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Title

Protocol of the Extraordinary General Meeting of Shareholders of INVESTMENT FRIENDS CAPITAL SE of 20/03/2021

Message

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

Time of the meeting: 20 March 2021, starting at 12.00 (CET). 

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 20 March 2021, and in accordance with the Statute of INVESTMENT FRIENDS CAPITAL SE (hereinafter referred to as the “Company”), the Company was filed with the registration department of the Tartu County Court on 30.11.2018 under the registry code 14618005, Tallinn, Harju county, Kesklinna district, Tornimäe str 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 13 March 2021 (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 13 March 2021, which is kept by NASDAQ CSD SE (Latvian registry code 40003242879), the holder of all 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 all 105 111 804 non par value shares/votes on its nominee account for and on behalf of the actual shareholders of the Company.

KDPW has issued a power of attorney to Damian Patrowicz (Estonian personal identification code 39008050063) (Annex 2), according to which the authorised person may exercise on behalf of KDPW the rights of a shareholder (including to vote at the general meeting) in respect of 73 215 660 shares/votes of the Company.

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 73 215 660 (i.e. 69,655%) of all the votes represented by the shares were duly represented at the general 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.


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: 73 215 660
In favour: 73 215 660 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 extraordinary general meeting of shareholders dated 27 February 2021 which are approved by the Supervisory Board of the Company, the agenda of the general meeting is the following:

1.Amendment of the articles of association.
2.Reduction of the number of shares of the Company without nominal value.
3.Share capital reduction.

The Shareholders participating in the general meeting suggest the amendment of the agenda of the general meeting pursuant to § 293 (3) of the Commercial Code. The Shareholders suggest amending section 1 of the agenda and adding section 2 to the agenda in the following wording:

1. Amendment of the articles of association of the Company

1.1 The Shareholders shall amend and approve the new articles of association in order to decrease the number of shares of the Company.

1.2 In connection therewith, to amend subsection 2.4 of the articles of association of the Company in the new wording as follows:

“2.4 The minimum number of the shares of the Company without nominal value is 5 000 000 (five million) shares and the maximum number of the shares of the Company without nominal value is 20 000 000 (twenty million) shares.”

1.3 To approve the new version of the Company’s articles of association, with the above amendment.

1.4 The Shareholders authorize the management board of the Company to register the articles of association adopted under this section 1 as soon as possible following adoption of these resolutions.

2. Amendment of the articles of association of the Company

2.1 The Shareholders shall amend and approve the new Articles of Association in order to decrease the share capital of the Company.

2.2 In connection therewith, to amend subsection 2.1 of the articles of association of the Company in the new wording as follows:

„2.1 The minimum amount of share capital of the Company is 500 000 euros and the maximum amount of share capital is 2 000 000 euros.”


2.3 To approve the new version of the Company’s articles of association, with the above amendment.

2.4 The Shareholders authorize the management board of the Company to register the articles of association adopted under this section 2 in the same application with the reduction of share capital decided in these resolutions. For the sake of clarity, this amendment shall amend the articles of association adopted under section 1.

The Chair of the meeting proposes to vote on the amendment of the agenda of the general meeting.

Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 73 215 660
In favour: 73 215 660 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 amendment to the agenda of the general meeting was adopted pursuant to § 293 (3) of the Commercial Code. The chair of the meeting shall put the amended agenda to the vote.




III.VOTING AND RESOLUTIONS

1.Amendment of the articles of association of the Company

1.1.The Shareholders shall amend and approve the new Articles of Association in order to decrease the number of shares of the Company.

1.2.In connection therewith, to amend subsection 2.4 of the articles of association of the Company in the new wording as follows:


“2.4 The minimum number of the shares of the Company without nominal value is 5 000 000 (five million) shares and the maximum number of the shares of the Company without nominal value is 20 000 000 (twenty million) shares.”

