Current report 9/2023
Place of holding the meeting: Plock, ul. Padlewskiego 18C, 09-402, Poland.
Time of the meeting: 21 July 2023, starting at 13.00 _CET_.
Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 21 July 2023, and in accordance with the Statute of INVESTMENT FRIENDS CAPITAL SE _hereinafter referred to as the “Company”_, the Company was filed with the registration department of the Tartu County Court on 30.11.2018 under the registry code 14618005, Tallinn, Harju county, Kesklinna district, Tornimäe str 5, 10145, Estonia with the share capital of 10 511 180,40 euros, which is divided into 105 111 804 non par value shares.The circle of shareholders entitled to participate at the general meeting has been established as at 14 July 2023 _the date of fixing the list_. According to the share ledger of the Company as at 14 July 2023, which is kept by NASDAQ CSD SE _Latvian registry code 40003242879_, the owner of 72 488 260 of the Company’s shares, it is Patro Invest OÜ _Estonian registration code 14381342_, which holds in its account 72 488 260 shares/votes without par value.The list of shareholders of the Company attending the meeting is annexed to these minutes _Annex 1_. This list and the previous section show that 72 488 260 _i.e. 68,96%_ of all the votes represented by the shares were duly represented at the general meeting.
The holding of the general meeting of the Company is subject to § 296 of the Commercial Code, which stipulates that if the requirements of law or of the articles of association for calling a general meeting are violated, the general meeting shall not have the right to adopt resolutions except if all the shareholders participate in or all the shareholders are represented at the general meeting. Resolutions made at such meeting are void unless the shareholders, with respect to whom the procedure for calling the meeting was violated approve of the resolutions. Therefore, the meeting has a quorum.
I.OPENING THE GENERAL MEETING
The general meeting was opened by Damian Patrowicz. Damian Patrowicz _Estonian personal identification code 39008050063_ was elected to chair the meeting and Martyna Patrowicz _personal identification code 49909190016_ was elected the recorder of the meeting /the person co-ordinating the voting.Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting:72 488 260
In favour: 72 488 260 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting
Therefore, the Chair of the meeting and the recorder of the meeting / voting co-ordinator have been elected.
The Chair of the meeting and the recorder / voting co-ordinator of the meeting have verified the legal capacity of the shareholders participating at the meeting, and the identity and the right of representation of the representatives.
The management board of the Company provided an overview of the last annual report and the economic activities of the Company for the current year.
II.AGENDA
Pursuant to the notice of the annual general meeting of shareholders dated 29 June 2023 which are approved by the Supervisory Board of the Company, the agenda of the general meeting is the following:1. Extension of the term of office for the members of the Supervisory Board.
2. To approve the annual report of the Company for the financial year 2021/2022.
III.VOTING AND RESOLUTIONS1.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 of office 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.
Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 72 488 260
In favour: 72 488 260 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting2.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.
Voting results:
Number of shares: 105 111 804
Total number of votes at the meeting: 72 488 260
In favour: 72 488 260 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting
The resolution of the meeting was adopted.The meeting ended at: 13.30.The meeting was held in the Polish language.
Attachments:
Legal basis:
Other regulations
A person representing the Company:
Damian Patrowicz, Member of the Management Board