extraordinary General Meeting of PlayWay S.A., held on November 27, 2020, focused on corporate governance adjustments and the strategic transfer of specific intellectual property assets. A primary outcome of the session was the formal decision to forgo the election of a traditional scrutiny committee. This procedural shift was justified by the implementation of a computerized voting system, which the assembly deemed sufficient for ensuring the accuracy and integrity of the ballot counting process. A significant development during the proceedings involved a motion proposed by shareholder Krzysztof Kostowski regarding the transfer of an organized part of the company’s enterprise. Specifically, the resolution authorized the transfer of assets related to the title Car Mechanic Simulator 18 to a third-party entity. This proposal superseded a previously publicized draft from October 2020, reflecting a refinement in the company’s approach to managing its game portfolio and subsidiary assets. The meeting concluded with the successful consideration of all planned agenda items, and no formal objections were raised or recorded in the minutes. The voting data provided for each resolution included the number of shares represented, the percentage of share capital involved, and a detailed breakdown of votes cast in favor, against, or abstaining. These actions were conducted in compliance with Polish financial regulations governing current and periodic information for securities issuers, ensuring transparency for stakeholders regarding the company's operational and structural changes.

mergers-acquisitions game-publishing poland

PlayWayNov 2020

Legal

Raport Bieżący Nr 45/2020

PlayWay S.A., a prominent Polish video game developer and publisher, has formally announced the nomination of Lech Klimkowski for a position on the company’s Supervisory Board. This nomination was submitted by ACRX Investments Limited, an authorized shareholder, in anticipation of the Extraordinary General Meeting scheduled for November 27, 2020. The announcement serves as a formal update to the agenda previously established in late October 2020, ensuring compliance with Polish capital market transparency requirements regarding the governance of publicly traded companies. The candidate has provided formal consent to stand for election, and his professional biography has been integrated into the official corporate records for shareholder review. This move reflects the ongoing corporate governance activities within the Warsaw-based company, which is known for its extensive portfolio of simulation titles and its unique incubator model for indie development studios. The nomination process follows specific legal frameworks governing the disclosure of current and periodic information by issuers of securities in the Polish market. This administrative action is localized to the Polish gaming sector and focuses specifically on the internal leadership structure of PlayWay S.A. during the fourth quarter of 2020. By facilitating the potential appointment of new oversight personnel, the company maintains its regulatory obligations while preparing for strategic discussions at the upcoming general meeting. The disclosure emphasizes the procedural transparency required for shareholders to make informed decisions regarding the composition of the board that oversees the executive management's activities.

investment game-publishing poland

PlayWayNov 2020

Legal

Raport bieżący nr 44/2020

PlayWay S.A. announced the formal establishment of a new subsidiary, Garlic Jam S.A., on November 13, 2020. Headquartered in Warsaw, the new entity was formed through a joint investment involving PlayWay S.A., CreativeForge Games S.A., Games Incubator sp. z o.o., and two individual partners. This strategic move expands the PlayWay capital group’s footprint in the Polish game development sector, specifically targeting the production of first-person shooter (FPS) titles for the PC market. The initial share capital of Garlic Jam S.A. is set at 100,000 PLN, divided into 1,000,000 series A ordinary bearer shares with a nominal value of 0.10 PLN each. The ownership structure is distributed among the founding parties to ensure collaborative oversight. Games Incubator sp. z o.o. and CreativeForge Games S.A. each hold the largest individual stakes at 28% (280,000 shares each). PlayWay S.A. maintains a 24% direct interest (240,000 shares), while the remaining 20% (200,000 shares) is held collectively by the two individual partners. The operational objective for Garlic Jam S.A. focuses on a high-output development model within the FPS genre. The company intends to manage a production pipeline capable of developing two titles simultaneously on an annual basis. This formation aligns with the broader industry trend of establishing specialized satellite studios to diversify portfolio offerings while leveraging the publishing and marketing infrastructure of a larger parent group. The establishment of the company was conducted in accordance with market disclosure regulations regarding confidential information.

mergers-acquisitions investment game-publishing+1

PlayWayNov 2020

Legal

Projekty Uchwał na Nadzwyczajne Walne Zgromadzenie PlayWay S.A.

