Manydev Studio SE

Proxy Solicitation & Information Statement • Jun 2, 2023

FORM

allowing the exercise of voting rights by proxy

at the Extraordinary General Meeting of Shareholders of the Company

ManyDev Studio European Company with its registered seat in Warsaw

POWER OF ATTORNEY

Shareholder - Principal

Name/Company
Address of residence/head	Country
office	City
	Postal Code
	Street
	House and apartment
	number
PESEL/REGON:
NIP
ID card name and number	Name of identity card
	Series and numer of
	identity card
KRS numer and court of	KRS number
registration	District court
Number of shares held
Number of voting rights

Shareholder's proxy

First and last name
Address of residence	Country
	City
	Postal code
	Street
	House and apartment number
PESEL
NIP:
Name and numer of
identity card
Date of granting the power
of attorney

The Shareholder-Principal hereby confirms that he has granted the Shareholder-Principal's Proxy to attend the Ordinary General Meeting of ManyDev Studio SE convened on June 28th 2023 at 11.00 a.m. in the Notary's Office Bartosz Walenda located in Warsaw (01-029) at Dzielna 72/43 Street and to speak during it, to sign the attendance list and to vote on behalf of the

Shareholder-Principal from ...................... (number) shares / from all shares* in accordance with the instructions as to how to vote / at the discretion of the proxy*.

The Proxy remains authorized to represent the Shareholder at the Extraordinary General Meeting also in case of change of the date of the Extraordinary General Meeting and in case of announcement of a break in the Extraordinary General Meeting

Signature of the Principal confirming the fact of granting the power of attorney:

__________________________

Resolution number	Instructions on the resolution		Number of votes cast
Resolution 1 (draft	For	❑
resolution: Appendix 1)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 2 (draft	For	❑
resolution: Appendix 2)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 3 (draft resolution: Appendix 3)	For	❑
	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 4 (draft resolution: Appendix 4)	For	❑
	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 5 (draft	For	❑
resolution: Appendix 5)	Against	❑

INSTRUCTIONS TO THE ATTORNEY

	Abstaining	❑
	Objection	❑
Resolution 6 (draft	For	❑
resolution: Appendix 6)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 7 (draft	For	❑
resolution: Appendix 7)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 8 (draft	For	❑
resolution: Appendix 8)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 9 (draft	For	❑
resolution: Appendix 9)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 10 (draft	For	❑
resolution: Appendix 10)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 11 (draft resolution: Appendix 11)	For	❑
	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 12 (draft	For	❑
resolution: Appendix 12)	Against	❑
	Abstaining	❑

	Objection	❑
Resolution 13 (draft	For	❑
resolution: Appendix 13)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 14 (draft	For	❑
resolution: Appendix 14)	Against	❑
	Abstaining	❑
	Objection	❑
Resolution 15 (draft resolution: Appendix 15)	For	❑
	Against	❑
	Abstaining	❑
	Objection	❑

_____________________

^* delete as appropriate

Appendix no. 1.

"Resolution No. 1 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2022 on the election of the Chairman of the Ordinary General Meeting

Acting pursuant to Article 409 § 1 of the Commercial Companies Code, the Extraordinary General Meeting of the Company resolves:

§ 1

To elect as Chairman of the Extraordinary General Meeting of the Company to be held on June 28th 2023 Ms./Ms. _________________ .

§ 2

The resolution comes into force upon its adoption."

"Resolution No. 2

of the Ordinary General Meeting of

ManyDev Studio SE with its registered office in Warsaw

of June 28th 2023

on the adoption of the agenda of the Ordinary General Meeting

The Extraordinary General Meeting of the Company resolves as follows:

§ 1

• 1. Opening of the Meeting.
• 1. Election of the Chariman of the Meeting.
• 1. Confirmation of the correctness of the convening of the Meeting and its ability to adopt binding resolutions.
• 1. Adoption of the agenda of the Meeting.
• 1. Consideration presented by the Management Board:
  2. 1) Management Board's report on the Company's activities in 2022;
  3. 2) The Company's financial statements for the year ended December 31th, 2022;
  4. 3) Information on the need to withdraw from adopting a resolution to cover the loss for the financial year 2022 pursuant to Art. 53 sec. 3 of the Accounting Act.
• 1. Consideration presented by the Supervisory Board:
• 1) Report on the activities of the Supervisory Board in the financial year 2022,
• 1. Consideration of motions of the Supervisory Board regarding:
  2. 1) Approval of the Managements Board's report on the Company's activities,
  3. 2) Approval of the Company's financial statements for the year ended December 31, 2022,
  4. 3) Withdrawal from adopting a resolution on the distribution of profit or coverage of loss for 2022,
  5. 4) Granting discharge to members of the Company's Management Board and Supervisory Board for the performance of their duties for the financial year 2022.
• 1. Adoption of resolutions on matters:
  2. 1) Approval of the Management Board's report on the activities of ManyDev Studio SE for the financial year ended December 31th, 2022,
  3. 2) Approval of the Company's financial statements for the financial year ended December 31th, 2022,
  4. 3) Approval of the Supervisory Board's report on activities in 2022;
  5. 4) Withdrawal from adopting a resolution of profit or coverage of loss for 2022;
  6. 5) Granting discharge to individual Members of the Company's Management Board for the financial year 2022;
  7. 6) Granting discharge to individual members of the Company's Supervisory Board for the financial year 2022,
  8. 7) Issuing an opinion on the report on the remuneration of members of the Management Board and Supervisory Board of Manydev Studio SE, covering the financial year 2022,
  9. 8) Appointing a member of the Supervisory Board of the Company.
• 1. Closing of the Meeting.

