Current report 2/2025
Place of holding the meeting: Plock, ul. Padlewskiego 18C, 09-402, Poland.
Time of the meeting: 31 March 2025, starting at 12.00 _CET_.
Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 31 March 2025, and in accordance with the Statute of INVESTMENT FRIENDS CAPITAL SE _hereinafter referred to as the “Company”_, the Company is an undertaking with passive legal capacity, which was filed with the registration department of the Tartu County Court on 30.11.2018 under the registry code 14618005, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, with the share capital of 450 600 euros, which is divided into 4 506 000 non par value shares.
The circle of shareholders entitled to participate at the general meeting has been established as at 23:59 of 24 March 2025 _the date of fixing the list_. According to the share ledger of the Company as at 23:59 of 24 March 2025, which is kept by NASDAQ CSD SE _Latvian registry code 40003242879_, the Company has 2 shareholders who hold altogether 4 506 000 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 1 465 324 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 3 040 676 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 3 040 676 _i.e. 67,48%_ 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: 4 506 000
Total number of votes at the meeting: 3 040 676
In favour: 3 040 676 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 meetingTherefore, 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 7 March 2025 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.Approving the annual report of the Company for the financial year 2023/2024.
3.Cancellation of part of the shares of the Company without nominal value and 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 subsections 2.1 and 2.4 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 300 000 _three hundred thousand_ euros and the maximum amount of share capital is 1 200 000 _one million two hundred thousand_ euros.”
“2.4 The minimum number of the shares of the Company without nominal value is 3 000 000 _three million_ shares and the maximum number of the shares of the Company without nominal value is 12 000 000 _twelve million_ shares.”
1.3.To approve the new version of the Company’s articles of association with the abovementioned amendments.Voting results:
Number of shares: 4 506 000
Total number of votes at the meeting: 3 040 676
In favour: 3 040 676 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 meetingThe resolution of the meeting was adopted.
2.Approving the annual report of the Company for the financial year 2023/2024
2.1.To approve the annual report of the Company for the financial year 2023/2024.
2.2.Not to distribute profit to the shareholders of the Company.
2.3.To distribute all of the profits from financial year 2023/2024 to the supplementary capital of the Company.
Voting results:
Number of shares: 4 506 000
Total number of votes at the meeting: 3 040 676
In favour: 3 040 676 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 meetingThe resolution of the meeting was adopted.3.Cancellation of part of the shares of the Company without nominal value and share capital reduction.
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 1 506 000 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 1 506 000 shares, from 4 506 000 shares to 3 000 000 shares.
3.1.2.The share capital of the Company will be reduced by 150 600 euros, from 450 600 euros to 300 000 euros.
3.1.3.The share capital shall be reduced by cancelling 1 506 000 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 300 000 euros consisting of 3 000 000 shares with a book value of 0.10 euros per share.
3.1.5.Patro Invest OÜ will receive 1.22 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 1 837 320 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 ordinary 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 National Depository of Securities and in the parent deposit of 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: 4 506 000
Total number of votes at the meeting: 3 040 676
In favour: 3 040 676 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 meetingThe 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