These draft resolutions for the Extraordinary General Meeting of PlayWay S.A., scheduled for November 27, 2020, in Warsaw, outline critical corporate restructuring and governance actions. The primary objective is to obtain shareholder approval for the transfer of organized parts of the company to third-party entities and to formalize the leadership structure for the upcoming term. A central component of the meeting involves the divestment of two specific organized parts of the enterprise, referred to as ZCP1 and ZCP2. ZCP1 consists of the mobile version of Car Mechanic Simulator 18, including its source code, intellectual property, and associated assets. ZCP2 encompasses the Farm Manager 2018 and Farm Manager 2021 titles. These transfers are intended to facilitate specialized marketing strategies and secure external financing for further development. The board seeks broad authority to negotiate the terms of these transfers, which may include contributing these assets as non-cash contributions to other commercial companies. Regarding corporate governance, the resolutions propose the reappointment of current board members to a new five-year term, specifically naming Krzysztof Kostowski as President and Jakub Władysław Trzebiński as Vice President. This move is necessitated by the expiration of the current term, which began in March 2016. Additionally, the agenda includes provisions for potential changes to the Supervisory Board and standard procedural matters, such as electing a meeting chairperson and determining the necessity of a Scrutiny Committee. These actions are governed by the Polish Commercial Companies Code and the company’s internal statutes, requiring a three-quarters majority for the asset transfer resolutions.

mergers-acquisitions game-publishing poland

PlayWayNov 2020

Financial

Quarterly Report of 11 Bit Studios S.A. for Nine Months Ended September 30th 2020

11 bit studios S.A. achieved record-breaking financial performance during the first nine months of 2020, characterized by a 37.89% year-on-year revenue increase to PLN 68.16 million and a net profit surge of 277.49% to PLN 32.12 million. This growth was primarily driven by the successful monetization of the Frostpunk portfolio, including the release of major expansions such as The Last Autumn and On The Edge, alongside strong contributions from the publishing division. Titles like Children of Morta and Moonlighter accounted for approximately 28% to 30% of total revenue, bolstered by new distribution channels such as Xbox Game Pass. The company significantly strengthened its liquidity position, ending the period with PLN 116 million in total financial assets and over PLN 80 million in cash and cash equivalents. Operating margins improved to 51.5%, aided by a 12% decrease in operating expenses following the conclusion of a costly 2017–2019 employee incentive scheme and the utilization of the IP Box tax relief, which applied a preferential 5% corporate income tax rate to qualifying intellectual property revenue. Despite pandemic-related recruitment challenges, the workforce grew to 156 employees as the company increased investments in intangible assets to PLN 32.69 million. Strategically, the company is transitioning toward a more frequent release cycle, aiming for one internal title every 12 to 18 months and one publishing project per quarter. Current development is focused on three internal projects, including the high-budget Project 8, which has transitioned to Unreal Engine 5, and projects codenamed Dolly and Eleanor. The publishing pipeline has expanded to four external titles with a total investment of PLN 25 million. While the company benefited from increased gaming demand during the COVID-19 pandemic, management remains cautious regarding potential long-term macroeconomic headwinds that could impact the premium games market.

investment market-analysis europe+1

11 bit studiosNov 2020

Legal

Raport bieżący nr 42/2020

The establishment of Digital Melody Games as a limited liability company on October 20, 2020, marks a strategic expansion for PlayWay S.A. within the mobile gaming sector. Headquartered in Warsaw, the new entity was formed through a partnership between PlayWay S.A., Digital Melody Games Kitajewski i Stalewski Spółka Jawna, and several individual investors. This collaboration aims to leverage existing intellectual property and technical infrastructure to develop both established franchises and original gaming concepts. The financial structure of the new company consists of a share capital of 50,000 PLN, divided into 1,000 shares with a nominal value of 50 PLN each. PlayWay S.A. holds a significant minority stake of 48.2%, representing 482 shares valued at 24,100 PLN. Rather than a cash injection, this equity was acquired through a non-monetary contribution of an organized part of the enterprise. A central component of this contribution is the mobile version of Car Mechanic 18 for Android and iOS, which serves as a foundational asset for the new company’s operations. The primary operational objective for Digital Melody Games is the continued development and scaling of mobile titles. By utilizing the transferred assets and the creative input of the founding partners, the company intends to focus on the mobile market segment. This move aligns with broader industry trends of specialized studio formation to manage specific high-performing intellectual properties while fostering the creation of new, proprietary mobile games.

