Manydev Studio SE

Pre-Annual General Meeting Information • Oct 12, 2022

CurrentReport no. 23/2022

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Subject:Announcement _#160;about convening the Extraordinary General Meeting of theCompanywith the content of draft resolutions

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Legalbasis:Art.56 sec. 1 point 2 of the Act on Offering - current and periodicinformation

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The Management Boardof ManyDev Studio SE, with its registered office in Warsaw (01-632), at26 Bieniewicka Street, entered in the Register of Entrepreneurs of theNational Court Register kept by the District Court for the Capital Cityof Warsaw under the number KRS 0000734433 (hereinafter referred to asthe _quot;Company_quot;). Warsaw, XII Commercial Department of the National CourtRegister under the number KRS 0000734433 (hereinafter referred to as the_quot;Company_quot;), acting pursuant to Article 399 § 1, Article 4021 and Article4022 of the Code of Commercial Companies convenes the ExtraordinaryGeneral Meeting of the Company, which will be held on 10th of November2022 at. 11:00 in the Office of Notary Bartosz Walenda, located inWarsaw (01-029) at 72/43 Dzielna Street (hereinafter: _quot;the Meeting_quot;)with the following agenda:

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1._#160;_#160;_#160;_#160;_#160;Opening of theMeeting.

2._#160;_#160;_#160;_#160;_#160;Electionof the Chariman of the Meeting.

3._#160;_#160;_#160;Confirmationof the correctness of the convening of the Meeting and its ability toadopt binding resolutions.

4._#160;_#160;_#160;Recissionof the secrecy of the Meeting on the ecelction of the ReturningCommittee.

5._#160;_#160;_#160;Resignationof the election of the Returning Committee/Election of the ReturningCommittee.

6._#160;_#160;_#160;Adoptionof the agenda of the Meeting.

7._#160;_#160;_#160;_#160;Adoptionof resolutions on:

1)_#160;_#160;_#160;_#160;Thecontinued existence of the Company;

2)_#160;_#160;_#160;_#160;Appointmentof a member of the Company's Supervisory Board.

8._#160;_#160;_#160;_#160;_#160;Closing of theMeeting.

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Powers of Shareholders

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In addition, theCompany's Management Board, pursuant to Article 4022para. 2-6 of the Code of Commercial Companies_#160;announces the following:

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1._#160;_#160;_#160;_#160;_#160;Theshareholder's right to request the inclusion o particular matters on theagenda of the General Meeting.

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A shareholder orshareholders of the Company representing at least one-twentieth of theshare capital may request the inclusion of specific matters on theagenda of the Extraordinary General Meeting of the Company. The requestshould be submitted to the Management Board no later than twenty-onedays before the scheduled date of the Extraordinary General Meeting ofthe Company, i.e. by 20th of October 2022. The request should include ajustification or a draft resolution regarding the proposed agenda item.The request may be submitted in electronic form to the Company's e-mailaddress:kontakt@manydevstudio.pl.

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The request should beaccompanied by:

-copies of documentsconfirming the fact that the person submitting the request is ashareholder of the Company (e.g., certificate(s) issued by the entitymaintaining the securities account where the shares are recorded),

-copies ofdocuments confirming the fact that it represents at least one-twentiethof the Company's share capital and confirming the identity of theshareholder or persons acting on behalf of the shareholder, including:_#160;

_#8722; in the case of ashareholder who is a natural person - a copy of an identity card,passport or other official document certifying the shareholder'sidentity, or

_#8722; in the case of ashareholder other than a natural person - a copy of an extract from therelevant register or other document confirming the authorization of thenatural person(s) to represent the shareholder and a copy of theidentity card, passport or other official document certifying theidentity of the persons authorized to represent the shareholder;

-if the requestis made by a proxy, in addition - a copy of the power of attorneydocument signed by the shareholder or by persons authorized to representthe shareholder, and a copy of the identity card, passport or otherofficial document certifying the identity of the proxy

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If the request meetsthe requirements of the law, the Company's Board of Directors is obligedto immediately, but no later than eighteen days before the scheduleddate of the General Meeting, announce the changes to the agenda,introduced at the shareholders' request. The announcement shall be madein a manner appropriate to the convening of the General Meeting.

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2._#160;_#160;_#160;_#160;_#160;PAshareholder's right to submit draft resolution on matters on the agendaof the General Meeting or matters to be added to the agenda before thedate of the General Meeting.

