11 bit studios

The protocol details the proceedings and resolutions of the Extraordinary General Meeting of 11 bit studios S.A., held on December 17, 2015, at the company’s headquarters in Warsaw, Poland. The primary purpose of the meeting was to formalize administrative appointments, establish compensation for the Supervisory Board, and implement specific amendments to the Company’s Articles of Association. The meeting was attended by shareholders representing 607,652 shares, accounting for 27.41% of the share capital. All resolutions were passed unanimously with 100% of the present votes in favor and no abstentions or opposing votes.

Key administrative outcomes included the appointment of Bartosz Brzostek and Martin Balawajder to the Scrutiny Committee and the election of Grzegorz Miechowski as the Chairman of the General Meeting. A significant financial resolution established the annual gross remuneration for the Supervisory Board, setting 15,000 PLN for the Chairman, 10,000 PLN for the Vice-Chairman, and 5,000 PLN for other members.

The meeting also approved three major amendments to the corporate statutes. Resolution 6/2015 officially identified Grzegorz Miechowski, Bartosz Brzostek, Przemysław Marszał, and Michał Drozdowski as the company’s founders. Subsequent resolutions redefined the competencies of the General Meeting and the Supervisory Board, specifically regarding financial reporting, profit distribution, and the acquisition of other business entities. The Supervisory Board was further empowered to approve real estate transactions and significant debt obligations. Finally, the Board was authorized to adopt a consolidated text of the amended Articles of Association to reflect these changes.

These draft resolutions outline the formal agenda and proposed corporate actions for the Extraordinary General Meeting of 11 bit studios S.A., scheduled for December 17, 2015, in Warsaw. The primary purpose of the meeting is to formalize administrative procedures, adjust the company’s governing statutes, and establish compensation frameworks for oversight bodies.

The proposed resolutions begin with procedural mandates, including the declassification of the Ballot Committee election, the appointment of committee members and a meeting Chairperson, and the formal adoption of the agenda. A significant portion of the meeting is dedicated to determining the remuneration for the Supervisory Board. The proposed framework establishes gross annual compensation for the Chairperson, Vice-Chairperson, and regular members, with payments to be made proportionally if a term is shorter than one year.

Substantial amendments to the Company’s Statutes are also presented. These include a formal declaration identifying Grzegorz Miechowski, Bartosz Brzostek, Przemysław Marszał, and Michał Drozdowski as the company’s founders. Further amendments clarify the division of powers between the General Meeting and the Supervisory Board. Under the new terms, the General Meeting retains authority over financial statement approval, profit distribution, and the acquisition of interests in other entities. Meanwhile, the Supervisory Board is granted specific competencies regarding the appointment of Management Board members, the selection of auditors, and the approval of real estate transactions or significant financial liabilities exceeding the company's asset value.

The scope of these resolutions is limited to the internal governance of 11 bit studios S.A. as of late 2015. The methodology follows standard Polish commercial law requirements, specifically citing the Commercial Companies Code. The final resolution authorizes the Supervisory Board to adopt a consolidated text of the amended Statutes to reflect all approved changes.

The Ordinary General Meeting of 11 bit studios S.A., held on June 26, 2015, established a strategic and financial roadmap for the company following a successful 2014 fiscal year. Shareholders representing 35.71% of the share capital approved financial statements reporting a net profit of 9,235,663.36 PLN and a balance sheet total of 21,515,856.70 PLN. In a move to strengthen the company’s financial position, the assembly voted unanimously to allocate the entirety of the 2014 net profit to reserve capital rather than distributing dividends.

A primary objective of the proceedings was the formalization of corporate governance and the preparation for increased market visibility. The assembly approved the transition to International Financial Reporting Standards (IFRS/IAS) effective January 1, 2015, a necessary step for the company’s planned move to the regulated market of the Warsaw Stock Exchange. To support this transition, shareholders authorized the pursuit of trading admissions for share series A through F and adopted comprehensive new regulations for General Meetings and Audit Committee operations.

Governance structures were further refined by delegating Audit Committee responsibilities to the five-member Supervisory Board, as permitted under Polish law. This mandate includes rigorous monitoring of financial reporting, internal controls, and auditor independence. The meeting concluded with the unanimous discharge of all Management and Supervisory Board members for their 2014 performance, signaling strong shareholder confidence in the company’s leadership and its strategic pivot toward more stringent reporting standards and public market expansion.