mergers-acquisitions game-development poland

PlayWayOct 2020

Legal

Raport Bieżący Nr 41/ 2020

PlayWay S.A. has expanded its investment portfolio through the strategic acquisition of a 25 percent stake in EpicVR Sp. z o.o., a Krakow-based developer specializing in virtual reality technologies. The transaction, finalized on October 19, 2020, involved a total purchase price of 50,000 PLN. This acquisition establishes a significant minority position for PlayWay within the company’s share capital, aligning with the parent company’s broader strategy of diversifying its holdings across various specialized development studios. The scope of this investment focuses on the rapidly evolving virtual reality sector within the Polish gaming and technology industry. EpicVR operates across multiple high-growth segments, including the production of VR games with multiplayer capabilities and the development of specialized medical applications. Beyond entertainment, the studio provides industrial VR solutions, virtual training systems, and immersive sales and marketing tools. This breadth of operations indicates a move toward integrating gaming technology with practical enterprise and healthcare applications. This corporate action was disclosed in compliance with Article 17(1) of the Market Abuse Regulation, reflecting its status as inside information relevant to investors. The acquisition highlights a trend of consolidation and strategic partnership within the Polish game development ecosystem, as larger entities like PlayWay seek to secure expertise in niche technical fields such as VR and industrial simulation. By securing this stake, the parent company gains exposure to both the consumer gaming market and the expanding business-to-business virtual reality services sector.

mergers-acquisitions investment vr+1

PlayWayOct 2020

Legal

Raport bieżący nr 40/2020

The establishment of SilkRoad Games Spółka Akcyjna on October 15, 2020, marks a strategic expansion for PlayWay S.A. into the East Asian market. Headquartered in Warsaw, this new joint-stock company was formed through a partnership between PlayWay S.A. and two individual partners. The initial share capital of the entity is set at 100,000 PLN, divided into one million Series A ordinary bearer shares with a nominal value of 0.10 PLN per share. The ownership structure is split equally between the founding parties. PlayWay S.A. acquired 500,000 shares for a total contribution of 50,000 PLN, representing a 50% stake in the company’s share capital. The remaining 500,000 shares were acquired by the two individual partners for an identical contribution of 50,000 PLN, accounting for the other 50% of the equity. This balanced investment structure suggests a collaborative approach to the management and operational funding of the new entity. The primary business objective of SilkRoad Games is the distribution of computer games within Mainland China. The company is positioned to handle the distribution of titles produced by PlayWay S.A. as well as games from other external entities. By establishing this dedicated subsidiary, the parent company aims to navigate the specific regulatory and logistical requirements of the Chinese gaming market, leveraging local expertise to maximize the reach of its software portfolio in one of the world's largest gaming regions.

mergers-acquisitions investment poland

PlayWayOct 2020

Legal

Raport Bieżący Nr 39/2020: Uruchomienie Platformy Need for Game Idea

PlayWay S.A. has officially launched the Need for Game Idea platform, an international initiative developed by its subsidiary, PWay Sp. z o.o. The platform serves as a global hub for internet users and gamers to submit original game concepts directly to the developer ecosystem. This launch, occurring on September 30, 2020, fulfills strategic plans previously disclosed by the company and aims to crowdsource creative intellectual property from a worldwide audience. The platform is accessible across all continents and nearly every country, offering free registration to any interested party. By establishing a centralized digital portal at pway.io, the company seeks to bridge the gap between consumer ideas and professional game development. This broad geographic scope ensures a diverse influx of creative input, potentially diversifying the company's future production pipeline through community-driven innovation. A significant technical and financial component of the launch involves the distribution of PWay tokens. Starting on the day of the platform's release, the subsidiary began issuing these tokens to users in exchange for submitted game ideas. This integration of digital assets suggests a gamified or blockchain-adjacent incentive structure designed to reward contributors for their intellectual contributions. The initiative represents a strategic move to formalize the ideation process while leveraging a global user base to identify market trends and high-potential game mechanics.

