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Investment Friends Capital SE — AGM Information 2023
May 24, 2023
5658_rns_2023-05-24_21f68cae-8449-4b7e-b030-f2414575e427.pdf
AGM Information
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NOTICE OF CONVENING ORDINARY GENERAL MEETING OF SHAREHOLDERS OF INVESTMENT FRIENDS CAPITAL SE
Published on 24 May 2023
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 ordinary general meeting of shareholders, which is held on 21 June 2023, starting at 13.00 CET in Płock, ul. Padlewskiego 18C, 09-402, Poland.
The agenda of the ordinary general meeting of shareholders is the following:
1. Extension of the term of office for the members of the Supervisory Board
2. Approving the annual report of the Company for the financial year 2021/2022.
The Supervisory Board of the Company has approved the agenda of the ordinary general meeting presented by the Management Board, and makes the following proposals to the ordinary general meeting of shareholders of the Company:
Determining agenda of Ordinary General Meeting of shareholders of the Company (to be held on 21 June 2023)
IT WAS DECIDED:
To approve the agenda of the Ordinary General Meeting of the shareholders as follows:
1. Extension of the term of office for the members of the Supervisory Board
- 1.1. To extend the term of office of Małgorzata Patrowicz (Estonian personal identification code 47003100017) as a member of the Supervisory Board from 30.05.2023 for an additional term of five years.
- 1.2. To extend the term of office of Martyna Patrowicz (Estonian personal identification code 49909190016) as a member of the Supervisory Board from 30.05.2023 for an additional term of five years.
- 1.3. To extend the term ofoffice of Jacek Koralewski (Estonian personal identification code 37103010097) as a member of the Supervisory Board from 30.05.2023 for an additional term of five years.
- 1.4. To extend the term of office of Wojciech Wiesław Hetkowski (Estonian personal identification code 35112090158) as a member of the Supervisory Board from 30.05.2023 for an additional term of five years.
2. Approving the annual report of the Company for the financial year 2021/2022.
- 2.1. To approve the annual report of the Company for the financial year 2021/2022.
- 2.2. Not to make distributions to the legal reserve or other reserves of the Company.
- 2.3. Not to distribute profit.
ORGANISATIONAL ISSUES
After the items on the agenda of the ordinary 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 ordinary general meeting will be determined as at seven days before holding the ordinary general meeting, i.e. as at 14 June 2023 at the end of the working day of the Nasdaq CSD Estonian Settlement System.
The registration of the participants of the ordinary general meeting starts on the day of the meeting, i.e. on 21 June 2023 at 12:30 CET. 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 ordinary general meeting also in case all required 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 asa personal identification document.
A shareholder may inform of the appointment of a representative or withdrawal of an authorisation given to a representative before the ordinary general meeting by e-mail on [email protected] or by submitting the mentioned document(s) on business days from 09:00 to 17:00 no later than by 20 June 2023 to Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, 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 of the new version of the articles of association, the draft resolutions, and any other documents of the ordinary general meeting are available for reviewing as of 24 May 2023 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. Questions regarding any item on the agenda of the ordinary general meeting may be addressed to the Company by e mail at [email protected], or by telephone +48-796-118-929. The questions, responses and the minutes of the ordinary general meeting shall be published on the website of the Company at http://www.ifcapital.pl.
The Management Board has resolved to not allow voting electronic voting in the ordinary general meeting.
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 ordinary general meeting, provided that the relevant request is submitted in writing at least15 days prior to the date of the ordinary general meeting, at the latest by 6 June 2023. 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 ordinary general meeting, at the latest 3 days prior to the date of the ordinary general meeting by 16 June 2023. 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 submit simultaneously with the request on the modification of the agenda a draftof 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