Current report No. 4/2022

22.01.2022

Legal basis: Article 56 section 1 item 2 of the Public Offering Act – current and periodic information

Announcement

on convening an Extraordinary General Meeting

of the Company MANYDEV STUDIO SE

The Management Board of ManyDev Studio SE with its registered office in Warsaw (01-632), at 26 Bieniewicka Street, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under KRS No. 0000734433 (hereinafter referred to as the “Company”), acting pursuant to Article 399 § 1, Article 4021 and Article 4022 of the Commercial Companies Code, hereby convenes the Extraordinary General Meeting of the Company, to be held at 17th of February 2022 at 11:00 in the Notary Office of Bartosz Walenda, with registered office in Warsaw (01-029) at ul. Dzielna 72/43 (hereinafter referred to as the “Meeting”) with the following agenda:

1.         Opening of the Meeting.

2.         Election of the Chairperson of the Meeting.

3.         Confirmation of the correctness of the convening of the General Meeting and its capacity to adopt binding resolutions.

4.         Approval of the agenda of the Meeting.

5.         Presentation of a written opinion by the Company’s Management Board justifying the reasons for depriving the shareholders of the pre-emptive right to series I shares and the proposed issue price for the shares or the manner of its determination.

6.         Adopting resolutions on the following issues:

1) increasing the Company’s share capital through the issue of series I bearer shares, carried out as a private placement, with complete deprivation of pre-emptive rights of existing shareholders, and a related amendment to § 6 of the Company’s Articles of Association,

2) granting consent by the Extraordinary General Meeting to apply for admission of series I shares and allotment certificates to trading under a public offering on the regulated market operated by the Warsaw Stock Exchange, and granting authorization to the Company’s Management Board in this respect,

4) amend the Company’s Articles of Association,

5) amendments to the Regulations of the General Meeting of the Company.

7. Closing of the Meeting.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In connection with the inclusion on the agenda of the Extraordinary General Meeting of the resolution on amendments to the Company’s Articles of Association, the Management Board of the Company announces that it is planned to introduce the following amendments to the Company’s Articles of Association:

§ 6 of the Company’s Articles of Association, current wording:

㤠6

Share Capital

1. The Company’s share capital is no more than EURO 456,000.00 (four hundred fifty six thousand euro).

2. the Company’s share capital is divided into no more than 22.800.000 (twenty two milion eight hundred thousand) with a nominal value of EUR 0.02 (two euro cents) per share.

3. The share capital shall be divided into:

– A2 series shares in the number of 235,700 (two hundred thirty-five thousand seven hundred) bearer shares from number 000,001 to number 235,700, with a nominal value of EURO 0.02 (two euro cents) each share;

– B-series shares in the number of 40,000 (forty thousand) bearer shares from number 00.001 to number 40,000, having the nominal value of EUR 0.02 (two euro cents) each share;

-C series shares in the number of 107,000 (one hundred and seven thousand) bearer shares from number 000.001 to number 107,000, having the nominal value of EUR 0.02 (two euro cents) each share;;

-D-series shares in the number of 200,000 (two hundred thousand) bearer shares from number 000.001 to number 200,000, having the nominal value of EUR 0.02 (two euro cents) each share;;

-E-series shares in the number of 600,000 (six hundred thousand) bearer shares from number 000.001 to number 600,000, having the nominal value of EUR 0.02 (two euro cents) each share;

-F series shares in the number of 5,076,300 (five million seventy-six thousand three hundred) bearer shares from number 0,000,001 to number 5,076,300, with a nominal value of EUR 0.02 (two euro cents) each share,

-G-series shares in the number of 741,000 (seven hundred and forty-one thousand) bearer shares from number 000,001 to number 741,000, with a nominal value of EUR 0.02 (two euro cents) per share,

-H-series shares in the number of 14,000,000 (fourteen million) bearer shares from number 00,000,001 to number 14,000,000, with a nominal value of EUR 0.02 (two euro cents) per share,

-no more than 1.800.000 (one milion eight hundred thousand euro) series I bearer shares from number 00.000.001 to number 01.800.000, with a nominal value of EUR 0.02 (two euro cents) each share.”

