PlayWay

This regulatory report, issued by Warsaw-based game publisher PlayWay S.A. in July 2024, details the implementation of the company’s Incentive Program for Management Board members following the 2023 fiscal year. The primary purpose of the document is to confirm that the President of the Management Board, Krzysztof Kostowski, met the specific financial and operational performance criteria required to trigger the issuance of new incentive shares.

The findings highlight a significant year-over-year financial improvement for the company. PlayWay reported a net profit of 144,005,978.33 PLN for 2023, a substantial increase from the 114,800,486.21 PLN earned in 2022. Beyond financial metrics, the program required the fulfillment of operational milestones, specifically the acquisition of at least five new, original game projects. The report confirms these targets were met through the addition of Medieval Farmer Simulator, Holstin, Noble's Life: Kingdom Reborn, Heavy Duty Construction, and Flight Catastrophe to the company's portfolio.

As a result of meeting these conditions, the Supervisory Board approved the issuance of 66,000 new ordinary bearer shares to Krzysztof Kostowski at an issue price of 0.10 PLN per share. To ensure long-term alignment with shareholder interests, the participant is bound by a 24-month lock-up period, during which the newly acquired shares cannot be sold. The Management Board is scheduled to adopt a formal resolution to increase the share capital within 30 days of this announcement to finalize the share allotment.

Krzysztof Kostowski, the CEO of PlayWay S.A., has formally waived his right to participate in the company’s incentive program for the 2023 fiscal year. This legal declaration, executed in July 2024, follows the confirmation by the Supervisory Board that the performance conditions required for the issuance of new shares had been met. Despite being the sole member of the Management Board eligible for the award, the executive opted to relinquish his entitlement to the specified equity compensation.

The waiver specifically covers the right to receive an offer for and subsequently subscribe to 66,000 new ordinary bearer shares. These shares carry a nominal value of 0.10 PLN each. The decision was made in accordance with the regulations established by the Ordinary General Meeting in June 2023 and subsequently amended in June 2024, which allow Management Board members to decline participation in the incentive scheme through written or electronic notification.

This action impacts the capital structure and executive compensation dynamics of PlayWay S.A., a major player in the Polish game development and publishing sector. By waiving these rights, the executive prevents the dilution of existing shareholders that would have resulted from the issuance of these 66,000 new shares. The declaration is final and took effect immediately upon its submission to the Supervisory Board, effectively nullifying the specific share allocation earmarked for the CEO under the 2023 incentive cycle.

PlayWay S.A. has officially authorized a significant capital distribution to its shareholders following a resolution passed during the Ordinary General Meeting on June 20, 2024. The Warsaw-based game developer and publisher will allocate a total of 144,012,000.00 PLN from its earnings to be paid out as dividends. This distribution encompasses all 6,600,000 ordinary bearer shares issued by the company, reflecting a robust fiscal performance and a commitment to returning value to its investor base.

The dividend is set at 21.82 PLN per share. To facilitate this process, the company established July 3, 2024, as the dividend record date, which determines the eligibility of shareholders to receive the payment. The actual disbursement of funds is scheduled to take place shortly thereafter on July 10, 2024. This timeline ensures a rapid turnaround between the formal resolution and the transfer of capital to stakeholders.

This financial action complies with Polish regulatory requirements regarding current and periodic information provided by issuers of securities. The decision highlights PlayWay’s position as a major player in the Polish gaming sector, demonstrating the capacity to generate substantial cash flow from its diverse portfolio of development teams and titles. By distributing over 144 million PLN, the company reinforces its financial stability and operational success within the global gaming market during the 2024 fiscal period.

The Ordinary General Meeting of PlayWay S.A., held on June 20, 2024, resulted in the formal adoption of several key resolutions governing the company’s corporate governance and executive compensation structures. The proceedings focused on the approval of financial statements and operational reports for the preceding fiscal year, ensuring compliance with Polish capital market regulations. A significant outcome of the meeting was the modification of the existing incentive program for members of the Management Board. While the initial proposal for these changes was outlined in previous regulatory filings, the assembly ultimately adopted a version proposed by a shareholder, which included specific amendments to the program's regulatory framework and the repeal of certain paragraphs.

The voting data indicates a high level of shareholder participation and consensus, as all items on the planned agenda were addressed without any omissions or formal objections recorded in the minutes. The resolutions were passed with a clear breakdown of valid votes, including the number of shares represented and the percentage of share capital involved. This transparency aligns with the legal requirements for public companies listed on the Warsaw Stock Exchange, specifically adhering to the Act on Public Offering and the conditions for current and periodic information.

Geographically focused on the Polish market and the domestic gaming sector, the meeting solidified the administrative and strategic direction of PlayWay S.A. for the upcoming period. By confirming the incentive program's new structure and approving the management's performance, the assembly reinforced the company's internal stability. The absence of opposition to the resolutions suggests strong alignment between the executive board and the shareholder base regarding the company’s fiscal management and long-term motivational strategies for its leadership.

