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Photon Energy N.V.

AGM Information Aug 5, 2021

5761_rns_2021-08-05_0fc28d37-f679-4429-9b8c-56723eec010b.pdf

AGM Information

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MINUTES OF THE EXTRAORDINARY GENERAL MEETING, HELD ON 5TH AUGUST, 2021

The extraordinary general meeting (the "General Meeting") of Photon Energy N.V., with the registered office at Barbara Strozzilaan 201, 1083HN Amsterdam, registered under number 51447126 (the "Company") was held at the above mentioned office of the Company at 11:00 CET on 5th August, 2021.

The Agenda of the General Meeting:

    1. Opening and announcements; election of the chairman and secretary of the Meeting;
    1. Partial amendment Articles of Association of the Company (Article 7.3-exclusion preemptive rights and Article 34.1) and authorization;
    1. Closing
    1. Opening of the General Meeting; election of the chairman and secretary of the General Meeting and verification of quorum

The General Meeting was opened at 11:00 CET by the Company's corporate secretary, Ms. Kristyna Diewokova. She welcomed all present shareholders. She also welcomed all other participants who connected through the means of electronic communication, namely Messrs. Georg Hotar and Michael Gartner, members of the Management Board, and Mr. Clemens Wohlmuth, the Company's CFO. Ms. Diewokova stated that the General Meeting of the Company had been duly convened and the notice of the General Meeting had been published in accordance with the Articles of Association at least 42 days prior to the date of the General Meeting.

Ms. Diewokova stated that according to the attendance list, two shareholders are present at the General Meeting, holding in aggregate 42,618,450 shares and equal amount of votes in the Company which represent 75.79% of the total voting rights in the Company. The attendance list is attached as Annex 1. In accordance with the Articles of Association of the Company, each share confers the right to cast one vote.

Ms. Diewokova then established that the votes present at the General Meeting constitute a quorum and the General Meeting is able to adopt decisions.

Furthermore, Ms. Diewokova established that unless the law or Articles of Association require a larger majority, all resolutions shall be adopted by an absolute majority of votes cast.

Ms. Diewokova proposed that she becomes the chairman of the meeting and proposed the following resolution:

"The General Meeting elects Ms. Kristyna Diewokova the Chairman of the General Meeting."

Photon Energy Group

The cast of votes was as follows:

For: 42,618,450 votes, i. e. 100% of those present at the General Meeting. Against: 0 votes, 0% of those present at the General Meeting Abstentions: 0 votes, 0% of those present at the General Meeting

Ms. Diewokova stated that she had been elected Chairman of the General Meeting by 100% of the votes cast.

Furthermore, based on the Article 27.1 of the Company's Articles of Association, she designated herself to be the secretary of the meeting, in line with the recommendation of the Dutch government to minimize the people present at the general meetings.

2. Partial amendment articles of association of the Company (Article 7.3 - exclusion pre-emptive rights and Article 34.1) and authorization.

The Chairman continued to inform the General Meeting that the Management Board proposes to align the majority required to pass a resolution of the general meeting of shareholders to limit or exclude pre-emption rights or to designate the management board of the company as the body competent to limit or exclude pre-emption rights with the requirements applicable at the regulated markets of Warsaw and Prague stock exchanges. It proposes to require a majority of at least eighty percent (80%) of the votes cast to pass such resolution. In order not to change the provision back with a simple majority, a majority of also eighty percent (80%) is required to change this provision of the Articles.

A draft of the notarial deed of amendment of the Articles has been made available for inspection by shareholders in English and Dutch (mandatory language) on the Company's website and in the Company's office.

The Chairman proposed to amend the articles and authorizes the team of the Dutch notary of Dentons Europe LLP in Amsterdam to execute the deed of amendment on behalf of the meeting at the instruction of the Company.

The proposed new language reads as follows:

Paragraph 3 of Article 7 is hereby amended and will read as follows:

7.3 Pre-emption rights may be limited or excluded by resolution of the general meeting. The proposal to that effect shall include a written explanation of the reasons for such proposal and the determination of the intended issue price. Pre-emption rights may, however, be limited or excluded by the management board if it was designated by resolution of the general meeting for a specified period of not more than five years as competent to limit or exclude pre-emption rights. Such a designation may only be made if the management board previously was designated as competent to issue shares

Photon Energy Group

or is simultaneously designated as such. The designation may at any time be extended for a period of not more than five years. Unless provided otherwise upon the designation, it may not be revoked. The designation shall terminate in any event if the designation of the management board as competent to issue shares terminates. A resolution of the general meeting to limit or exclude pre-emption rights or to designate the management board competent to limit or exclude pre-emption rights shall require a majority of at least eighty percent (80%) of the votes cast (such majority; the Qualified majority to limit or exclude pre-emptive rights or to designate the board of management). Within eight days after the resolution, the company shall deposit a complete text thereof at the offices of the trade register.

Paragraph 1 of Article 34 is hereby amended and will read as follows:

34.1 __ A resolution to amend the articles of association, enter into a merger or division within the meaning of title 2.7 of the Civil Code or dissolve the company may only be adopted by the general meeting on the proposal of the management board. Notwithstanding the aforementioned a resolution to amend article 7.3 involving a change of the provision relating to the Qualified majority to limit or exclude preemptive rights or to designate the board of management, requires a majority of at least eighty percent (80%) of the votes cast by the general meeting.

The Chairman stated that there were no other proposals and asked the present shareholders to vote on the following resolution.

"The General Meeting hereby resolves:

  • (1) to amend the articles of association of the Company as set out in a draft deed of amendment (ref. 20210279.01\JMPH\AACB\1), prepared by Dentons Europe LLP, lawyers and notaries (hereinafter referred to as: Deed of Amendment) (which includes the language as mentioned above);
  • (2) to authorise each Managing Director of the Company and each of the lawyers, civillaw notaries and notarial employees (advocaten, (kandidaat-)notarissen en notariële medewerkers) of Dentons Europe LLP (the Attorney(s)), acting jointly or individually, to do any and all of the following acts or things:
    • (a) to cause the Deed of Amendment to be executed and to sign the Deed of Amendment; and
    • (b) to do all such other things as may, at the sole and absolute discretion of the Attorney(s), be required to be signed, executed or delivered, or done in connection with the legal act(s) described under (a), or be appropriate or necessary for effectively or expeditiously carrying out the objects herein authorised;

(3) to undertake to irrevocably and unconditionally to idemnify Dentons Europe LLP and the Attorney(s) against all costs, claims, expenses and liabilities in whichever way incurred by any of them as a result of the exercise or purported exercise in good faith of this authorisation."

The cast of votes was as follows:

For: 42,618,450 votes, i. e. 100% of those present at the General Meeting. Against: 0 votes, 0% of those present at the General Meeting Abstentions: 0 votes, 0% of those present at the General Meeting

The Chairman of the General Meeting stated that the resolution had been adopted by 100% votes of the shareholders attending the General Meeting and by the required majority of votes.

Closing; 3.

The Chairman stated that there were no more items for discussions and voting. She thanked the shareholders for their participation and closed the General Meeting.

In Amsterdam 5th August, 2021

Kristyna Diewokova Chairman

Kristyna Diewokova Secretary

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