Investment Friends Capital SE — AGM Information 2021

Nov 2, 2021

Company Investment Friends Capital SE

Type Company Release

Category Results of General Meeting

Disclosure time 02 Nov 2021 19:36:57 +0200

Attachments:

• ang est PROT 2021 10 18 INVESTMENT FRIENDS CAPITAL SE minutes of the 02.11 EGM.pdf (http://oam.fi.ee/en/download?id=5852) - 2021.11.02_EST_IFC SE New Articles of Association (in Estonian).pdf (http://oam.fi.ee/en/download?id=5853)

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: 2 November 2021, starting at 12.00 (CET).

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 2 November 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 500 532,40 euros, which is divided into 5 005 324 non par value shares.

The circle of shareholders entitled to participate at the general meeting has been established as at 23:59 of 26 October 2021 (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 26 October 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 Wartociowych S.A. (Polish registry code PL-0000081582, hereinafter the "KDPW")), which holds all 5 005 324 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 3 534 823 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 3 534 823 (i.e. 70,62%) of all the votes represented by the shares were duly represented at the general meeting.

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: 5 005 324 Total number of votes at the meeting: 3 534 823 In favour: 3 534 823 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 annual general meeting of shareholders dated 11 October 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 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 2020/2021. 3.Increasing the share capital of the Company through bonus issue.

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 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 (three million) euros and the maximum amount of share capital is 12 000 000 (twelve million) 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."

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

Voting results: Number of shares: 5 005 324 Total number of votes at the meeting: 3 534 823 In favour: 3 534 823 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 2020 2.1.To approve the annual report of the Company for the financial year 2020/2021. 2.2.Not to make distributions to the legal reserve or other reserves of the Company. 2.3.Not to distribute profit.

Voting results: Number of shares: 5 005 324 Total number of votes at the meeting: 3 534 823 In favour: 3 534 823 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 issuing 100 106 480 new shares to the Shareholders of the Company, thus the number of shares of the Company increases from 5 005 324 to 105 111 804.

3.2.To increase the share capital of the Company through bonus issue at the expense of the equity capital in the amount of EUR 10 010 648 on the basis of the balance sheet as at 30.06.2021 provided in the 2020/2021 annual report. The record date of the bonus issue shall be on 12.11.2021 17:00 CET.

3.3.By means of the bonus issue the share of the Shareholder in the share capital of the Company will increase in proportion to the share in the share capital as at the date of establishing the right to participate in the bonus issue. Therefore, as a result of the bonus issue every shareholder of the Company shall receive 20 new shares for each 1 share owned by the shareholder of the Company.

3.4.The authorization and obligation of the Management Board of the Company to take all legal and factual actions related to the issue of bonus shares, including in particular:

3.4.1.authorize the Management Board to set a record day for obtaining the rights to receive new series shares by Shareholders who hold the Company's shares listed on the Warsaw Stock Exchange.

3.4.2.authorize the Management Board to register the shares issued under the bonus issue with the National Depository for Securities (KDPW) and with the NASDAQ CSD (home deposit) kept for the benefit of the Company.

3.4.3.authorize the Management Board to perform all actions necessary to admit the shares issued under the bonus issue to trading on the regulated market and to dematerialize these shares.

Voting results: Number of shares: 5 005 324 Total number of votes at the meeting: 3 534 823 In favour: 3 534 823 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.