The shareholder structure of PlayWay S.A. during the Ordinary General Meeting held on June 20, 2024, reveals a high concentration of voting power held by two primary entities. This disclosure, mandated by Polish market regulations, identifies the stakeholders who controlled at least 5% of the votes during the proceedings. The data reflects the ownership status of one of Poland’s most prominent game developers and publishers at a specific point in the 2024 fiscal year.

Fundacja Rodzinna Kostowscy emerged as the dominant shareholder at the meeting, exercising 2,700,000 votes. This stake represented 54.88% of the votes present at the assembly and 40.91% of the total voting rights within the company. The second major participant, ACRX Investments Limited, held 2,025,000 votes, accounting for 41.16% of the votes at the meeting and 30.68% of the company’s overall voting power. Together, these two entities represented over 96% of the voting power exercised during the session, indicating that the company’s strategic direction remains firmly under the influence of its core founders and long-term investment vehicles.

The figures provided are based on the official attendance list and the total share capital of PlayWay S.A. as of the meeting date. By comparing the votes at the meeting to the total voting rights in the company, the data highlights the significant gap between the total shareholder base and those actively participating in corporate governance. This concentration of authority ensures a stable decision-making environment for the publisher as it manages its extensive portfolio of development studios and intellectual properties.

The Ordinary General Meeting of PlayWay S.A., held on June 20, 2024, formalized the company’s financial and operational performance for the 2023 fiscal year. Representing 74.54% of the share capital, shareholders ratified the 2023 activity reports and consolidated financial statements, which revealed a net profit of 106.7 million PLN and total assets valued at 534.9 million PLN. The meeting also confirmed the individual company net profit of 144 million PLN, leading to the authorization of a substantial dividend payment of 21.82 PLN per share. This dividend, totaling 144.01 million PLN, was sourced from both 2023 profits and retained earnings, with distribution scheduled for July 2024.

Operational governance was a primary focus, as shareholders unanimously granted discharge to all members of the Management and Supervisory Boards for their performance during the 2023 period. This vote of confidence was accompanied by the approval of a new Management Board Incentive Program designed to align executive compensation with long-term growth and project diversification. To facilitate this program, the company authorized a share capital increase through the issuance of up to 66,000 new shares.

Eligibility for the incentive program is contingent upon rigorous performance metrics, emphasizing both financial growth and creative output. Management Board members must maintain continuous service, ensure the company achieves a net profit exceeding the previous year’s results, and personally oversee the development of at least five unique, non-sequel game projects. By excluding existing shareholders' pre-emptive rights for these specific issuances, the company has streamlined the mechanism for rewarding leadership based on the successful expansion of its gaming portfolio and sustained profitability within the global market.

The management board of PlayWay S.A. has formally recommended a dividend payment for the 2024 fiscal year totaling 148,830,000 PLN. This proposal translates to a payout of 22.55 PLN per share, aligning with the company’s established dividend policy maintained since 2018. The recommendation follows a comprehensive analysis of the firm’s financial standing, cash reserves, and projected investment requirements for the 2025 period. Management has proposed July 8, 2025, as the dividend record date, with the final payout scheduled for July 15, 2025, pending approval from the Supervisory Board and the Ordinary General Meeting.

The financial health of the company is characterized as robust, with first-quarter revenues for 2025 meeting internal expectations. Current liquidity is deemed sufficient to fund ongoing projects and strategic investments without disruption. The company’s operational strategy continues to focus on intensifying partnerships with high-potential development teams both in Poland and internationally, while simultaneously leveraging new technologies and cost-minimization practices to enhance overall performance.

Future growth initiatives center on a data-driven approach to game production. This includes the rigorous testing of market potential through social media channels and the increased release of demos and prologues to align development with consumer expectations. By prioritizing the most promising titles and supporting established franchises that have previously gained player favor, the company aims to maintain its competitive position. Management asserts that the proposed dividend level balances shareholder expectations with the necessity of maintaining financial flexibility for future operations.

The management board of PlayWay S.A. has formally recommended a dividend payment for the 2023 financial year totaling 144,012,000.00 PLN. This proposal translates to a payout of 21.82 PLN per share, aligning with the dividend policy established in 2018. The funding for this distribution is derived almost entirely from the net profit generated in 2023, which amounted to 144,005,978.33 PLN, supplemented by a small portion of undistributed profits from previous years.

The recommendation is based on a comprehensive analysis of the company's financial health, cash reserves, and projected revenues for the 2024 fiscal year. Management asserts that the company maintains a strong financial position, with sufficient liquidity to fund planned investments and development projects without disruption. Strategic priorities for the upcoming period include intensifying cooperation with high-potential development teams, utilizing social media and demo releases to gauge consumer interest, and continuing the production of successful titles while sourcing new intellectual property.

The proposed timeline sets July 3, 2024, as the dividend record date and July 10, 2024, as the payment date. While the management board views this payout as a means to satisfy shareholder expectations without compromising financial flexibility, the proposal remains subject to an opinion from the Supervisory Board and final approval by the Ordinary General Meeting. This disclosure follows the regulatory requirements for public companies operating within the Polish gaming sector and the Warsaw Stock Exchange.

