Market announcement

Title

Protocol of the Ordinary General Meeting of Shareholders of Investment Friends SE of 4/12/2020.

Message

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 4 December 2020, and in accordance with the Statute of INVESTMENT FRIENDS 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 November 2018 under the registry code 14617862, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, with the share capital of 3,240,000 euros, which is divided into 9 000 000 non par value shares
The circle of shareholders entitled to participate at the annual general meeting has been determined as at 27 November 2020 at the end of the working day of the Nasdaq CSD Estonian Settlement System (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 27 November 2020, which is kept by NASDAQ CSD SE (Latvian registry code 40003242879), the Company has 2 shareholders who hold altogether 9 000 000 non par value shares / votes:

1.Polish register of securities (Krajowy Depozyt Papierów Wartościowych S.A. (Polish registry code PL-0000081582, hereinafter the “KDPW”)), which holds 7 017 299 non par value shares/votes on its nominee account for and on behalf of the actual shareholders of the Company. 
2.Patro Invest OÜ, Estonian registry code 14381342, which holds 1 892 701  non par value shares/votes.

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. As the general meeting was a new general meeting within the meaning of § 297 (2) of the Commercial Code and section 4.5.1 of the Company's Statute, which was convened without changing the agenda of the meeting held on 04.12.2020 (which did not have a quorum pursuant to section 4.5 of the Company's Statute), then the general meeting of 04.12.2020 is competent to adopt resolutions regardless of the votes represented at the meeting.
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.
Therefore, the meeting has a quorum.
Attached are the Minutes of the General Meeting of Shareholders.