Current report 13/2023
Place of holding the meeting: Plock, ul. Padlewskiego 18C, 09-402, Poland.
Time of the meeting: 06 October 2023, starting at 12.00 _CET_.
Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 06 October 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 23:59 of 29.09.2023 _the date of fixing the list_. According to the share ledger of the Company as at 23:59 of 29.09.2023, which is kept by NASDAQ CSD SE _Latvian registry code 40003242879_, the Company has 2 shareholders who hold altogether 105 111 804 non par value shares / votes:
1.Polish register of securities _Krajowy Depozyt Papierów Wartościowych S.A. _Polish registry code PL-0000081582, hereinafter the “KDPW”__, which holds 32 623 544 non par value shares/votes on its nominee account for and on behalf of the actual shareholders of the Company.
2.Patro Invest OÜ, Estonian registry code 14381342, which holds 72 488 260 non par value shares/votes.
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 extraordinary 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.
II.AGENDA
Pursuant to the notice of the annual general meeting of shareholders dated 14 September 2023 which are approved by the Supervisory Board of the Company, the agenda of the general meeting is the following:
1.Amendment of the articles of association of the Company and approval of the new version of the articles of association of the Company.
2.Reduction of the number of shares of the Company without nominal value.
3.Cancellation part of the shares of the Company without nominal value.
4.Share capital reduction.
III.VOTING AND RESOLUTIONS
1.Amendment of the articles of association of the Company and approval of the new version of the articles of association of the Company
1.1.The Shareholders shall amend and approve the new Articles of Association in order to decrease the share capital and the number of shares of the Company.
1.2.In connection therewith, to amend subsection 2.1 and 2.4 of the articles of association of the Company in the new wording as follows:
” 2.1. The minimum amount of share capital of the Company is 400 000 _four hundred thousand_ euros and the maximum amount of share capital is 1 600 000 _one million six hundred thousand_ euros.”
“2.4 The minimum number of the shares of the Company without nominal value is 4 000 000 _four million_ shares and the maximum number of the shares of the Company without nominal value is 16 000 000 _sixteen million_ shares.”
1.3.To approve the new version of the Company’s articles of association with the above amendments.
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.
2.Reduction of the number of shares of the Company without nominal value
2.1.In order to make a positive impact on the valuation of shares, stabilize the price, improve the liquidity of trading and in order to avoid the possible qualification of the Company’s shares to the segment of the list of alerts of the Warsaw Stock Exchange, the Chair of the meeting proposed to vote in favour of the resolution to reduce the number of shares of the Company without nominal value and to amend the articles of association of the Company as follows:
to reduce the number of shares of the Company without nominal value from 105 111 804 shares to 5 005 324 shares without altering the share capital of the Company, by replacing proportionally 105 111 804 shares without nominal value with a book value of 0.10 euros per share with 5 005 324 new shares without nominal value with a book value of 2.10 euros per share.
2.2.The execution of these resolutions is vested in the Company’s Management Board. The Management Board is authorised and obliged to file any documents and take any and all legal actions, including actions not mentioned in these resolutions, which directly or indirectly led to fulfilling provisions of these resolutions. In particular, the Management Board is authorized and obliged to carry out the reduction of the number of shares of the Company without nominal value as follows: twenty-one _21_ Company’s shares without nominal value with a book value of EUR 0,10 per share will be replaced by one share without nominal value with a book value of EUR 2,10 per share.
2.3.The Management Board is authorised to indicate the date _”Reference Date”_ on which, according to the number of shares held on each shareholder’s securities account, the new number of shares with a book value of EUR 2.10 euros per share will be set out.
2.4.Possible shortages will be covered at the expense of the shares held by Patro Invest OÜ, a limited liability company duly incorporated and validly existing under the laws of Estonia, Estonian registry code 14381342, seat Narva mnt 5, 10117 Tallinn, Estonia. Patro Invest OÜ is a shareholder who renounced the securities rights for free on the account of the shareholders having shortages but only to the extent necessary to cover the shortage and to allow each shareholder to receive one _1_ share with the new book value of EUR 2.10. Patro Invest OÜ will cover the shortage on condition that the extraordinary general meeting passes these resolutions on reduction of the number of shares of the Company without nominal value on given terms, amending the articles of association of the Company, its registration by the Estonian Commercial Register and indication by the Management Board the Reference Date, and also with effect on the date when _1_ Nasdaq CSD Branch in Estonia and _2_ Central Securities Depository of Poland _Krajowy Depozyt Papierów Wartościowych S.A. or KDPW_ carry out the procedures necessary to effectuate the reduction of the number of shares of the Company without nominal value. Therefore, as a result of the reduction of the number of shares of the Company, each Shareholder having shortages on the Reference Date _it means a shareholder holding from 1 to 20 shares with a book value of EUR 0.10_, will become entitled to receive one _1_ share with a book value of EUR 2.10 instead of shares resulting in shortage. At the same time, the rights of Patro Invest OÜ to receive shares with a new book value of EUR 2.10 instead of held shares with a book value of EUR 0.10 on the Reference Date will be reduced by the amount of shares necessary to cover the shortages. Shareholder who will have minority stakes will not be charged with the tax cost because of the low taxable amount. If it occurs that covering of all shortages is not possible in described way, then the process of the reduction of the number of shares of the Company without nominal value cannot be completed.
