Investment Friends Capital SE — AGM Information 2020

Nov 30, 2020

Company Investment Friends Capital SE

Type Company Release

Category Results of General Meeting

Disclosure time 30 Nov 2020 18:37:56 +0200

Attachments:

• 30.11.2020 IFC SE New Articles of Association (in English).pdf (http://oam.fi.ee/en/download?id=5048)

• 30.11.2020 IFC SE New Articles of Association (in Estonian).pdf (http://oam.fi.ee/en/download?id=5049)

• 30.11.2020 INVESTMENT FRIENDS CAPITAL SE minutes of AGM-1.pdf (http://oam.fi.ee/en/download?id=5050)

Currency

Title

Protocol of the Ordinary General Meeting of Shareholders of INVESTMENT FRIENDS CAPITAL

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

Time of the meeting: 30 November 2020, starting at 12.00 (Warsaw Time).

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 30 November 2020, 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 November 2018 under the registry code 14618005, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, with the share capital of 2 102 236,08 euros, which is divided into 15,015,972 non par value shares.

The circle of shareholders entitled to participate at the annual general meeting has been determined as at 23 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 23 November 2020, which is kept by NASDAQ CSD SE (Latvian registry code 40003242879), the holder of all the shares of the Company is the National Depository of Securities of Poland (Krajowy Depozyt Papierów Wartociowych S.A. (Polish registry code PL-0000081582, hereinafter "KDPW")) which holds all 15,015,972 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 10 459 380 shares/votes of the Company.

The list of shareholders of the Company attending at the annual general meeting is annexed to these minutes (Annex 1). This list and the previous section show that 10 459 380 (i.e. 69,655%) of all the votes represented by the shares were duly represented at the general

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: 15 015 972 Total number of votes at the meeting: 10 459 380 In favour: 10 459 380 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 coordinator 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.

II. AGENDA

Pursuant to the notice of the annual general meeting of shareholders dated 6 November 2020 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 of the Company and approval of the new version of the articles of association of the Company.

2. Approving the annual report of the Company for the financial year 2019/2020 and covering the loss of financial year 2019/2020.

III. VOTING AND RESOLUTIONS

On 10 November 2020 a shareholder of the Company Patro Invest OÜ proposed a request to amend the section 1 of the draft resolutions prepared by the management board of the Company. The section 1 to be voted at the annual general meeting of the Company is the amended version of the draft resolutions of the annual general meeting convened on 6 November 2020 as proposed by Patro Invest OÜ. The initially proposed section 1 was not adopted by the shareholders.

1. Amendment of the articles of association of the Company and approval of the new version of the articles of association of the Company

1.1.In connection with the bonus issue (Est. fondiemissioon) of the shares of the Company, to amend sections 2.1 and 2.4 of the articles of association of the Company, to add section 4.8 to the articles of association and to approve it in the new wording as follows:

"2.1. The minimum amount of share capital of the Company is 3 000 000 euros and the maximum amount of share capital is 12 000 000 euros."

"2.4. The minimum number of the shares of the Company without nominal value is 30 000 000 (thirty million) shares and the maximum number of the shares of the Company without nominal value is 120 000 000 (one hundred and twenty million) shares."

"4.8. The shareholders may not vote prior to the general meeting as per § 2982 of the Commercial Code."

1.2.To approve the new version of the Company's articles of association with the abovementioned amendments.

1.3.Section 1 of these resolutions shall enter into force at the moment the new version of the articles of association adopted under these resolutions is entered into the Estonian Commercial Register.

Voting results:

Number of shares: 15 015 972 Total number of votes at the meeting: 10 459 380 In favour: 10 459 380 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.Approving the annual report of the Company for the financial year 2019/2020 and covering the loss of financial year 2019/2020

2.1.To approve the annual report of the Company for the financial year 2019.

2.2.To cover the loss of financial year 2019/2020 from the supplementary capital.

2.4.Not to distribute profit.

Voting results:

Number of shares: 15 015 972 Total number of votes at the meeting: 10 459 380 In favour: 10 459 380 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.Increasing the share capital of the Company through bonus issue

3.1.To increase the share capital of the Company through bonus issue by increasing the nominal value of the shares held by the shareholders by EUR 8 408 944,32, from EUR 2 102 236,08 to EUR 10 511 180,4.

3.2.To increase the share capital of the Company through bonus issue at the expense of the premium in the amount of EUR 8 408 944,32 on the basis of the balance sheet as at 30.06.2020 provided in the 2019 annual report. The bonus issue shall be performed as of 07.12.2020 17:00 CET.

Voting results:

Number of shares: 15 015 972 Total number of votes at the meeting: 10 459 380 In favour: 10 459 380 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.Reduction of the book value of the shares of the Company without altering the share capital of the Company

4.1.To reduce the book value (Est. arvestuslik väärtus) of all shares of the Company seven (7) times without altering the share capital of the Company, from EUR 0,7/per share to EUR 0,1/per share, whereby the number of shares of the Company shall increase simultaneously and proportionally seven (7) times from the existing 15 015 972 (fifteen million fifteen thousand nine hundred and seventy two) shares to 105 111 804 (one hundred five million one hundred eleven thousand eight hundred and four) shares (Split of shares).

4.2.As a result of the split of shares, the existing shareholders of the Company shall receive, for each 1 (one) current Company's share with a book value of EUR 0.7, 7 (seven) shares with a book value of EUR 0,1/each.

4.3.Therefore, the Company's share capital will not change and will continue to amount to EUR

number is to improve the liquidity of the Company's shares listed on the Warsaw Stock Exchange.

4.5.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 and the amendment to the Company's articles of association resulting from the content of these resolutions, including in particular the ordinary general meeting decides to:

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

4.5.2.authorize and oblige the Management Board of the Company to register a decrease in the book value and increase in the number of the Company's shares in the National Depository of Securities and in the parent deposit of NASDAQ CSD kept for the Company; and

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

4.6.Sections 4.1-4.4 of these resolutions shall enter into force on the moment the new version of the articles of association adopted under these resolutions is entered into the Estonian Commercial Register. The other parts of these resolutions enter into force at the moment of their adoption.

Voting results:

Number of shares: 15 015 972 Total number of votes at the meeting: 10 459 380 In favour: 10 459 380 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: 12.30.

The meeting was held in the Polish language.