The 2014 fiscal year for 11 bit studios S.A. concluded with a strategic pivot toward institutional growth and enhanced financial transparency. Central to this transition was the decision to allocate the entirety of the 2014 net profit to reserve capital, reinforcing the company’s internal funding for future development. This period also marked the formal discharge of the Management and Supervisory Boards, signaling shareholder approval of the company’s operational performance and governance during a pivotal year in its corporate history.

A primary objective for the company involves the transition from alternative trading platforms to the main floor of the Warsaw Stock Exchange. To facilitate this, the company authorized the admission of share series A through F to regulated trading, contingent upon the filing of a formal prospectus. This move necessitates a shift in accounting practices, specifically the adoption of International Financial Reporting Standards (IFRS/IAS) for both the individual company and its capital group effective January 1, 2015. These measures align the firm’s reporting with global benchmarks required for major market listings.

To support this increased regulatory burden, the five-member Supervisory Board assumed the functions of an Audit Committee. This body is tasked with rigorous oversight of financial reporting, internal risk management systems, and the independence of external auditors. By integrating these oversight functions directly into the board’s mandate, the company established a framework for heightened fiscal accountability and compliance. These structural changes collectively prepare the organization for the increased scrutiny and liquidity associated with a regulated public market environment.

The 2014 fiscal year marked a transformative period for 11 bit studios S.A., characterized by record-breaking financial performance and a strategic expansion of its business model. The primary driver of this growth was the global success of the title This War of Mine, which recouped its production costs within two days of its November debut and propelled the company to its fourth consecutive year of profitability. Annual revenue surged by 210% to 17.68 million PLN, while net profit experienced a nearly tenfold increase to 9.24 million PLN. This performance resulted in a net return on equity of 119% and a significantly strengthened balance sheet, with total assets rising to 21.52 million PLN and short-term investments doubling to 7.6 million PLN.

The company’s operations are heavily international, with foreign sales accounting for approximately 96% of total revenue. This global footprint introduces significant exposure to currency fluctuations, particularly as 80-90% of income is generated in USD. Beyond internal game development, the company diversified its revenue streams by launching the "11 bit launchpad" publishing initiative and the "Games Republic" digital distribution platform. While these new ventures face intense competition from crowdfunding and self-publishing trends, they represent a shift toward a multi-faceted gaming ecosystem. To support long-term growth, the company implemented a three-year incentive program for employees tied to consolidated revenue and income targets.

Audited by Deloitte Polska, the financial statements confirm a robust cash position that eliminates the need for external financing in the immediate future. Strategic focus has shifted toward the mobile adaptation of flagship titles and the development of the upcoming project Industrial, which was rescheduled to 2016 to prioritize product quality. Despite the abandonment of two minor projects and the inherent risks of rising development budgets, the company maintained high standards of corporate governance and transparency on the NewConnect market, signaling a mature phase of corporate evolution following its initial debut period.

Financial projections for 11 bit studios S.A. between 2011 and 2013 indicate a period of aggressive expansion and increasing profitability within the digital entertainment sector. The primary objective of these forecasts is to outline the anticipated growth trajectory for net sales revenues and bottom-line earnings over a three-year horizon. Total net revenues are expected to rise from 4.36 million PLN in 2011 to 12.7 million PLN by 2013, representing a significant compound growth rate. This upward trend is particularly pronounced in the final year of the forecast, where annual revenue growth is projected to accelerate to 92.48% following a more moderate 51.4% increase in 2012.

The data highlights a robust correlation between product sales and overall net profit. While net profit is estimated at 1.33 million PLN for 2011, it is expected to more than triple to 4.57 million PLN by the end of 2013. This surge is characterized by a massive 162.27% year-over-year increase in net income during the final period. Net profitability margins show some volatility, starting at a high of 46.4% in 2011 before dipping to 27.25% in 2012 and recovering to 41.47% in 2013. These fluctuations likely reflect the cyclical nature of game development cycles and the timing of major product releases.

The scope of these figures is limited to the internal financial performance of the Polish studio, focusing specifically on net sales of products and changes in product inventories. By 2013, the revenue from product sales alone is expected to reach 11.03 million PLN, serving as the primary engine for the company's valuation. These projections suggest a strategic transition from early-stage development toward a high-output commercial phase, positioning the studio for substantial scaling within the global gaming market.

