Investment Friends Capital SE — AGM Information 2020

Nov 6, 2020

NOTICE OF CONVENING ANNUAL GENERAL MEETING OF SHAREHOLDERS OF INVESTMENT FRIENDS CAPITAL SE

Published on 6 November 2020

The Management Board of INVESTMENT FRIENDS CAPITAL SE, Estonian registry code 14618005, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia (hereinafter Company) convenes an annual general meeting of shareholders, which is held on 30 November 2020, starting at 12.00 CET in Płock, ul. Padlewskiego 18C, 09-402, Poland.

The agenda of the annual general meeting of shareholders 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.

3. Increasing the share capital of the Company through bonus issue.

4. Reduction of the book value of the shares of the Company without altering the share capital of the Company

The Supervisory Board of the Company has approved the agenda of the annual general meeting presented by the Management Board, and makes the following proposals to the annual general meeting of shareholders of the Company:

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, 2.4 and 4.7 of the articles of association of the Company 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 ofthe shares of the Company without nominal value is 120 000 000 (one hundred and twenty million) shares."

"4.7. The shareholders may not vote prior to the general meeting as per § 298 ² 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.

2. Approving the annual report of the Company for the financial year 2019 and covering the loss of previous periods

• 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.
• 2.3. Not to make distributions to the legal reserve or other reserves of the Company.

2.4. Not to distribute profit.

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 8408 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 ofthe balance sheet as at 31.06.2020 provided in the 2019 annual report. The bonus issue shall be performed as of 07.12.2020 17:00 CET.

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 existing15 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 ofthe 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 10 511 180,4 (ten million five hundred eleven thousand one hundred eighty point four) and will be divided into 105 111 804 (one hundred five million one hundred eleven thousand eight hundred and four) shares with a book value of EUR 0,1/each.
• 4.4. The purpose of reducing the book value of the shares of the Company and proportionally increasing their 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 ofthe 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 ofthe 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 otherparts of these resolutions enter into force at the moment of their adoption.

ORGANISATIONAL ISSUES

After the items on the agenda of the annual general meeting, including additional issues, have been discussed, the shareholders can ask for information from the Management Board about the activity of the Company.

The list of shareholders entitled to participate in the annual general meeting will be determined as at seven days before holding the annual general meeting, i.e. as at 23 November 2020 at the end of the working day of the Nasdaq CSD Estonian Settlement System.

The registration of the participants of the annual general meeting starts on the day of the meeting, i.e. on 30 November 2020 at 11:30 CET/EET. For registration you are kindly requested to submit the following documents:

a shareholder that is a natural person – personal identification document; a representative of a shareholder that is a natural person – personal identification document and a written letter of authorisation; a legal representative of a shareholder that is a legal person – an extract of the relevant (commercial) register in which the legal person is registered, and the personal identification document of the representative; a transactional representative of a shareholder that is a legalperson is also required to submit a written authorisation issued by the legal representative of the legal person in addition to the above listed documents.

We kindly ask the documents of a legal person registered in a foreign country to be legalised or having an apostille attached to the documents beforehand, unless specified otherwise in an international agreement. INVESTMENT FRIENDS CAPITAL SE may register a shareholder that is a legal person from a foreign country to the annualgeneral meeting also in case allrequired information on the legal person and itsrepresentative are included in a notarised letter of authorisation issued in the foreign country and the respective letter ofauthorisation is accepted in Estonia.

We ask you to present a passport or an ID-card as a personal identification document.

A shareholder may inform of the appointment of a representative or withdrawal of an authorisation given to a representative before the annual general meeting by e-mail on biuro@ifcapital.pl or by submitting the mentioned document(s) on business days from 09:00 to 17:00 no later than by 27 November 2020 to Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia or on Padlewskiego Street 18C, 09-402 Plock, Poland, prepared on the respective forms published on the homepage of INVESTMENT FRIENDS CAPITAL SE at http://www.ifcapital.pl. You can find information about appointment of a representative or withdrawal of an authorisation on the same homepage.

The draft resolutions, and any other documents of the annual general meeting are available for reviewing as of 9 November 2020 on the website of the Company at http://www.ifcapital.pl. and on workdays between 09:00 to 17:00 at Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia or on Padlewskiego Street 18C, 09-402 Plock, Poland. Questions regarding any item on the agenda of the annual general meeting may be addressed to the Company by e-mail at biuro@ifcapital.pl, or by telephone +48-796-118-929. The questions, responses and the minutes of the annual general meeting shall be published on the website of the Company at http://www.ifcapital.pl.

The Management Board has resolved to not allow votingelectronic voting in the annual general meeting as per clause 4.7 of the Articles of Association of INVESTMENT FRIENDS CAPITAL SE.

The shareholders, whose shares represent at least 1/20 th of the share capital may request that additional issues be included in the agenda of the annual general meeting, provided that the relevant request is submitted in writing at least15 days prior to the date of the annual general meeting, at the latest by 13 November 2020. The shareholders, whose shares represent at least 1/20 th of the share capital may submit to the Company a written draft of the resolution in respect to each item on the agenda of the annual general meeting, at the latest 3 days prior to the date of the annual general meeting by 27 November 2020. More detailed information available on §287 of the Estonian Commercial Code (right of shareholder to information), §293 (2) (right to demand the inclusion of additional issues in the agenda) and §293¹ (3) (obligation to submitsimultaneously with the request on the modification of the agenda a draft of the resolution or substantiation) and §293¹ (4) (right to submit a draft of the resolution in respect to each item on the agenda) about the rules and term of exercising these rights have been published on the homepage of INVESTMENT FRIENDS CAPITAL SE at http://www.ifcapital.pl. The submitted proposals regarding additional items on the agenda, the reasoning for including any items on agenda, and draft

resolutions shall be published after their receipt on the website of the Company at http://www.ifcapital.pl. The drafts and statements of reason thereof are available for reviewing also at the offices of the Company on workdays between 09:00 to 17:00 at Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia.

Damian Patrowicz Member of the management board of INVESTMENT FRIENDS CAPITAL SE