game-development cross-platform poland

PlayWaySept 2020

Legal

Raport Bieżący Nr 37/2020: Zawiązanie Hyper Studio Sp. z o.o. w Warszawie

PlayWay S.A. established a new subsidiary, Hyper Studio Sp. z o.o., on September 22, 2020, to expand its publishing capabilities within the Polish gaming sector. Headquartered in Warsaw, the new entity was formed through a collaborative investment involving PlayWay S.A., two of its capital group members—Games Incubator Sp. z o.o. and Ritual Interactive S.A.—and a private individual. This strategic move aims to leverage PlayWay’s existing infrastructure to publish smaller video game titles sourced from outside the immediate capital group, effectively broadening the parent company's market reach and portfolio diversity. The financial structure of Hyper Studio consists of a share capital totaling 100,000 PLN, divided into 2,000 shares with a nominal value of 50 PLN each. PlayWay S.A. acquired a 30 percent stake in the venture by subscribing to 600 shares for a total cash contribution of 30,000 PLN. This ownership structure ensures that while Hyper Studio operates as a distinct entity, it remains closely integrated with the broader PlayWay ecosystem. This corporate action was disclosed in accordance with market abuse regulations regarding inside information, reflecting standard transparency requirements for publicly traded entities on the Warsaw Stock Exchange. By focusing on external, smaller-scale projects, the establishment of Hyper Studio represents a targeted effort to capture niche market opportunities and provide a specialized publishing pathway for independent developers who are not yet part of the primary PlayWay network.

mergers-acquisitions investment game-publishing+1

PlayWaySept 2020

Legal

Raport Bieżący Nr 36/2020: Zamiar Połączenia Spółki 3R Studio Mobile z Hubstyle

PlayWay S.A. announced a strategic corporate restructuring on September 21, 2020, involving the merger of its subsidiary, 3R Studio Mobile sp. z o.o., with Hubstyle S.A. The transaction is structured as a merger by acquisition under the Polish Commercial Companies Code, specifically through the transfer of all assets from 3R Studio Mobile to Hubstyle via universal succession. In exchange for these assets, Hubstyle will issue new shares to the shareholders of 3R Studio Mobile, including PlayWay S.A., resulting in a capital increase for the acquiring entity. The geographic scope of this transaction is centered in Poland, involving entities based in Poznań and Warsaw. Hubstyle S.A. maintains a public listing on the Warsaw Stock Exchange, which provides the combined entity with the regulatory advantages and visibility of a publicly traded company. This move effectively integrates 3R Studio Mobile’s operations into a listed framework, facilitating broader market access and potential liquidity for its shareholders. The primary objective of this merger is to capitalize on synergies between Hubstyle’s established status as a public company and 3R Studio Mobile’s specialized expertise within the high-growth gaming industry. By consolidating these resources, the management aims to leverage the technical capabilities of the mobile gaming sector alongside the capital market experience of the acquiring firm. This strategic alignment is intended to strengthen the market position of the involved entities and create a more robust platform for future development within the gaming segment.

mergers-acquisitions game-publishing poland

PlayWaySept 2020

Legal

Raport Bieżący Nr 34/2020

PlayWay S.A. has expanded its corporate portfolio through the strategic acquisition of a majority stake in 3RStudio Mobile, a development studio based in Poznań, Poland. On September 15, 2020, the Warsaw-based publisher secured 75% of the share capital in the entity, representing 40,000 individual shares. While the nominal value of these shares is recorded at 2 million PLN, the transaction was executed for a total purchase price of 40,000 PLN. This acquisition allows PlayWay to consolidate its influence over the studio's operational direction and future output. The primary objective of this investment centers on the technical adaptation and expansion of existing intellectual property into the virtual reality market. Specifically, 3RStudio Mobile is tasked with the development and delivery of a VR version of Thief Simulator tailored for the Oculus Quest platform. This move aligns with broader industry trends of porting successful PC and console titles to standalone VR hardware to capture a growing segment of the immersive gaming market. This transaction, disclosed under market abuse regulations regarding inside information, highlights a low-cost entry into specialized VR development capabilities. By integrating 3RStudio Mobile into its ecosystem, PlayWay secures the necessary technical expertise to translate its popular simulation titles into high-growth hardware ecosystems. The agreement underscores a focused effort to leverage established brands through platform diversification and targeted studio acquisitions within the Polish game development sector.