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A shareholder orshareholders of the Company representing at least one-twentieth of theshare capital may, prior to the date of the Extraordinary GeneralMeeting of Shareholders of the Company, submit to the Company in writingor by means of electronic communication to the Company's e-mail addresskontakt@manydevstudio.pl draft resolutions on matters introduced intothe agenda of the Extraordinary General Meeting of Shareholders of theCompany or matters to be introduced into the agenda.

The submission shouldbe accompanied by:

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-copies ofdocuments confirming the fact that the person submitting the request isa shareholder of the Company (e.g., certificate(s) issued by the entityoperating the securities account on which the shares are recorded),

-copies ofdocuments confirming the fact that it represents at least one-twentiethof the Company's share capital and confirming the identity of theshareholder or persons acting on behalf of the shareholder, including:

in the case of ashareholder who is a natural person - a copy of the shareholder'sidentity card, passport or other official document certifying theshareholder's identity, or

in the case of ashareholder other than a natural person:

- a copy of anexcerpt from the relevant register or other document confirming theauthorization of the natural person(s) to represent the shareholder anda copy of the identity card, passport or other official documentcertifying the identity of the persons authorized to represent theshareholder,

-if requestedby a proxy, in addition - a copy of the power of attorney documentsigned by the shareholder or by persons authorized to represent theshareholder, and a copy of the identity card, passport or other officialdocument certifying the identity of the proxy.

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The Company shallimmediately announce the draft resolutions referred to above on itswebsite.

3._#160;_#160;_#160;_#160;_#160;Shareholder'sright to submit draft resolution on the issues placed on the agendaduring the General Meeting.

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Each shareholder ofthe Company may, during the General Meeting, submit draft resolutions onthe matters placed on the agenda of the Company's Extraordinary GeneralMeeting.

A shareholder has theright to propose amendments and additions to draft resolutions includedin the agenda of the Extraordinary General Meeting until the Chairpersonof the Meeting closes the discussion of the agenda item covering thedraft resolution to which the proposal relates. Proposals, together witha brief justification, should be submitted in writing, separately foreach draft resolution, stating the name of the shareholder (company), tothe Chairman of the Meeting.TheChairman may allow proposals to be presented orally.

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4._#160;_#160;_#160;_#160;_#160;Themanner of exercising voting rights by proxy, including, in particularinformation on the forms to be used during voting by proxy, and themanner of notifying the Company via electronic means of communication ofthe appointment of a proxy.

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Each shareholder mayparticipate in the General Meeting in person or by proxy.

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A shareholder that isa natural person may participate in the General Meeting and exercise itsvoting rights in person or by proxy. A shareholder that is not a naturalperson may participate in the General Meeting and exercise its votingrights through a person authorized to make declarations of will on itsbehalf or through an attorney. The proxy exercises all shareholderrights at the General Meeting, unless the power of attorney statesotherwise.

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The proxy may grant afurther power of proxy if it follows from the text of the power ofproxy, whereas pursuant to Art. 412 (2) § 3 of the Code of CommercialCompanies, if the proxy is a member of the Management Board, a member ofthe Supervisory Board, an employee of the Company or a member of thegoverning bodies or an employee of the Company or of a subsidiarycooperative, then granting a further power of proxy is excluded. Theproxy may represent more than one shareholder and vote differently fromshares of each shareholder. A shareholder with shares registered in morethan one securities account may appoint separate proxies to exercise therights attached to the shares registered in each of the accounts.

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A power of attorneyto participate in the General Meeting and exercise voting rights must begranted in writing or in electronic form. Granting a power of attorneyin electronic form does not require a qualified electronic signature.The form containing the template of the power of attorney is availablefrom the date of publication of this announcement on the Company'swebsite https://www.manydevstudio.pl, in the _quot;Investor Relations/GeneralMeeting_quot; tab. The use of these forms is not mandatory.

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The Company should benotified of the granting of a power of attorney in electronic form bymeans of electronic communication in the form of information sent bye-mail to kontakt@manydevstudio.pl, making every effort to ensure thatthe validity of the power of attorney can be effectively verified, andfor this purpose, the signed power of attorney sent electronically tothe Company should be scanned in _quot;pdf_quot;, _quot;jpg_quot; or _quot;tif_quot; format.

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The information onthe granting of the power of attorney should contain an accurateidentification of the proxy and the principal (indicating the name,surname, series and number of the identity card, address of residence,PESEL number, telephone number and e-mail address of both thesepersons). The information about granting the power of attorney shouldalso include its scope, i.e. indicate the number of shares from whichthe voting right will be exercised and the date and name of the generalmeeting of the Company at which these rights will be exercised.