This corporate report details the successful completion of a private subscription for Series E common bearer shares by 11 bit studios S.A. following a resolution passed by the General Shareholders' Meeting on June 22, 2012. The primary objective of the issuance was to increase the company's share capital through a private placement directed at specific investors, while simultaneously waiving the pre-emptive rights of existing shareholders.

The subscription period commenced on June 22, 2012, and concluded on July 27, 2012. During this timeframe, the company entered into six share subscription agreements between July 25 and July 26. While the initial offering allowed for a maximum of 400,000 shares, the final results show that 305,500 shares were actually subscribed. Each share, with a nominal value of 0.10 PLN, was issued at a price of 9.00 PLN, resulting in total gross proceeds of 2,749,500 PLN for the company.

The issuance was conducted without the involvement of underwriters and did not require a reduction in subscriptions. Total costs associated with the offering amounted to 42,386 PLN, which included 20,000 PLN for preparation and execution, 20,500 PLN for advisory and documentation services, and 1,886 PLN for notary and stamp duties. These costs are accounted for as deferred expenses and will be settled against the company's capital in accordance with Polish accounting laws. The report was prepared in compliance with the regulations of the Alternative Trading System, where the company's securities are listed.

Piotr Sulima is a seasoned business development professional and consultant with extensive experience in the Polish technology, telecommunications, and information services sectors. His career trajectory demonstrates a consistent focus on management and strategic growth, culminating in the establishment of Dyna Consulting in 2012. Prior to launching his own firm, he held high-level positions including Business Development Director and Proxy for Chronos Consulting Polska, a subsidiary of the Coberon-Chronos Group recognized in Deloitte’s Technology Fast 500 EMEA. His professional background also includes management roles at Network Technologies Polska, Polish News Bulletin Co., and Akces-Benefit, where he specialized in sales and e-learning solutions.

The educational profile of this professional is rooted in management and international relations, featuring an MBA from the University of Illinois at Urbana-Champaign and the Lublin University of Technology. He has pursued doctoral studies in management at the Warsaw School of Economics and holds a Master’s degree in International Relations from the University of Warsaw. This academic foundation is supplemented by specialized training in sales coaching and electronic information services conducted in international hubs such as London, Vienna, and Paris.

Beyond executive roles, the subject has maintained significant involvement in corporate governance and social initiatives. He has served as the Vice Chairman of the Supervisory Board for Grupa SMT SA and held leadership positions in student organizations, including the Independent Students' Association. His technical proficiency spans multiple operating systems and office suites, while his linguistic capabilities include fluency in English and basic knowledge of German and Russian. His diverse professional and personal interests, ranging from motorcycle touring to skydiving, reflect a profile of a highly active and multi-disciplinary leader within the Polish business landscape.

The Board of Directors of 11 bit studios S.A., headquartered in Warsaw, issued a formal notice on May 29, 2015, convening an Ordinary General Meeting of Shareholders scheduled for June 26, 2015. The primary purpose of the meeting is to conduct standard annual corporate governance tasks, including the review and approval of the Management Board's activity report and the financial statements for the 2014 fiscal year. Additionally, the agenda includes critical strategic resolutions regarding the distribution of 2014 profits and the pursuit of admission for the company’s securities to be traded on the regulated market of the Warsaw Stock Exchange.

The meeting's scope covers several significant administrative and regulatory transitions. Key agenda items involve the adoption of International Financial Reporting Standards (IFRS) for both the company and its capital group, the establishment of an Audit Committee, and the adoption of new Rules of Procedure for the General Meeting. At the time of the announcement, the company’s share capital consisted of 2,217,199 shares across series A through E, representing an equal number of votes.

Participation is restricted to shareholders registered as of June 10, 2015, which serves as the official Record Date. Shareholders must request a formal certificate of participation from their securities account providers by June 11, 2015. The document outlines rigorous procedural requirements for shareholder participation, including the right to propose resolutions or agenda items for those holding at least one-twentieth of the share capital. While the company allows for electronic communication and proxy voting via PDF documentation, the company’s statutes specifically exclude the possibility of participating, speaking, or voting through electronic communication means during the meeting itself. All proceedings are governed by the Polish Commercial Companies Code.

