Investment Friends Capital SE — AGM Information 2021

Oct 11, 2021

DRAFT RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF INVESTMENT FRIENDS CAPITAL SE WHICH WILL BE HELD ON 2 NOVEMBER 2021

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 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 ofthe shares of the Company without nominal value is30 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."

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

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.

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 premium 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 benefitof the Company.
• 3.4.3. authorize the Management Board to perform allactions necessary to admit the shares issued under the bonus issue to trading on the regulated market and to dematerialize these shares.