PlayWay

Game Co.

375 documents

Documents

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

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.

europe investment mergers-acquisitions+1

PlayWayFeb 2026

Legal

Current Report ESPI No. 2/2026: Registration of Share Capital Increase and Statute Amendments

PlayWay S.A., a prominent Polish game developer and publisher, officially registered an increase in its share capital on February 17, 2026. This corporate action, finalized by the District Court for the Capital City of Warsaw, involved raising the share capital from 660,000.00 PLN to 666,600.00 PLN. The increase was achieved through the issuance of 66,000 Series J ordinary bearer shares, each carrying a nominal value of 0.10 PLN. This issuance effectively exhausts the company's remaining authorized capital, leaving the balance of target capital at zero. The capital expansion was executed under the framework of authorized capital previously established by the Management Board in August 2025. A critical component of this issuance was the total exclusion of pre-emptive rights for existing shareholders, a move intended to facilitate the dematerialization of the new shares and streamline the capital raising process. Following this registration, the total number of shares across all series—ranging from Series A through Series J—amounts to 6,666,000, with each share corresponding to one vote at the General Meeting. Beyond the financial adjustments, the registration necessitated formal amendments to the company’s Articles of Association, specifically regarding the wording of Paragraph 6 to reflect the new capital structure. This regulatory filing serves as a formal notification to the market and relevant financial authorities, ensuring transparency regarding the company’s equity structure and voting rights. The action concludes a process initiated in late 2025 and solidifies the company's current financial standing within the Polish capital market.

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PlayWayFeb 2026

Legal

Current Report ESPI No. 1/2026: Schedule for Periodic Report Publication in 2026

The Management Board of PlayWay S.A., a prominent Polish game developer and publisher, has established the official schedule for the publication of its periodic financial results for the 2026 fiscal year. This disclosure serves to fulfill regulatory transparency requirements for entities listed on the Warsaw Stock Exchange, ensuring that investors and stakeholders are informed of the specific dates when the company’s financial health and operational performance will be made public. The reporting cycle begins with the release of the separate and consolidated annual reports for the 2025 fiscal year, scheduled for April 30, 2026. Subsequent quarterly performance will be disclosed through the consolidated report for the first quarter of 2026 on May 29, 2026, followed by the third-quarter consolidated report on November 27, 2026. The mid-year financial standing will be detailed in the consolidated semi-annual report, which is set for publication on September 25, 2026. In accordance with Polish financial regulations, the company has elected to streamline its reporting process by omitting the publication of quarterly reports for the fourth quarter of 2025 and the second quarter of 2026. Furthermore, PlayWay S.A. will utilize regulatory provisions that allow for the inclusion of condensed separate financial information within its consolidated quarterly and semi-annual reports. Consequently, the company will not issue independent separate quarterly or semi-annual reports, focusing instead on integrated consolidated disclosures to provide a comprehensive view of the group's financial position throughout the 2026 calendar year.

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PlayWayJan 2026

Legal

Powiadomienie o Transakcji/Transakcjach, o Którym Mowa w Art. 19 Ust. 1 Rozporządzenia MAR

The filing serves to comply with Article 19(1) of the Market Abuse Regulation by disclosing the acquisition of financial instruments by a senior executive of PCF Group S.A. The disclosed party, Sebastian Wojciechowski, holds the position of President of the Board and is identified as a person performing managerial duties. The notification records the execution of call‑option contracts granted under the company’s employee motivation program, classified under the instrument code PLPCFGR00010. Two separate transactions are reported. On 20 October 2025, call options were issued outside any regulated trading system for a total volume of 87 500 units at a nominal price of zero Polish zloty per unit. A second issuance on the same day involved 337 500 units, also at a zero price, bringing the cumulative volume for that date to 425 000 options. A further transaction dated 21 October 2025, likewise executed off‑exchange, is listed without a specific volume, indicating continuation of the same program. All transactions are recorded as “Zawarcie umów opcji call z uczestnikami programu motywacyjnego,” confirming they are contractual agreements rather than market trades. The scope is limited to PCF Group S.A., a Polish joint‑stock company identified by LEI 25940056N1CJFGQY3909, and covers a narrow two‑day period in October 2025. No sampling or survey methodology is involved; the information is a statutory disclosure of internal option grants to a senior manager, intended to ensure market transparency under MAR requirements.