§ 2

The resolution comes into force upon its adoption."

Appendix no. 3.

"Resolution No. 3 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on the approval of the Board of Director's report on the activities of ManyDev Studio SE for the financial year ended 31 December 2022

Acting in virtue of art. 395 § 2 item 1) of Commercial Companies Code and § 33 par. 1 item 2) of the Company Statute, the Ordinary General Meeting of the Company adopts the following resolution:

§ 1

The management report of ManyDev Studio SE for the period from 1 January 2022 to 31 December 2022, including the Board of Directors' report on the Company's activities for 2022, is hereby approved.

§ 2

Appendix no. 4.

Resolution No. 4 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on the approval of the Company's financial statements for the fiscal year ended December 31, 2022.

Acting pursuant to art. 395 § 2 point 1) of the Commercial Companies Code and art. 53 section 1 of the Accounting Act of 29 September 1994 and § 33 section 1 point 2) of the Company's Articles of Association, the Ordinary General Meeting resolves as follows:

§ 1

The Company's financial statements for the financial year ended December 31, 2022, are hereby approved, including:

• 1) statement of financial position prepared as at 31 December 2022, which on the assets and liabilities side shows the amount of PLN 1 240 114,13 (one million two hundred and fourty thousand one hundred and fourteen zloty 13/100),
• 2) a financial statement of comprehensive income for the financial year from 1 January 2022 to 31 December 2022, which discloses a net loss of PLN (-) 3 514 178,12 (in words: three million five hundred and fourteen thousand one hundred and seventy eight zloty 82/100), and a comprehensive loss of PLN (-) 3 514 178,12 (in words: three million five hundred and fourteen thousand one hundred and seventy eight zloty 82/100),
• 3) statement of changes in equity for the financial year from 1 January 2022 to 31 December 2022, which discloses an reduction in equity by PLN (-) 2 003 534,83 (two million three thousand and five hundred thirty four zloty 83/100),
• 4) cash flow statement for the financial year from 1 January 2022 to 31 December 2022, which shows an increase in cash by PLN 297 462,82 (in words: two hundred ninety seven thousand four hundred sixty two zloty and 82/100),
• 5) additional information on the adopted accounting principles (policy) and other explanatory information.

§ 2

Appendix no. 5.

Resolution No. 5 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on approval of the report of the Supervisory Board on its activities in 2022

§ 1

The Ordinary General Meeting of the Company, having reviewed the report of the Company's Supervisory Board on the activities of the Supervisory Board in 2022, including:

• 1) assessment of the financial statements of ManyDev Studio SE for the financial year ended 31 December 2022 and the report of the Board of Directors on the activities of ManyDev Studio SE in 2022 in terms of their conformity with the books and documents as well as with the facts;
• 2) A detailed report on the activities of the Supervisory Board in 2022;
• 3) Recommendations to the Ordinary General Meeting;

§ 2

Appendix no. 6.

Resolution No. 6 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on withdrawal from adopting a resolution on the distribution of profit or coverage of loss for 2022

Acting on the basis of art. 348 § 1 of the Code of Commercial Companies, after getting acquainted the information of the Management Board and in connection with the content of art. 53 sec. 3 of the Accounting Act, the Ordinary General Meeting of the Company resolves as follows:

§ 1

The Ordinary General Meeting of the Company decides to refrain from adopting a resolution on profit distribution or loss coverage.

§ 2

Appendix no. 7.

Resolution No. 7 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on granting a vote of acceptance to Mr. Bartłomiej Bartula, President of the Management Board, for the fulfillment of his duties, in the financial year 2022

Acting in virtue of art. 395 § 2 point 3) of Commercial Companies Code and § 28 pint 3) of the Company Statute, the Ordinary General Meeting of the Company adopts the following resolution:

§ 1

Mr. Bartłomiej Bartula is hereby granted a vote of acceptance for the performance of the duties of President of the Management Board of the Company within the period from 1 January 2022 to 31 December 2022.