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The authorizedrepresentatives will be allowed to participate in the ExtraordinaryGeneral Meeting upon presenting an identity document and a valid powerof attorney granted in writing or in electronic form (in the case of thepower of attorney in electronic form, the authorized representativeshould present a printout of the power of attorney).

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The Company will takeappropriate actions aimed at identifying the shareholder and the proxyin order to verify the validity of the power of attorney granted inelectronic form. Such verification may consist, in particular, in areturn question in an electronic form or by telephone, addressed to theshareholder and/or proxy in order to confirm the fact of granting thepower of attorney and its scope.

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The Companystipulates that a failure to answer questions posed during theverification process will be treated as an inability to verify thegranting of the power of attorney and will constitute a basis forrefusal to allow the proxy to participate in the General Meeting. Inorder to identify the shareholder who grants the power of attorney, thenotice of granting the power of attorney in the electronic form shouldinclude (as an enclosure):

- in the case of ashareholder being a natural person - a copy of the shareholder'sidentity card, passport or other official identification document; or

- in the case of ashareholder other than a natural person - a copy of an extract from therelevant register or other document confirming the entitlement of thenatural person(s) to represent the shareholder at the General Meeting.

In case of doubtsregarding the authenticity of the copies of the above mentioneddocuments, the Management Board reserves the right to require theattorney to present the following documents when preparing theattendance list

- in the case of ashareholder being a natural person - a copy of an identity card,passport or any other official identification document of theshareholder, certified as a true copy of the original by a notary publicor another entity authorised to certify such a copy;

or - in the case of ashareholder other than a natural person - an original or a copycertified for conformity with the original by a notary or another entityauthorised to certify for conformity of a copy with the original, of anextract from the relevant register, information corresponding to thecurrent extract from the Register of Entrepreneurs of the National CourtRegister collected pursuant to Article 4 (4aa) of the Act of 20 August1997 on the National Court Register, or another document confirming theauthorisation of one or several natural persons to represent theshareholder at the General Meeting.

The right torepresent a shareholder who is not a natural person should be evidencedby an excerpt from the relevant register (submitted in the original or acopy certified as true and correct by a notary public) or informationcorresponding to the current excerpt from the register of entrepreneursof the National Court Register collected pursuant to Art. 4 section 4aaof the Act of August 20, 1997. The person(s) granting the power ofattorney or a series of powers of attorney and an excerpt from therelevant register (submitted in the original or a copy certified to betrue by a notary public) or information corresponding to the currentexcerpt from the Register of Entrepreneurs of the National CourtRegister collected pursuant to art. 4 section 4aa of the Act of 20August 1997 on the National Court Register.

Person(s) grantingthe power of attorney on behalf of a shareholder who is not a naturalperson should be shown in the current excerpt from the register relevantfor the shareholder or information corresponding to the current excerptfrom the Register of Entrepreneurs of the National Court Registercollected pursuant to Article 4, section 4a of the Act of 20 August 1997on the National Court Register.

A member of theCompany's Management Board and the Company's employee may beshareholders' proxies at the General Meeting.

If the proxy at theGeneral Meeting is a member of the Company's Management Board, member ofthe Company's Supervisory Board, liquidator, employee or member of thegoverning bodies or employee of the Company's subsidiary, the power ofproxy may authorize representation only at one General Meeting.

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The proxy is obligedto disclose to the shareholder any circumstances indicating theexistence or possible existence of a conflict of interest. Granting offurther power of attorney is excluded.

Notification ofgranting a power of attorney in electronic form should be made not laterthan by 08:00 on the day of the Extraordinary General Meeting.

The rules regardingshareholder identification apply accordingly to notifying the Company ofrevocation of the power of attorney.

Granting or revokingof a power of attorney in electronic form or notification of granting orrevoking of a power of attorney without meeting the requirementsspecified above is not binding on the Company.

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5._#160;_#160;_#160;_#160;_#160;Thepossibility and manner of participation in the General Meeting by meansof electronic communication.

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It is envisaged thata Shareholder may participate in the General Meeting by means ofelectronic communication.

6._#160;_#160;_#160;_#160;_#160;TheManner of speaking at the General Meeting by means of electroniccommunication.

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It is envisaged thata Shareholder may speak at the General Meeting using electroniccommunication means.

7._#160;_#160;_#160;_#160;_#160;Themanner of exercising the voting right by correspondence or by means ofelectronic communication.

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It is envisaged thatthe voting right may be exercised by correspondence or by means ofelectronic communication..

