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Investment Friends Capital SE Proxy Solicitation & Information Statement 2020

Nov 6, 2020

5658_rns_2020-11-06_c8eb6930-004d-4da6-95c8-b89cbf8e1f72.pdf

Proxy Solicitation & Information Statement

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INVESTMENT FRIENDS CAPITAL SE PRE-VOTING FORM FOR THE ANNUAL GENERAL MEETING

CONVENED ON 6 NOVEMBER 2020

To vote on the draft resolutions prior to the Annual General Meeting of INVESTMENT FRIENDS CAPITAL SE (registry code 14618005), taking place on 30 November 2020 at 12:00 CET, the Management Board of INVESTMENT FRIENDS CAPITAL SE requests that the shareholder send this document on paper with a handwritten signature to Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia OR Padlewskiego Street 18C, 09-402 Plock, Poland prior to the start of the Ordinary General Meeting. Please make sure to fill out all the information requested in this form and include any additional documents required to prove your capacity to act in the name of the shareholder.

Shareholder's information

The shareholder's (natural person's) name, the shareholder's (legal person's) title, contacts (phone number and email):

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

The shareholder's (natural person's) personal code or shareholder's (legal person's) registry code:

The number of shares held:

The name ofthe shareholder's representative and basis forrepresentation (legal representative or representation by an authorised representative on the basis of a power ofattorney):

VOTING:

Please underline the option you choose in the table, "YES" or "NO" or "ABSTAINS".

Item
of
the
agenda		 Draft
of
the
resolution
/
decision		 Shareholder's
voting
1.
Amendment
of
the
articles
of		 1.
Amendment
of
the
articles
of
association
of
the
Company
and		 YES
association
of
the
Company
and		 approval
of
the
new
version
of
the
articles
of
association
of
the		 NO
approval
of
the
new
version
of
the		 Company ABSTAINS
articles
of
association
of
the		 1.1.
In
connection
with
the
bonus
issue
(Est.
fondiemissioon)
of
the
shares
of
Company 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
ofthe
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."
"4.7.
The
shareholders
may
not
vote
prior
2
to
the
general
meeting
as
per
§
298
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		 2.
Approving
the
annual
report
of
the
Company
for
the
financial
year
2019
and
and
covering
the
loss
of
financial
year
2019/2020.		 YES
NO
2019
and
covering
the
loss
of
previous
periods		 2.1.
To
approve
the
annual
report
of
the
Company
for
the
financial
year
2019.		 ABSTAINS
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		 3.
Increasing
the
share
capital
of
the
Company
through
bonus
issue.		 YES
NO
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.		 ABSTAINS
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.
4.
Reduction
of
the		 4.
Reduction
of
the
book
value
of
the
shares
of
the
Company
without		 YES
book
value
of
the
shares
of
the		 altering
the
share
capital
of
the
Company		 NO
Company
without
altering
the
share
capital
of
the
Company		 4.1.
To
reduce
the
book
value
(Est.
arvestuslik
väärtus)
of
allshares
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		 ABSTAINS
(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
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
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
otherparts
of
these
resolutions
enter
into
force
at
the
moment
of
their
adoption.
/Date/ Shareholder
(or
any
other
person
entitled
to
vote
on
behalf
of
the
shareholder),
the
name,
signature,
legal
person
seal)

__________ ____________________________________________________________

Appendices:

  • current extract from commercial registry
  • power of attorney or other proof of right of representation

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