Appendix no. 8.

Resolution No. 8 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on granting the vote of acceptance to Mr. Bartłomiej Kurylak, for performance of his duties of Supervisory Board Member of the Company in the financial year 2022

Acting in virtue of art. 395 § 2 point 3) of Commercial Companies Code and § 28 point 3) of the Company Statute, the Ordinary General Meeting of the Company adopts the following resolution:

§ 1

Mr. Bartłomiej Kurylak is hereby granted a vote of acceptance for the fulfillment of duties of the member of the Supervisory Board of the Company within the period from 1st January 2022 to 30th September 2022.

§ 2

Appendix no. 9.

Resolution No. 9 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on granting the vote of acceptance to Mr. Marcin Wenus, Chairman of the Supervisory Board, for performance of his duties in the financial year 2022

Acting in virtue of art. 395 § 2 point 3) of Commercial Companies Code and § 28 point 3) of the Company Statute, the Ordinary General Meeting of the Company adopts the following resolution:

§ 1

Mr. Marcin Wenus is hereby granted a vote of acceptance for the fulfillment of duties of the member of the Supervisory Board of the Company within the period from 1st January 2022 to 31th December 2022.

§ 2

Appendix no. 10.

Resolution No. 10

of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on granting the vote of acceptance to Mr. Robert Pakla, for performance of his duties of Supervisory Board Member of the Company in the financial year 2022

Acting in virtue of art. 395 § 2 point 3) of Commercial Companies Code and § 28 point 3) of the Company Statute, the Ordinary General Meeting of the Company adopts the following resolution:

§ 1

Mr. Robert Pakla is hereby granted a vote of acceptance for the fulfillment of duties of the member of the Supervisory Board of the Company within the period from 1st January 2022 to 31th December 2022.

Appendix no. 11.

Resolution No. 11

of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on granting the vote of acceptance to Mr. Maksymilian Graś, for performance of his duties of Supervisory Board Member of the Company in the financial year 2022

Acting in virtue of art. 395 § 2 point 3) of Commercial Companies Code and § 28 point 3) of the Company Statute, the Ordinary General Meeting of the Company adopts the following resolution:

§ 1

Mr. Maksymilian Graś is hereby granted a vote of acceptance for the fulfillment of duties of the member of the Supervisory Board of the Company within the period from 1st January 2022 to 31th December 2022.

Appendix no. 12.

Resolution No. 12

of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on granting the vote of acceptance to Mr. Tomasz Stajszczak, for performance of his duties of Supervisory Board Member of the Company in the financial year 2022

Acting in virtue of art. 395 § 2 point 3) of Commercial Companies Code and § 28 point 3) of the Company Statute, the Ordinary General Meeting of the Company adopts the following resolution:

§ 1

Mr. Tomasz Stajszczak is hereby granted a vote of acceptance for the fulfillment of duties of the member of the Supervisory Board of the Company within the period from 1st January 2022 to 31th December 2022.

Appendix no. 13.

Resolution No. 13

of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on granting the vote of acceptance to Mr. Lech Klimkowski, for performance of his duties of Supervisory Board Member of the Company in the financial year 2022

Acting in virtue of art. 395 § 2 point 3) of Commercial Companies Code and § 28 point 3) of the Company Statute, the Ordinary General Meeting of the Company adopts the following resolution:

§ 1

Mr. Lech Klimkowski is hereby granted a vote of acceptance for the fulfillment of duties of the member of the Supervisory Board of the Company within the period from 10th November 2022 to 31th December 2022.

Appendix no. 14.

Resolution No. 14 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023

on issuing an opinion concerning the report on remuneration of the members of the Management Board and the Supervisory Board of ManyDev Studio SE for the year 2022

§ 1

The Ordinary General Meeting of the Company, acting pursuant to Article 395 § 2(1) of the Commercial Companies Code in connection with Article 90g(6) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws of 2022, item 2554) expresses its positive opinion on the Supervisory Board's Report on the remuneration of the Management Board and Supervisory Board of ManyDev Studio SE for the financial year 2022.

§ 2

Appendix no. 15.

Resolution No. 15 of the Ordinary General Meeting of ManyDev Studio SE with its registered office in Warsaw of June 28th 2023 on the appointment of a member of the Supervisory Board of the Company

§ 1

Based on Art.385 § 1 of the Code of Commercial Companies and § 18 sec. 1 of the Company's Articles of Association, the Ordinary General Meeting appoints Mr./Ms. …………. as a member of the Company's Supervisory Board.

§ 2