§ 5 of the Company’s Articles of Association the previous wording:

„The objects of the Company are::

1)     Production of gas fuels (PKD 35.21.Z)

2)     Generation of electricity (PKD 35.11.Z),

3)     Transmission of electrical energy (PKD 35.12.Z),

4)     Distribution of electricity (PKD 35.13.Z),

5)     Trade in electric power (PKD 35.14.Z),

6)     Steam, hot water and air conditioning supply (PKD 35.30.Z),

7)     Financial leasing (PKD 64.91.Z),

8)     Buying and selling of real estate on own account (PKD 68.10.Z),

9)     Renting and managing own or leased property (PKD 68.20.Z),

10)  Real estate agency (PKD 68.31.Z),

11)  Management of real estate on a fee or contract basis (PKD 68.32.Z),

12)  Other professional, scientific and technical activities not elsewhere classified (PKD 74.90.Z),

13)  Other financial service activities not elsewhere classified, except insurance and pension funds (PKD 64.99.Z),

14)  Other forms of extending credit (PKD 64.92.Z),

15)  Activities of holding companies (PKD 64.20.Z),

16)  Other monetary intermediation (PKD 64.19.Z),

17)  Publishing activities in the area of computer games (PKD 58.21.Z)

18)  Activity related to software (PKD 62.01.Z),

19)  Publishing of newspapers (58.13.Z)

20)  Publishing magazines and other periodicals (PKD 58.14.Z),

21)  Other non-school forms of education not elsewhere classified (PKD 85.59.B),

22)  Other publishing activities (PKD 58.19.Z),

23)  Service activities related to preparing for printing (PKD 18.13.Z),

24)  Reproduction of recorded media (PKD 18.20.Z),

25)  Manufacture of games and toys (PKD 32.40.Z),

26)  Wholesale of computers, peripheral devices and software (PKD 46.51.Z)”

is replaced by the following:

„The object of the Company’s activities is:

1) Computer game publishing activities (PKD 58.21.Z),

2) Activity connected with software (PKD 62.01.Z),

3) Publishing of newspapers (58.13.Z),

4) Publishing magazines and other periodicals (PKD 58.14.Z),

5) Other non-school forms of education not elsewhere classified (PKD 85.59.B),

6) Other publishing activities (PKD 58.19.Z),

7) Service activities related to preparing for printing (PKD 18.13.Z),

8. Reproduction of recorded media (PKD 18.20.Z),

9. Manufacture of games and toys (PKD 32.40.Z),

10) Wholesale of computers, peripheral equipment and software (PKD 46.51.Z),

11) Translation activities (74.30.Z)”.

§ 7 of the Company’s Articles of Association, in the current wording, shall be repealed:

„Conditional capital increase

1. The nominal value of the conditional increase of the Company’s share capital shall be set at no more than EUR 280,000 (two hundred and eighty thousand euro).

2. The conditional share capital increase shall be effected through the issue of new ordinary series H bearer shares with a nominal value of EUR 0.02 (two euro cents) each, in a number not exceeding 14,000,000 (fourteen million).

3. Series H shares shall be subscribed for by holders of subscription warrants pursuant to Resolution No. 6 of the Extraordinary General Meeting of the Company dated 30 November 2020.

4. The purpose of the conditional capital increase referred to in sub-paragraph 1 is to grant the right to subscribe for series H shares to the holders of subscription warrants for series H shares issued pursuant to Resolution No. 6 of the Extraordinary General Meeting of 30 November 2020.

5. The holders of subscription warrants for series H shares of the company referred to in points 3 and 4 will be entitled to subscribe for series H shares.

6. The right to subscribe for series H shares may be exercised no later than 29 October 2030.”

Shareholders’ rights

In addition, the Management Board of the Company, pursuant to Article 4022 para. 2-6 of the Commercial Companies Code, announces the following:  

  1. Shareholder’s right to request the inclusion of particular matters on the agenda of the General Meeting.

A shareholder or shareholders of the Company representing at least one twentieth of the share capital may request the inclusion of specific matters on the agenda of the Extraordinary General Meeting of the Company. The request should be submitted to the Management Board no later than twenty-one days before the set date of the Extraordinary General Meeting of the Company, i.e. until 27th of January 2022. The request should contain substantiation or draft resolution concerning the proposed agenda item. A request may be submitted in the electronic form to the e-mail address of the Company: kontakt@manydevstudio.pl.  