8._#160;_#160;_#160;_#160;_#160;Theshareholder's right to ask questions concerning the issues placed on theagenda of the general meeting.

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A shareholder has theright to ask questions about the issues on the agenda of the generalmeeting.

9._#160;_#160;_#160;_#160;_#160;RegistrationDate for the General Meeting.

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The registration dayfor the Annual Meeting is 25th of October 2022 (the _quot;Registration Day_quot;).

10._#160;_#160;Informationon the right to participate in the General Meeting

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1)_#160;_#160;_#160;_#160;TheManagement Board announces that, in accordance with Article4061of the Code of Commercial Companies, only those persons who areshareholders of the Company sixteen days before the date of the GeneralMeeting, i.e. on the Record Date, and who make the request referred toin item 2 below, have the right to participate in the General Meeting;

2)_#160;_#160;_#160;_#160;Pledgesand users entitled to vote have the right to participate in theCompany's General Meeting, if the establishment of a limited propertyright in their favour is registered in the securities account on theRegistration Date;

3)_#160;_#160;_#160;_#160;At therequest of a person entitled on the basis of dematerialized shares ofthe Company submitted not earlier than after the announcement ofconvening the General Meeting of Shareholders, i.e. not earlier than on12th of October 2022 and not later than on the first business day afterthe Record Date for participation in the General Meeting ofShareholders, i.e. not later than on 26th of October 2022; the entitymaintaining the securities account shall issue a registered certificateof the right to participate in the General Meeting of Shareholders ofthe Company;

4)_#160;_#160;_#160;_#160;Thelist of persons entitled under the shares to participate in theExtraordinary General Meeting of Shareholders will be determined by theCompany on the basis of the list prepared by the National Depository forSecurities. The National Depository for Securities prepares the listreferred to in the preceding sentence on the basis of lists submittednot later than twelve days before the date of the General Meeting byentities entitled in accordance with the Act of 29 July 2005 on tradingin financial instruments. The basis for the preparation of the listssubmitted to the National Depository for Securities are personalcertificates of entitlement to participate in the General Meeting.

5)_#160;_#160;_#160;_#160;Thelist of shareholders entitled to participate in the General ShareholdersMeeting, pursuant to Art. 407 of the Code of Commercial Companies willbe displayed at the Company's registered office at 26 Bieniewicka Streetin Warsaw, from 8.00 a.m. to 3.00 p.m., for 3 business days before theGeneral Shareholders Meeting, i.e. 7, 8 and 9th of November 2022.

6)_#160;_#160;_#160;_#160;Shareholdersmay review the list of shareholders at the Company's registered officeand request a copy of the list against reimbursement of costs of itspreparation. Within three business days before the General Meeting isheld, a shareholder of the Company may request that the list ofshareholders entitled to participate in the General Meeting be sent tohim free of charge by e-mail, stating the address to which the listshould be sent.

7)_#160;_#160;_#160;_#160;Therequest should be made in writing, signed by a shareholder or personsauthorized to represent a shareholder and delivered by e-mail tokontakt@manydevstudio.pl.

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The request should beaccompanied by copies of documents confirming that the person making therequest is a shareholder of the Company and confirming the identity ofthe shareholder or persons acting on behalf of the shareholder, including

_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;i._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;if theshareholder is an individual, a copy of the identity card, passport orany other official document certifying the shareholder's identity; or

_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;ii._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;if theshareholder is not an individual, a copy of an extract from the relevantregister or other document confirming the authority of the individual(s)to represent the shareholder and a copy of the identity card, passportor other official document confirming the identity of persons entitledto represent the shareholder; or

_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;iii._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;if therequest is made by a proxy, additionally - a copy of the power ofattorney document signed by the shareholder, or by persons authorized torepresent the shareholder, and a copy of the identity card, passport orother official document certifying the identity of the proxy.

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11._#160;_#160;Accessto documentation and indication of the website address where informationregarding the General Meeting will be made available.

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The documentationwhich is to be presented to the General Meeting along with draftresolutions will be posted on the Company's website athttps://www.manydevstudio.pl immediately after they are drawn up and atthe Company's registered office between 9:00 a.m. and 5:00 p.m.

Comments of theCompany's Management Board or Supervisory Board concerning mattersintroduced into the agenda of the General Meeting of Shareholders ormatters which are to be introduced into the agenda before the date ofthe General Meeting of Shareholders will be available on the Company'swebsite immediately after their preparation. Information regarding theGeneral Meeting is available at https://www.manydevstudio.pl in the_quot;Investor Relations_quot; tab -_gt; _quot;General Meeting_quot;.

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