1.3.To approve the new version of the Company’s articles of association, with the above amendment.

1.4.The Shareholders authorize the management board of the Company to register the articles of association adopted under this section 1 as soon as possible following adoption of these resolutions.


Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 73 215 660
In favour: 73 215 660 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.


2.Amendment of the articles of association of the Company

2.1.The Shareholders shall amend and approve the new Articles of Association in order to decrease the share capital of the Company.

2.2.In connection therewith, to amend subsection 2.1 of the articles of association of the Company in the new wording as follows:

„2.1 The minimum amount of share capital of the Company is 500 000 euros and the maximum amount of share capital is 2 000 000 euros.”

2.3.To approve the new version of the Company’s articles of association, with the above amendment.

2.4.The Shareholders authorize the management board of the Company to register the articles of association adopted under this section 2 in the same application with the reduction of share capital decided in these resolutions. For the sake of clarity, this amendment shall amend the articles of association adopted under section 1.
Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 73 215 660
In favour: 73 215 660 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.


3.Reduction of the number of shares of the Company without nominal value

3.1.The re-split may have a positive impact on the valuation of shares, stabilize the price, improve the liquidity of trading and in order to avoid the possible qualification of the Company's shares to the segment of the list of alerts of the Warsaw Stock Exchange. The Chair of the meeting proposed to vote in favour of the resolution to reduce the number of shares of the Company without nominal value and to amend the articles of association of the Company as follows:

3.1.1.to reduce the number of shares of the Company without nominal value from 105 111 804 shares to 5 005 324 shares without altering the share capital of the Company, by replacing proportionally 105 111 804 shares without nominal value with a book value of 0.10 euros per share with 5 005 324 new shares without nominal value with a book value of 2.10 euros per share.



3.2.The execution of these resolutions is vested in the Company’s Management Board. The Management Board is authorised and obliged to file any documents and take any and all legal actions, including actions not mentioned in these resolutions, which directly or indirectly led to fulfilling provisions of these resolutions. In particular, the Management Board is authorized and obliged to carry out the reduction of the number of shares of the Company without nominal value as follows: twenty-one (21) Company’s shares without nominal value with a book value of EUR 0,10 per share will be replaced by one (1) share without nominal value with a book value of EUR 2,10 per share.




3.3.The Management Board is authorised to indicate the date (“Reference Date”) on which, according to the number of shares held on each shareholder’s securities account, the new number of shares with a book value of EUR 2.10 euros per share will be set out.

3.4.Possible shortages will be covered at the expense of the rights held by Patro Invest OÜ duly incorporated and validly existing under the laws of Estonia, Estonian registry code 14381342, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia. Patro Invest OÜ is a shareholder who renounced the securities rights for free on the account of the shareholders having shortages but only to the extent necessary to cover the shortage and to allow the shareholders to receive one (1) share with the new book value of EUR 2.10. Patro Invest OÜ will cover the shortage on condition that the extraordinary general meeting passes these resolutions on reduction of the number of shares of the Company without nominal value on given terms, amending the articles of association of the Company, its registration by the Estonian Commercial Register and indication by the Management Board the Reference Date, and also with effect on the date when (1) Nasdaq CSD Branch in Estonia and (2) Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A. or KDPW) carry out the procedures necessary to effectuate the reduction of the number of shares of the Company without nominal value. Therefore, as a result of the reduction of the number of shares of the Company, each Shareholder having shortages on the Reference Date (it means a shareholder holding from 1 to 20 shares with a book value of EUR 0.10), will become entitled to receive one (1) share with a book value of EUR 2.10 instead of shares resulting in shortage. At the same time, the rights of Patro Invest OÜ to receive shares with a new book value of EUR 2.10 instead of held shares with a book value of EUR 0.10 on the Reference Date will be reduced by the amount of shares necessary to cover the shortages. [Shareholder who will have minority stakes will not be charged with the tax cost because of the low taxable amount. If it occurs that covering of all shortages will not be possible in described way, then the process of the reduction of the number of shares of the Company without nominal value could not be completed.


