Current report 2/2023

The Management Board of Investment Friends Capital SE with its registered office in Tallinn informs that on April 7, 2023 the Issuer received from Patro Invest OÜ – the Issuer’s majority shareholder – a commitment to limit the disposal of shares _Lock-up Commitment_.

Under the Lock-up Commitment, Patro Invest OÜ undertook to the Company that by October 31, 2023 in respect of all shares admitted to trading held by Patro Invest OÜ, i.e. 2 390 000 _in words: two million three hundred and ninety thousand_ pcs.:

a_ will not offer, transfer in any way, create any pledge, option, restriction of disposal, pre-emptive right, rights or benefits of third parties, other securities of any kind or other preferential arrangements _including, inter alia: transfer of ownership for security or retention of ownership_ with a similar effect, will not undertake to sell or encumber or otherwise dispose of shares or financial instruments convertible or entitling to take up or purchase shares, directly or indirectly;

b_ will not enter into any agreement or execute any transaction that will or could give rise to the transfer or other disposition, directly or indirectly, of any rights attached to shares, including the use of derivatives or the economic effect of which would be equivalent to the disposition of rights attached to shares from share ownership;

In the event of making a regulation in violation of this Commitment, Patro Invest OÜ has undertaken to pay to the other Shareholders of the Company a contractual penalty in the total amount equivalent to the sale price of shares in violation of the provisions of this Commitment. The contractual penalty referred to above shall be payable within 30 _thirty_ days of the breach.

The instruction to block all the Issuer’s shares admitted to trading held by Patro Invest OÜ to secure the fulfillment of the Lock-up obligation was submitted to Dom Maklerski Banku BPS S.A. keeping the brokerage account of Patro Invest OÜ with an indication of the inability to cancel the instruction earlier, i.e. before October 31, 2023.

The Issuer informs that the information obtained from the Shareholder Patro Invest OÜ shows that all shares admitted to trading, i.e. 2 390 000 _say: two million three hundred and ninety thousand_ shares have been blocked by Dom Maklerski Banku BPS S.A. on April 6, 2023 in accordance with the submitted commitment.

The Company’s Management Board decided to publish the above information due to the fact that it may have a significant impact on the valuation of the Company’s financial instruments listed on the Warsaw Stock Exchange.

A person representing the Company:
Damian Patrowicz, Member of the Management Board