investment mergers-acquisitions europe+1

PCF GroupOct 2025

Legal

Raport Bieżący ESPI Nr 14 /2025

PlayWay S.A., a prominent Polish game developer and publisher, officially confirmed the registration of amendments to its Articles of Association by the District Court for the Capital City of Warsaw on October 2, 2025. This administrative milestone follows a resolution passed during the Ordinary General Meeting held on June 30, 2025. The registration by the National Court Register validates the structural and legal updates initiated by the company’s shareholders earlier in the year, ensuring the corporate bylaws are aligned with current strategic or regulatory requirements. The scope of this action is centered on the corporate governance framework of the Warsaw-based entity, which operates as a major hub for numerous development studios within the global gaming industry. While the specific internal mechanics of the statutory changes were not detailed in the summary text, the formalization of these amendments represents a completed legal process necessary for the company’s continued compliance with Polish commercial law. The notification was issued in accordance with the Act on Public Offering and the conditions for current and periodic information provided by securities issuers. This corporate update reflects the ongoing administrative management of a publicly traded company on the Warsaw Stock Exchange. By securing the court’s registration, PlayWay S.A. has finalized the implementation of Resolution No. 26, providing a unified text of the updated statutes for transparency. The process underscores the legal formalities required for major industry players to maintain their organizational structure and governance standards within the European regulatory environment during the 2025 fiscal period.

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PlayWayOct 2025

Legal

Raport Bieżący ESPI Nr 15/2025

PlayWay S.A. issued a formal notification regarding a transaction involving its company shares conducted by a person discharging managerial responsibilities. The disclosure, released in October 2025, serves to fulfill regulatory transparency requirements under Article 19 of the European Union’s Market Abuse Regulation. This specific filing confirms that the company received a formal notification from Krzysztof Kostowski, who serves as the President of the Management Board, detailing his recent trading activity involving the issuer's equity. The scope of this disclosure is focused on the internal governance and financial transparency of the Warsaw-based game development and publishing group. While the summary report confirms the occurrence of the transaction on October 2, 2025, it functions as a legal bridge to the detailed notification required by market regulators. Such filings are standard practice for publicly traded entities on the Warsaw Stock Exchange to ensure that investors are informed of the investment behaviors of top-level executives, which can often serve as an indicator of internal confidence or liquidity needs. The methodology for this disclosure follows the standardized ESPI reporting system used by Polish listed companies to disseminate price-sensitive information. By adhering to the Market Abuse Regulation framework, the company ensures that all stakeholders have equal access to information regarding changes in the shareholding structure among its leadership. This specific announcement underscores the ongoing regulatory compliance of PlayWay S.A. within the broader European financial market landscape, focusing specifically on the actions of its primary executive leadership during the final quarter of 2025.

investment mergers-acquisitions game-publishing+1

PlayWayOct 2025

Legal

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

Legal

ESPI Current Report No. 16/2025

PlayWay S.A. announced the successful completion of its Series J share subscription on September 30, 2025. This issuance was conducted as part of the company’s 2023–2025 Incentive Program for Management Board members, specifically addressing the settlement for the 2024 financial year. The transaction involved the private subscription of 66,000 ordinary bearer shares by Krzysztof Kostowski, the President of the Management Board. The shares were issued at a nominal price of 0.10 PLN per share, resulting in a total subscription value of 6,600 PLN. All shares were acquired through cash contributions. The issuance was executed under the authority of the Management Board to increase share capital within authorized limits, which included the total exclusion of pre-emptive rights for existing shareholders. The total costs associated with the issuance amounted to 9,010 PLN, which exceeded the total value of the shares issued. These costs included 1,015 PLN for offer preparation and 7,995 PLN for registration and listing fees. Consequently, the average cost per share for the subscription was approximately 0.14 PLN. PlayWay S.A. confirmed that these expenses would be accounted for as a reduction in the company’s supplementary capital. No costs were incurred for underwriting, prospectus preparation, or promotional activities, as the offer was directed solely to a single internal participant.