3.5.The shareholders of the Company are requested to check the amount of the shares held on the securities accounts and adjust their structure so that on the Reference Date, the amount of the shares will be single or a multiple of 21 shares. The Management Board shall indicate to the shareholders the Reference Date in the form of a current report. If the Management Board will not indicate any date then it is considered that the shares shall be adjusted by 20 April 2021. This procedure reduces the risk of failure of the merger process of the reduction of the number of shares of the Company without nominal value by inability to fulfil the provisions of these resolutions.


3.6.The Management Board of the Company is authorised and obliged to take all legal and organizational actions connected with changing the book value and amount of the Company’s shares in the Estonian Commercial Register, Nasdaq CSD Branch in Estonia and KDPW. These changes will be registered and kept on each shareholder’s securities account. This will be done by the systems operated by Nasdaq CSD Branch in Estonia and KDPW, respectively.



3.7.The Management Board of the Company is authorised and obliged to submit to WSE an application to suspend continuous trading in order to carry out the process of the reduction of the number of shares of the Company without nominal value. Period of suspension shall be previously agreed with KDPW.

3.8.Sections 3.1 and 3.2 of these resolutions shall enter into force on the moment the entries pertaining to the date of amending the articles of association and the new amount of the number of shares of the Company without nominal value, filed under the adopted resolutions provided in sections 3.1 – 3.2 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enter into force at the moment of their adoption.

Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 73 215 660
In favour: 73 215 660 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.

4.Share capital reduction

4.1.The purpose of reducing the share capital is to reduce the book value of the Company's shares, which in the case of plans to attract new investors may facilitate the acquisition of capital by the Company by issuing new shares. The Chair of the meeting proposed to vote in favour of the resolution to reduce the share capital of the Company by reducing the book value of the shares from 2.10 euros to 0.10 euros in accordance with the following rules:

4.1.1.The share capital of the Company will be reduced by 10 010 648 euros, from 10 511 180,4 euros to 500 532,4 euros.


4.1.2.The share capital shall be reduced by reducing the book value of the 5 005 324 shares of the Company from 2.10 euros to 0.10 euros. The number of shares of the Company without nominal value will not be changed and shares of the Company shall not be cancelled.

4.1.3.Following the reduction of share capital, the Company shall have a share capital of 500 523,4 euros consisting of 5 005 324 shares with a book value of 0.10 euros.

4.1.4.No payments will be made to the shareholder as a result of the reduction of the share capital. The 10 010 648 euros left from the share capital reduction shall be paid into the supplementary capital of the Company.

4.2.To authorize and oblige the Company's Management Board to take all legal and factual actions related to the change in the book value and number of the Company's shares resulting from the content of these resolutions, including in particular the extraordinary general meeting decides to:

4.2.1.authorize and oblige the Company's Management Board to carry out the registration procedure to reduce the book value of shares in the Estonian Commercial Register;

4.2.2.authorize and oblige the Management Board of the Company to register a decrease in share capital and the book value in the National Depository of Securities and in the parent deposit of NASDAQ CSD kept for the Company;

4.2.3.authorize and oblige the Company's Management Board to carry out the operation of reducing the book value of the Company participating in trading on the Warsaw Stock Exchange; and

4.2.4.authorize the Management Board to indicate the date on which, according to the number of shares held on each shareholder’s securities account, the new a book value of the shares of the Company will be set out.

4.3.Section 4.1 of these resolutions shall enter into force on the moment the entries pertaining to the share reduction and new book value of shares of the Company without nominal value, filed under the adopted resolutions provided in sections 4.1 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enter into force at the moment of their adoption.

IV.
Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 73 215 660
In favour: 73 215 660 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.

The meeting ended at: 12:45.


The meeting was held in the Polish language.