Market announcement

Title

Protocol of the Ordinary General Meeting of Shareholders of Investment Friends Capital SE

Message

Place of holding the meeting: 	Plock, ul. Padlewskiego 18C, 09-402, Poland.

Time of the meeting: 14 December 2023, starting at 13.00 (CET). 

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 14 December 2023, and in accordance with the Statute of INVESTMENT FRIENDS CAPITAL SE (hereinafter referred to as the “Company”), the Company is an undertaking with passive legal capacity, which was filed with the registration department of the Tartu County Court on 30.11.2018 under the registry code 14618005, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, with the share capital of 10 511 180,40 euros, which is divided into 105 111 804 non par value shares.

The circle of shareholders entitled to participate at the general meeting has been established as at 23:59 of 7 December 2023 (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 14 December 2023, which is kept by NASDAQ CSD SE (Latvian registry code 40003242879), the holder of ca 31,04% of the shares of the Company is the Polish register of securities (Krajowy Depozyt Papierów Wartościowych S.A. (Polish registry code PL-0000081582, hereinafter the “KDPW”)), which holds 32 623 544 non par value shares/votes on its nominee account for and on behalf of the actual shareholders of the Company and the holder of ca 68,96% of the shares of the Company is Patro Invest OÜ (Estonian registry code 14381342), which holds 72 488 260 non par value shares/votes on its account.

The list of shareholders of the Company attending the meeting is annexed to these minutes (Annex 1). This list and the previous section show that 72 488 260 (i.e. 68,96%) of all the votes represented by the shares were duly represented at the general meeting. 


Pursuant to section 4.5 of the Company’s Statute the general meeting has a quorum if more than one half of the votes represented by the shares are represented at the general meeting, unless a requirement for a higher quorum is prescribed by applicable legal acts. 


The holding of the general meeting of the Company is subject to § 296 of the Commercial Code, which stipulates that if the requirements of law or of the articles of association for calling a general meeting are violated, the general meeting shall not have the right to adopt resolutions except if all the shareholders participate in or all the shareholders are represented at the general meeting. Resolutions made at such meeting are void unless the shareholders, with respect to whom the procedure for calling the meeting was violated approve of the resolutions. 


The meeting has a quorum.


I.OPENING THE GENERAL MEETING

The general meeting was opened by Damian Patrowicz. Damian Patrowicz (Estonian personal identification code 39008050063) was elected to chair the meeting and Martyna Patrowicz (personal identification code 49909190016) was elected the recorder of the meeting /the person co-ordinating the voting.

Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 72 488 260
In favour: 72 488 260 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

Therefore, the Chair of the meeting and the recorder of the meeting / voting co-ordinator have been elected. 

The Chair of the meeting and the recorder / voting co-ordinator of the meeting have verified the legal capacity of the shareholders participating at the meeting, and the identity and the right of representation of the representatives.

The management board of the Company provided an overview of the last annual report and the economic activities of the Company for the current year.


II.AGENDA

Pursuant to the notice of the annual general meeting of shareholders dated 23 November 2023 which are approved by the Supervisory Board of the Company, the agenda of the general meeting is the following:



1.Approving the annual report of the Company for the financial year 2022/2023.



III.VOTING AND RESOLUTIONS

1.Approving the annual report of the Company for the financial year 2022

1.1.To approve the annual report of the Company for the financial year 2022/2023.

1.2.Not to distribute profit to the shareholders of the Company.

1.3.To distribute all of the profits from financial year 2022/2023 to the supplementary capital of the Company.

Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 72 488 260
In favour: 72 488 260 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

The resolution of the meeting was adopted.