mergers-acquisitions investment europe+1

PlayWaySept 2020

Legal

Raport Bieżący nr 35/2020

PlayWay S.A. expanded its corporate portfolio through the strategic acquisition of a 25% equity stake in Ignibit S.A., a development studio based in Gdynia, Poland. This transaction, finalized on September 15, 2020, involved the subscription of 226,000 Series D bearer shares. The acquisition was executed via a cash contribution totaling 226,000 PLN, establishing a direct valuation of one PLN per share for this specific issuance. The primary operational objective driving this investment is the technical adaptation of existing intellectual property into the virtual reality market. Specifically, Ignibit is tasked with the development and delivery of the VR version of Bum Simulator, a title within the PlayWay ecosystem. This move aligns with broader industry trends of porting successful simulation titles to immersive platforms to extend product lifecycles and reach specialized hardware audiences. This corporate action represents a targeted expansion within the Polish game development sector, focusing on the synergy between established simulation IP and specialized VR development capabilities. By securing a significant minority stake, PlayWay ensures a dedicated development pipeline for its portfolio while integrating Ignibit’s technical expertise into its wider network of subsidiary and affiliate studios. The transaction was disclosed in accordance with market abuse regulations regarding inside information, reflecting its material importance to the company’s asset structure and production roadmap.

mergers-acquisitions investment game-development+1

PlayWaySept 2020

Legal

Raport bieżący nr 33/2020

The management board of PlayWay S.A. announced the formal establishment of a new subsidiary, Purple Frog Sp. z o.o., headquartered in Milanówek, Poland, on September 14, 2020. This strategic move expands the parent company’s extensive ecosystem of development studios. The newly formed entity operates with an initial share capital of 10,000 PLN, divided into 200 shares with a nominal value of 50 PLN each. PlayWay S.A. holds a minority stake in the venture, having acquired 49 shares for a total contribution of 2,450 PLN, representing 24.5% of the company’s share capital. The remaining 151 shares, or 75.5% of the equity, are held by the development team and an external investor. This ownership structure reflects a collaborative model where the development team maintains a significant stake while the external investor provides the necessary capital to fund the studio’s first original production. This corporate action follows the standard operational strategy of the Polish gaming sector, where larger publishers foster smaller, specialized studios to diversify their portfolio. The establishment of Purple Frog Sp. z o.o. signifies the commencement of a specific development project backed by dedicated financing, though the specific title or genre of the debut production remains undisclosed at the time of incorporation. The transaction was conducted in accordance with market regulations regarding the disclosure of inside information.

mergers-acquisitions investment europe+1

PlayWaySept 2020

Legal

Raport Bieżący Nr 32/2020

The establishment of Septarian Games S.A. on September 9, 2020, marks a strategic expansion for PlayWay S.A. within the Polish game development sector. Headquartered in Warsaw, the new joint-stock company was formed with an initial share capital of 105,000 PLN, divided into 1,050,000 shares. PlayWay S.A. maintains a dominant position in the venture, holding 770,000 Series A shares, which represents a 73.33% stake in the share capital. The remaining ownership is distributed between developers, who hold 21.91% of the capital, and external investors, who contributed 1,000,000 PLN for a 4.76% stake via Series B shares. The primary objective of Septarian Games S.A. is the production of four specific PC titles: Combat Engineer, Post Apocalyptic Builder, Fort Renovator, and Apollo 13. This formation follows a previous corporate action from July 2020 involving a limited liability company of the same name. Under the new organizational structure, the original limited liability entity will undergo a name change and be assigned a different development team, effectively separating the new joint-stock company’s project pipeline from previous arrangements. This corporate development reflects PlayWay’s broader business model of incubating specialized development studios to manage diverse portfolios of simulation and builder-style games. The financial structure highlights a significant premium paid by external investors, as their 5,000 PLN nominal value contribution required a 1,000,000 PLN investment. This move underscores the ongoing consolidation and structured growth of the Polish gaming industry during the third quarter of 2020, focusing on niche simulation titles for the global market.

