PlayWay

Game Co.

375 documents

Documents

Zyciorysy Czlonkow Zarzadu PlayWay S.A.

The leadership structure of PlayWay SA is defined by a management team with extensive experience in game development, distribution, and media relations within the Polish and global markets. Krzysztof Kostowski, the company’s President, has been a central figure in the industry for over twenty-five years. After establishing Play sp. z o.o. as a leading Polish game distributor between 2002 and 2011, he founded PlayWay SA to focus on high-quality production and the incubation of innovative development teams. Kostowski is credited with the conceptualization of the company’s most successful franchises, including Car Mechanic Simulator and House Flipper, and currently oversees a massive corporate ecosystem comprising over seventy subsidiary companies and multiple internal development teams. Supporting the executive leadership is Jakub Trzebiński, who has served as Vice President since 2016 and holds the dual roles of Chief Operating Officer and Chief Marketing Officer. Trzebiński’s background is rooted in marketing, public relations, and specialized journalism, having previously written for prominent industry publications such as CD-Action and Polygamia.pl. His responsibilities within the organization involve managing global brand integrations for major titles like Farm Expert, supervising production cycles, and identifying new development talent. Furthermore, his influence extends across the broader Polish gaming sector through past supervisory roles at Ultimate Games SA and Movie Games SA. Together, these executives manage a business model centered on rapid incubation and global scaling. The leadership’s methodology emphasizes a hands-on approach to the entire production pipeline, from initial game concepts and team assembly to international publishing. By 2020, this strategic direction solidified PlayWay’s position as a dominant force in the simulation genre and a prolific incubator for small to medium-sized development studios.

game-development marketing 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

Resolution No. 1 of the Extraordinary General Meeting of PlayWay S.A. (27 November 2020)

The Extraordinary General Meeting of PlayWay S.A., held on November 27, 2020, in Warsaw, resulted in the adoption of eight key resolutions governing the company’s corporate structure and asset management. The meeting saw high shareholder engagement, with participating shares representing approximately 84.6% of the total share capital. Beyond procedural appointments, the primary focus of the assembly was the strategic reorganization of specific intellectual property assets and the renewal of the company’s leadership mandates. A significant outcome of the meeting was the authorization to transfer organized parts of the enterprise to third-party entities. Resolution 4 approved the transfer of assets related to the mobile version of Car Mechanic Simulator 18 to Digital Melody Games. This transfer includes source code, intellectual property rights, and associated financial receivables. Resolution 5 granted the Management Board broad authority to transfer assets related to the Farm Manager franchise, specifically Farm Manager 2018 and the then-upcoming Farm Manager 2021. This authorization allows the board to negotiate terms, select third-party recipients, and potentially utilize these assets as non-cash contributions to other commercial companies. The assembly also addressed executive governance by reappointing the core leadership team for a new term. Krzysztof Kostowski was unanimously confirmed as President of the Management Board, and Jakub Władysław Trzebiński was reappointed as Vice President. Additionally, the Supervisory Board was expanded or amended through the appointment of Lech Klimkowski, a candidate proposed by shareholder ACRX Investments Limited. These resolutions ensure continuity in PlayWay’s management while facilitating the legal separation of specific game development projects into distinct corporate structures.

game-publishing 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

Raport bieżący nr 46/2020: Otrzymanie rezygnacji od Członka Rady Nadzorczej PlayWay S.A.

PlayWay S.A., a prominent Polish game developer and publisher, issued a formal corporate notification on November 27, 2020, regarding a significant change in its internal governance structure. The primary purpose of the communication is to announce the immediate resignation of Grzegorz Czarnecki from his position as a member of the Supervisory Board. This change became effective at the close of the business day on the date of the announcement, marking a transition in the oversight body of the Warsaw-based company. The resignation was submitted without an explicit statement of cause, which is a standard occurrence in corporate governance filings of this nature. The scope of this action is limited to the administrative and supervisory level of PlayWay S.A. and does not detail any immediate impact on the company’s operational game development or publishing activities. This personnel change is framed within the context of the Polish capital market regulations, specifically adhering to the Act on Public Offering and the conditions for providing current and periodic information by issuers of securities. The methodology for this disclosure follows the strict legal requirements set by the Minister of Finance regarding the transparency of public companies listed on the Warsaw Stock Exchange. By fulfilling these reporting obligations, the management board, led by CEO Krzysztof Kostowski, ensures that investors and regulatory bodies are kept informed of shifts in the composition of the company’s governing bodies. This event represents a specific moment in the company’s 2020 corporate history, reflecting the ongoing evolution of its leadership and supervisory personnel.

mergers-acquisitions investment market-analysis+1

PlayWayNov 2020

Legal

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

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

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