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PlayWayOct 2025

Legal

Raport Bieżący ESPI Nr 13/2025

PlayWay S.A. has formalized the issuance of new equity to its leadership as part of a structured incentive program designed to align executive compensation with corporate performance. On September 30, 2025, the company entered into an agreement with Krzysztof Kostowski, the President of the Management Board, for the subscription of 66,000 Series J ordinary bearer shares. These shares were issued at a nominal price of 0.10 PLN per share, following a board resolution passed in August 2025 to increase the share capital within the limits of the authorized capital. This issuance specifically excluded pre-emptive rights for existing shareholders to facilitate the direct allocation of equity to key management personnel. The transaction serves as the final execution phase of the Management Board Incentive Program originally established by the General Meeting in June 2023 and subsequently amended in June 2024. The allocation of these shares is tied to the settlement of the incentive program for the 2024 fiscal year. To ensure long-term commitment and stability, the agreement includes a mandatory lock-up period. The President of the Management Board is prohibited from selling any of the newly acquired Series J shares for a duration of 24 months from the date of the subscription agreement. This corporate action reflects the ongoing governance strategy of the Warsaw-based game developer and publisher, focusing on internal equity-based rewards rather than external market acquisitions. The scope of the disclosure is limited to the internal capital structure of PlayWay S.A. and its executive leadership. By utilizing authorized capital and removing pre-emptive rights, the company has streamlined the process of rewarding its top executive while ensuring that the newly issued shares remain held by leadership for at least two years, thereby signaling confidence in the company’s future valuation to the broader market.

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PlayWaySept 2025

Legal

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.

investment mergers-acquisitions poland

PlayWayAug 2025

Legal

PlayWay S.A. Articles of Association Amendment (August 2025)

The corporate governance structure of PlayWay S.A. underwent a formal adjustment following a resolution passed by the Management Board on August 29, 2025. This action primarily concerns an increase in the company’s share capital through the utilization of authorized capital. A critical component of this financial restructuring is the total exclusion of preemptive rights for existing shareholders, allowing the company to issue new shares directly to targeted investors or through specific capital-raising mechanisms. The revised Article 6 of the Articles of Association establishes the new share capital at 666,600.00 PLN. This capital is divided into 6,666,000 ordinary bearer shares, each maintaining a nominal value of 0.10 PLN. The issuance is categorized into ten distinct series, ranging from Series A through Series J. While the earlier series represent the bulk of the equity—specifically Series A and B at 1,500,000 shares each—the most recent Series J consists of 66,000 shares, representing the incremental growth resulting from this specific board resolution. Beyond the capital increase, the resolution mandates the dematerialization of the newly issued shares to ensure compliance with modern trading standards on the Polish capital market. This administrative shift aligns the company’s legal framework with its current financial status, providing a clear breakdown of the share series distribution. The scope of these changes is limited to the internal legal statutes of PlayWay S.A., a major player in the Polish game development and publishing sector, reflecting its ongoing strategy for capital management and corporate expansion in the mid-2025 period.

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PlayWayAug 2025

Legal

Raport Bieżący ESPI Nr 12/2025

PlayWay S.A. has initiated a formal increase in share capital through the issuance of Series J ordinary bearer shares, a move executed by the Management Board under the authority of the company’s authorized capital provisions. This corporate action, finalized on August 29, 2025, serves as the primary mechanism for settling the 2024 fiscal year requirements of the Incentive Program for Management Board members. The issuance involves the creation of 66,000 new shares with a nominal value of 0.10 PLN each, resulting in a total capital increase of 6,600 PLN. The scope of this issuance is strictly limited to a private subscription directed toward a single individual, Krzysztof Kostowski, the President of the Management Board. Because the offer is restricted to one person, it does not constitute a public offering under European Union regulations, thereby exempting the company from the requirement to publish a formal prospectus. The issue price for these shares has been set at their nominal value of 0.10 PLN per share, in accordance with the specific terms established by the General Meeting of Shareholders in previous resolutions regarding the incentive scheme. This capital adjustment also necessitates a formal amendment to the company’s articles of association and the subsequent dematerialization of the new shares. The decision was made with the prior consent of the Supervisory Board, which approved the exclusion of pre-emptive rights for existing shareholders to facilitate the targeted issuance. This strategic move aligns the company’s executive compensation structure with its long-term incentive goals while maintaining compliance with the Polish Commercial Companies Code and market transparency requirements.

investment mergers-acquisitions poland

PlayWayAug 2025