2.5.The shareholders of the Company are requested to check the amount of the shares held on the securities accounts and adjust their structure so that on the Reference Date, the amount of the shares will be single or a multiple of 21 shares. The Management Board shall indicate to the shareholders the Reference Date in the form of a current report. If the Management Board will not indicate any date then it is considered that the shares shall be adjusted by 06 November 2023. This procedure reduces the risk of failure of the merger process of the reduction of the number of shares of the Company without nominal value by inability to fulfil the provisions of these resolutions.
2.6.The Management Board of the Company is authorised and obliged to take all legal and organizational actions connected with changing the book value and amount of the Company’s shares in the Estonian Commercial Register, Nasdaq CSD Branch in Estonia and KDPW. These changes will be registered and kept on each shareholder’s securities account. This will be done by the systems operated by Nasdaq CSD Branch in Estonia and KDPW, respectively.
2.7.The Management Board of the Company is authorised and obliged to submit to WSE an application to suspend continuous trading in order to carry out the process of the reduction of the number of shares of the Company without nominal value. Period of suspension shall be previously agreed with KDPW.
2.8.Sections 2.1 and 2.2 of these resolutions shall enter into force on the moment the entries pertaining to the date of amending the articles of association and the new amount of the number of shares of the Company without nominal value, filed under the adopted resolutions provided in sections 2.1 – 2.2 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enters into force at the moment of their adoption.
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.
3.Cancellation part of the shares of the Company without nominal value
3.1.In order to reduce the number of shares and the amount of liabilities, the Chair of the meeting proposed to vote in favour of the resolution to cancel 499 324 shares of the Company and thereby reduce the share capital of the Company in accordance with the following rules:
3.1.1.The number of shares of the Company will be reduced by 499 324 shares, from 5 005 324 shares to 4 506 000 shares.
3.1.2.The share capital of the Company will be reduced by 1 048 580.40 euros, from 10 511 180.40 euros to 9 462 600 euros.
3.1.3.The share capital shall be reduced by cancelling 499 324 shares of the Company owned by Patro Invest OÜ. The book value of shares of the Company without nominal value will not be changed.
3.1.4.Following the cancellation of shares and reduction of share capital, the Company shall have a share capital of 9 462 600 euros consisting of 4 506 000 shares with a book value of 2.10 euros per share.
3.1.5.Patro Invest OÜ will receive 2,50 euros from the Company for each cancelled share as a result of the reduction of the share capital. In total Patro Invest OÜ shall receive 1 248 310 euros as fair compensation for cancelled shares.
3.2.To authorize and oblige the Company’s Management Board to take all legal and factual actions related to the number of the Company’s shares and amount of share capital resulting from the content of these resolutions, including in particular the extraordinary general meeting decides to:
3.2.1.authorize and oblige the Company’s Management Board to carry out the registration procedure to reduce the number of shares and share capital in the Estonian Commercial Register;
3.2.2.authorize and oblige the Management Board of the Company to register a decrease in share capital and the number of shares in the KDPW and in the NASDAQ CSD kept for the Company;
3.2.3.authorize and oblige the Company’s Management Board to carry out the operation of reducing the number of shares and share capital of the Company participating in trading on the Warsaw Stock Exchange; and
3.2.4.authorize the Management Board to indicate the date on which the shares will be cancelled and the share capital reduced.
3.3.Section 3.1 of these resolutions shall enter into force on the moment the entries pertaining to the share reduction and share capital of the Company without nominal value, filed under the adopted resolutions provided in sections 3.1 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enters into force at the moment of their adoption.
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.
4.Share capital reduction
4.1.The purpose of reducing the share capital is to reduce the book value of the Company’s shares, which in the case of plans to attract new investors may facilitate the acquisition of capital of the Company by issuing new shares. The Chair of the meeting proposed to vote in favour of the resolution to reduce the share capital of the Company by reducing the book value of the shares from 2.10 euros to 0.10 euros in accordance with the following rules:
4.1.1.The share capital of the Company will be reduced by 9 012 000 euros, from 9 462 600 euros to 450 600 euros.
4.1.2.The share capital shall be reduced by reducing the book value of all the shares of the Company from 2.10 euros to 0.10 euros. The number of shares of the Company without nominal value will not be changed and shares of the Company shall not be cancelled.
4.1.3.Following the reduction of share capital, the Company shall have a share capital of 450 600 euros consisting of 4 506 000 shares with a book value of 0.10 euros per share.
4.1.4.No payments will be made to the shareholders as a result of the reduction of the share capital. All the funds released as a result of the reduction of the share capital will be allocated to the supplementary capital of the Company.
4.2.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 share capital of the Company resulting from the content of these resolutions, including in particular the extraordinary general meeting decides to:
4.2.1.authorize and oblige the Company’s Management Board to carry out the registration procedure to reduce the book value of shares and the share capital of the Company in the Estonian Commercial Register;
4.2.2.authorize and oblige the Management Board of the Company to register a decrease in share capital and the book value in the KDPW and in the NASDAQ CSD kept for the Company;
4.2.3.authorize and oblige the Company’s Management Board to carry out the operation of reducing the book value of the Company participating in trading on the Warsaw Stock Exchange; and
4.2.4.authorize the Management Board to indicate the date on which, according to the number of shares held on each shareholder’s securities account, the new a book value of the shares of the Company will be set out.
4.3.Section 4.1 of these resolutions shall enter into force on the moment the entries pertaining to the share capital reduction and new book value of shares of the Company without nominal value, filed under the adopted resolutions provided in sections 4.1 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enters into force at the moment of their adoption.
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: 12.30.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