PlayWay S.A. has announced significant non-cash write-downs for the 2023 fiscal year following internal financial analyses and an ongoing audit of its individual and consolidated financial statements. These adjustments are primarily driven by the declining market valuation and financial instability of several associated entities within the PlayWay Capital Group. The total value of these write-downs amounts to approximately 627,458 PLN in the individual financial statements and over 13.94 million PLN in the consolidated financial statements.

The individual write-down specifically targets Manydev Studio SE, an associated entity currently facing negative equity due to a financial penalty imposed by the Polish Financial Supervision Authority. While this adjustment reduces PlayWay’s individual net profit and equity for 2023, it does not impact the consolidated results of the broader Capital Group.

In contrast, the consolidated financial statements reflect write-downs across six associated entities. For publicly traded companies, including CreativeForge Games S.A., PolySlash S.A., Pyramid Games S.A., Iron Wolf Studio S.A., and Play2Chill S.A., the write-downs were calculated based on their market quotations as of December 31, 2023, to reflect fair value losses. For the non-listed entity Titan Gamez sp. z o.o., the write-down was adjusted to match the net assets attributable to the parent company. These consolidated adjustments will result in a direct reduction of the Group’s reported financial results and total equity for the 2023 period.

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 throughout the 2024 calendar year. This disclosure, mandated by Polish market regulations regarding public offerings and the conditions for issuing securities, ensures transparency for investors and stakeholders regarding the company's fiscal performance and operational milestones.

The reporting cycle begins with the release of the standalone and consolidated annual reports for the 2023 fiscal year on April 26, 2024. Subsequent quarterly performance updates are scheduled for later in the year, with the consolidated report for the first quarter of 2024 set for release on May 31 and the third-quarter results following on November 29. The comprehensive consolidated report for the first half of 2024 is slated for publication on September 30.

In accordance with specific regulatory exemptions provided under the Minister of Finance's decree, the company has elected to omit the publication of separate quarterly reports for the fourth quarter of 2023 and the second quarter of 2024. Furthermore, the company will streamline its reporting process by integrating condensed standalone financial data directly into its consolidated quarterly and semi-annual reports. This approach eliminates the need for separate standalone filings for those specific periods, maintaining a focus on consolidated group performance while fulfilling all legal requirements for financial disclosure on the Warsaw Stock Exchange.

The Management Board of PlayWay S.A., a prominent Polish game developer and publisher, announced a formal amendment to the agenda of its Ordinary General Meeting scheduled for June 20, 2024. This change follows a formal request submitted on May 29, 2024, by ACRX Investments Limited, a shareholder representing at least five percent of the company's share capital. The primary purpose of the amendment is to include a specific resolution regarding modifications to the existing Incentive Program for members of the Management Board.

The updated agenda encompasses eighteen distinct points, primarily focusing on the fiscal year ending December 31, 2023. Key items include the presentation and approval of financial statements for both the company and the broader PlayWay Capital Group, the distribution of net profit, and the allocation of reserve capital for dividend payments. Additionally, the meeting will address the discharge of duties for members of the Management Board and Supervisory Board, as well as proposed amendments to the Company's Articles of Association. These amendments include authorizing the Management Board to increase share capital within the framework of authorized capital, potentially excluding existing shareholders' subscription rights.

The scope of this corporate action is centered on the governance and financial oversight of PlayWay S.A. within the Polish regulatory framework. The proceedings are governed by the Commercial Companies Code and relevant financial market regulations regarding current and periodic information for issuers. This administrative update ensures that the upcoming shareholder meeting addresses both standard annual closing procedures and specific strategic adjustments to executive compensation structures as requested by significant investors.

The Ordinary General Meeting of PlayWay S.A., held on June 30, 2023, finalized the financial and operational oversight for the 2022 fiscal year while establishing strategic incentives for future growth. Shareholders ratified financial statements showing a balance sheet total of 170.27 million PLN for the company and 558.6 million PLN for the Capital Group. Net profits for the period reached approximately 114.8 million PLN on a standalone basis and 112.3 million PLN on a consolidated basis. These results supported the approval of a substantial dividend totaling 127,974,000 PLN, or 19.39 PLN per share, which utilized the entirety of the 2022 net profit supplemented by 13.17 million PLN from retained earnings.

Beyond financial distributions, the assembly focused on corporate governance and long-term performance alignment. All members of the Management and Supervisory Boards received official discharge for their 2022 duties. To drive future expansion, a Management Incentive Program for the 2023–2025 period was established, authorizing the issuance of up to 66,000 new shares. Eligibility for this program is strictly tied to rigorous performance metrics, including year-over-year growth in consolidated operating profit and the acquisition of at least five new game projects annually. These shares are subject to lock-up provisions to ensure sustained executive commitment.

Structural updates to the company’s Articles of Association were also implemented to enhance oversight and transparency. These amendments mandate quarterly Supervisory Board meetings and regulate the costs associated with external advisors. While the resolutions were passed by a small fraction of the total share capital—representing 2.63% or 173,518 shares—the decisions were made with unanimous or near-unanimous support, solidifying the company's fiscal policy and operational roadmap for the mid-term.