11 bit studios

Organization

230 documents

Documents

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.

europe game-publishing market-analysis+1

PlayWayOct 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

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

Financial

Annual Report of 11 bit studios S.A. for 2015

The 2015 fiscal year marked a transformative period for 11 bit studios S.A., characterized by record-breaking financial performance and a formal transition to International Financial Reporting Standards (IFRS). Sales revenue climbed to 22.7 million PLN, a significant increase from 15.6 million PLN in 2014, while net profit rose to 12.8 million PLN. This growth was primarily driven by the sustained global commercial success of This War of Mine across major digital distribution platforms such as Steam, Apple, and Google. The company’s liquidity position strengthened remarkably, with cash reserves increasing from 7.64 million PLN to 22.93 million PLN by year-end. The adoption of IFRS necessitated substantial balance sheet adjustments, most notably the reclassification of 4.86 million PLN in development costs from inventories to intangible assets. The company maintains a rigorous accounting policy for game production, capitalizing development costs and amortizing completed titles over 12 to 18 months, while proprietary game engines are amortized over 36 months. Despite writing off approximately 175,000 PLN for abandoned projects, the company continued heavy investment in its technological infrastructure and future pipeline, ending the year with 6.39 million PLN in intangible assets. Operating within a single business segment of game production, the company remains exposed to significant currency risk, as the majority of its revenue is generated in USD while its functional currency is the Polish złoty. Beyond operational achievements, the period saw the implementation of an employee stock option program and a management incentive scheme tied to financial targets. Following the close of the fiscal year, the company expanded its market reach with the January 2016 console launch of This War of Mine: The Little Ones, signaling a continued strategy of platform diversification and brand extension.

investment market-analysis poland

11 bit studiosJun 2016

Legal

11 bit studios S.A. Corporate Governance Compliance Statement (WSE Best Practices 2016)

11 bit studios S.A. demonstrates a high level of alignment with the corporate governance standards established for the Polish capital market, though it maintains specific, intentional deviations based on cost-benefit analyses and strategic priorities. The company’s governance framework emphasizes a clear division of responsibilities between the Management and Supervisory Boards, prioritizing transparency in investor relations and strict adherence to internal audit and risk management protocols. While the company supports diversity and independence within its leadership structures, it currently opts out of several technical and linguistic recommendations, such as providing video transmissions of general meetings or maintaining a comprehensive English-language website, citing high implementation costs and a lack of significant shareholder demand. Shareholder relations are characterized by a focus on long-term growth over immediate capital distribution, as evidenced by a five-year suspension of dividend payments to fund strategic investments. Although the company facilitates shareholder participation through traditional means, it rejects the implementation of real-time electronic voting or bilateral communication during general meetings. Furthermore, while conflict-of-interest procedures and oversight of related-party transactions remain robust, the company does not fully comply with formal remuneration reporting standards. It has declined to establish a dedicated remuneration committee or a comprehensive remuneration policy report, choosing instead to provide only partial disclosures within its periodic activity reports. The scope of these governance practices reflects the company’s status as a listed entity on the Warsaw Stock Exchange during the 2016 fiscal period. The overall strategy balances the necessity of regulatory compliance with the practicalities of a growth-oriented business model. By maintaining rigorous internal controls and supervisory oversight while bypassing certain non-mandatory technical recommendations, the company aims to protect corporate interests and ensure operational efficiency without incurring what it deems unnecessary administrative expenses.

investment europe market-analysis+2

11 bit studiosJan 2016

Legal

Minutes of the Extraordinary General Meeting — 11 bit studios S.A. (December 2015)

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.

mergers-acquisitions europe investment+1

11 bit studiosDec 2015

Legal

Draft Resolutions for the Extraordinary General Meeting — 11 bit studios S.A. (December 2015)

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.

game-publishing investment mergers-acquisitions+2

11 bit studiosDec 2015

Legal

Minutes of the Ordinary General Meeting — 11 bit studios S.A. (June 2015)

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.

mergers-acquisitions investment game-publishing+2

11 bit studiosJun 2015

Legal

Draft Resolutions for the Ordinary General Meeting — 11 bit studios S.A. (June 2015)

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.

investment europe game-publishing+1

11 bit studiosJun 2015

Financial

Annual Report of 11 bit studios S.A. for 2014

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.

investment europe game-publishing+1

11 bit studiosJun 2015

Legal

Board Members Curriculum Vitae — 11 bit studios S.A.

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.

game-development employment europe+1

11 bit studiosMay 2015

Legal

Selected Financial Data and Projections 2011–2013 — 11 bit studios S.A.

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.

market-forecast investment game-publishing+1

11 bit studiosMay 2015