mergers-acquisitions investment game-publishing+2

PlayWaySept 2020

Legal

Raport Bieżący Nr 31/2020

PlayWay S.A. has successfully completed the acquisition of a 100% stake in EastTransfers S.A., a Warsaw-based entity, marking a strategic expansion of its corporate portfolio. The transaction involved the purchase of 100,000 Series A shares from three individual shareholders for a total consideration of 100,000 PLN. This acquisition, finalized on September 2, 2020, represents a full takeover of the target company’s equity, integrating it entirely into the broader PlayWay ecosystem. The primary strategic objective behind this acquisition is the transformation of EastTransfers S.A. into a dedicated game development studio. By repurposing the acquired corporate structure, PlayWay intends to establish a new internal development team to bolster its production capabilities. This move aligns with the company’s established business model of incubating and scaling multiple development units to diversify its gaming output and manage various intellectual properties simultaneously. This corporate action was disclosed in compliance with Article 17, Paragraph 1 of the Market Abuse Regulation, which governs the release of inside information that could impact investor decisions. The scope of the transaction is localized to the Polish market, specifically within the Warsaw corporate sector, and reflects PlayWay’s ongoing strategy of aggressive growth through the acquisition and repurposing of existing legal entities to serve as foundations for new creative projects. The acquisition underscores a low-cost entry strategy for expanding technical and creative infrastructure within the competitive video game industry.

mergers-acquisitions investment europe+1

PlayWaySept 2020

Legal

Rejestracja zmiany Statutu PlayWay S.A

This regulatory notification details the formal registration of amendments to the Articles of Association for PlayWay S.A., a prominent Polish video game developer and publisher. The changes were officially registered on August 3, 2020, by the District Court for the Capital City of Warsaw, following a resolution passed during the Ordinary General Meeting on June 15, 2020. These updates primarily focus on modernizing corporate governance structures and enhancing operational flexibility for the company’s governing bodies. Key structural changes include the expansion of the Supervisory Board, which is now defined as consisting of five to seven members, with the specific number determined by the General Meeting. A significant procedural addition allows the Supervisory Board to co-opt new members via resolution if the board's size falls below the legal minimum during a term, subject to later approval by the General Meeting. Furthermore, the amendments broaden the geographical scope for hosting General Meetings, permitting them to take place at the company’s headquarters, in Hornówek, or at the seat of the stock exchange. The amendments also introduce comprehensive provisions for remote governance. Members of the Supervisory Board are now explicitly permitted to participate in meetings and cast votes using means of direct remote communication. This includes the ability to adopt resolutions in writing or via electronic platforms, even for matters requiring a secret ballot, provided no member objects. These updates reflect a shift toward digital integration in corporate administration, ensuring that the company can maintain legal and operational continuity through remote decision-making processes. Finally, the board's responsibilities were clarified to include the selection of audit firms for both individual and consolidated financial statements.

mergers-acquisitions game-publishing europe+1

PlayWayAug 2020

Legal

Poprzednie Brzmienie Zmienionych Postanowień Statutu Spółki

The corporate governance framework of the entity underwent significant structural revisions, specifically targeting the operational protocols of the General Meeting, the Supervisory Board, and the Management Board. These amendments reflect a transition toward modernizing administrative procedures and aligning with public company standards. A primary focus of the changes involved the location of General Meetings, which were previously restricted to the company’s headquarters or the seat of the stock exchange operator should the company become public. This indicates a strategic preparation for potential or existing public market participation. The Supervisory Board's composition and procedural flexibility were also central to these updates. Prior to the changes, the board was fixed at five members and operated under strict meeting protocols. The previous regulations allowed for remote voting and written resolutions, provided all members were notified of the draft content, but maintained specific restrictions on voting via proxy for matters introduced during a meeting or for the election of the Chairperson. Furthermore, the board held the explicit authority to select the statutory auditor for financial statements, a standard oversight function that has been refined through these statutory modifications. Administrative timelines and reporting obligations were also streamlined, notably through the removal of specific clauses regarding the Management Board's reporting window. Previously, the Management Board was required to submit an annual activity report to the Supervisory Board within three months of the fiscal year's end. By documenting these previous versions of the statutes, the entity establishes a clear legal baseline for its evolving governance structure, ensuring compliance with the Commercial Companies Code while adapting its internal regulations to better suit the demands of the contemporary corporate and regulatory environment.

mergers-acquisitions investment poland

PlayWayAug 2020