Jacek Czykiel serves as a member of the Supervisory Board, bringing extensive expertise in financial management, accounting, and corporate governance within the Polish market. His professional background is rooted in a solid educational foundation from the University of Warsaw, where he specialized in social economics and later completed postgraduate studies in corporate finance and accounting. His credentials include a formal qualification for the provision of bookkeeping services, established in the late 1990s.

The career trajectory of Jacek Czykiel demonstrates a long-term commitment to financial leadership, highlighted by his tenure as Financial Director at Beijer Ref Polska since 2000. His experience extends into the technology and auditing sectors, having served as a member of the Supervisory Board and Chairman of the Audit Committee for B3System. Additionally, his early career includes foundational roles at Ernst & Young and the Vocational Training Center in Białystok, providing him with a comprehensive understanding of both international accounting standards and local operational requirements.

Formal declarations confirm a clean regulatory and legal record over the preceding five-year period. There are no instances of fraud convictions, official public indictments, or sanctions from regulatory bodies or professional organizations. Furthermore, he has not been subject to judicial bans preventing him from serving as a member of administrative, management, or supervisory bodies for any issuer. His professional standing is further validated by the absence of any involvement in entities undergoing bankruptcy, liquidation, or receivership during his time as a senior manager or board member, ensuring a high standard of fiduciary reliability for the appointing entity.

The executive leadership of 11 bit studios S.A. is composed of a core group of industry veterans with extensive experience in the Polish game development sector, primarily stemming from their shared history at Metropolis Software. Grzegorz Miechowski serves as the President of the Management Board, bringing a background in computer science and management from the Wrocław University of Science and Technology. His career spans over three decades, including the founding of Metropolis Software House in 1993 and a directorship at Games Republic Ltd since 2014. Under his leadership, the board maintains a stable structure that has remained largely consistent since the company’s inception in 2009.

The technical and creative direction of the studio is managed by three additional board members who possess specialized expertise in technology, design, and art. Bartosz Brzostek, the Head of Technology, transitioned to the company after serving as a board member at Metropolis Software for eight years. Creative Director Michał Drozdowski provides design leadership, drawing from his previous roles as Lead Designer and Design Director. Similarly, Artistic Director Przemysław Marszał contributes an architectural background and executive experience from his tenure at Metropolis Software.

This leadership profile highlights a high degree of continuity and internal synergy within the Polish gaming industry. The management team’s collective experience covers the full spectrum of game production, from high-level corporate governance and subsidiary management to hands-on technical and artistic oversight. By maintaining a board composed of individuals who have worked together for nearly two decades, the studio leverages a deeply integrated management style focused on long-term stability and specialized industry knowledge.

During the 2013 fiscal year, 11 bit studios S.A. achieved its third consecutive year of profitability, characterized by a strategic transition from a pure development house to a diversified global publisher and distributor. While net sales revenue grew by 28% year-over-year to 4.3 million PLN—with total revenues reaching 5.75 million PLN—net profit saw a moderate decline to approximately 1.01 million PLN. This decrease in margin was primarily driven by a 44.9% rise in operating costs, largely attributed to increased personnel expenses and the simultaneous development of three major titles, including the high-profile project This War of Mine and Anomaly Defenders.

The company’s financial health remained robust, ending the year with 3.74 million PLN in cash reserves and total assets of 8.7 million PLN. A significant portion of these assets consisted of capitalized development costs and work-in-progress inventory, reflecting a heavy reinvestment of capital into future intellectual property. This internal funding capability allowed management to pursue 2014 operations without seeking external financing. To further stabilize its business model, the firm launched the "11 bit launchpad" publishing initiative and the "Games Republic" digital distribution platform, aiming to reduce reliance on third-party platforms and diversify revenue streams.

Operating primarily in the global market, the company generated over 93% of its revenue from foreign sales, creating significant exposure to currency fluctuations, particularly the USD/PLN exchange rate. Other identified risks included the inherent unpredictability of consumer demand and the technical challenges of securing approvals for closed console platforms. To mitigate these, the firm focused on cross-platform development for PC and mobile while utilizing internal training systems to address the shortage of specialized talent in the Polish labor market. Independent audits confirmed the company’s strong liquidity and compliance with Polish accounting regulations, maintaining a transparent corporate governance profile on the NewConnect exchange.