The request should be accompanied by::

– copies of documents confirming that the person making the request is a shareholder of the Company (e.g. certificate(s) issued by the entity operating the securities account on which the shares are recorded),

– copies of documents confirming the fact that he/she represents at least one twentieth of the Company’s share capital and confirming the identity of the shareholder or persons acting on behalf of the shareholder, including:

− in the case of a shareholder who is a natural person – a copy of the identity card, passport or other official document confirming the shareholder’s identity, or

− in the case of a shareholder other than a natural person

– a copy of an extract from the relevant register or any other document evidencing the powers of the natural person(s) to represent the shareholder, and a copy of the identity card, passport or any other official document certifying the identity of persons authorised to represent the shareholder;

if the request is submitted by a proxy, additionally – a copy of the power of attorney document signed by the shareholder or by persons authorised to represent the shareholder and a copy of the identity card, passport or of another official document confirming the identity of persons authorised to represent the proxy..

If the request meets the requirements of law, the Company’s Management Board is obliged to announce changes to the agenda introduced at the shareholders’ request immediately, but no later than eighteen days before the set date of the General Meeting (i.e. by 31st of January 2022). The announcement is made in a manner appropriate for the convening of the General Meeting..

  • The shareholder’s right to propose draft resolutions on items placed on the agenda of the General Meeting or items to be placed on the agenda prior to the date of the General Meeting.

A shareholder or shareholders of the Company representing at least one twentieth of the initial capital may, before the date of the Extraordinary General Meeting of the Company, submit to the Company in writing or using means of electronic communication to the e-mail address of the Company kontakt@manydevstudio.pl draft resolutions concerning matters introduced into the agenda of the Extraordinary General Meeting of the Company or matters that are to be introduced into the agenda..

The notification should be accompanied by:

– copies of documents confirming that the person making the request is a shareholder of the Company (e.g. certificate(s) issued by the entity operating the securities account on which the shares are recorded),

– copies of documents confirming the fact that he/she represents at least one twentieth of the Company’s share capital and confirming the identity of the shareholder or persons acting on behalf of the shareholder, including:

in the case of a shareholder who is a natural person – a copy of the identity card, passport or other official document confirming the shareholder’s identity, or

in the case of a shareholder other than a natural person:

– a copy of an extract from the relevant register or other document confirming the authorisation of the natural person(s) to represent the shareholder and a copy of the identity card, passport or other official document certifying the identity of the persons authorised to represent the shareholder,

– if the request is submitted by a proxy, additionally – a copy of the power of attorney document signed by the shareholder or by persons entitled to represent the shareholder and a copy of the identity card, passport or of another official document confirming the identity of persons entitled to represent the shareholder.

The Company will immediately publish the draft resolutions referred to above on its website.

  • Shareholder’s right to submit draft resolutions concerning issues introduced to the agenda during the General Meeting..

Each shareholder of the Company may, during the General Meeting, propose draft resolutions concerning matters introduced into the agenda of the Extraordinary General Meeting of the Company.  

A shareholder has the right to propose amendments and complements to draft resolutions included on the agenda of the Extraordinary General Meeting until the Chairperson of the Meeting closes the discussion on the item on the agenda covering the draft resolution to which the proposal applies. The proposals, together with a brief justification, should be submitted in writing, separately for each draft resolution, indicating the forename and surname (company name) of the shareholder, to the Chairperson of the Meeting. The Chairperson may allow proposals to be presented orally.

  • The manner of exercising the voting right by proxy, including in particular information on the forms to be used when voting by proxy, and the manner of notifying the Company by electronic means of communication of the appointment of a proxy.

Each shareholder may attend the Meeting in person or by proxy.

A shareholder that is a natural person may participate in the General Meeting and exercise its voting rights either in person or through an attorney. Shareholders who are not natural persons may participate in the General Meeting and exercise their voting rights through a person authorised to make declarations of will on their behalf or through a proxy. A proxy holder exercises all the shareholder’s rights at the General Meeting, unless the power of attorney states otherwise..

The proxy may grant a further power of attorney if this follows from the wording of the power of attorney, whereas pursuant to Article 412 (2) § 3 of the CCC, if the proxy is a member of the Management Board, a member of the Supervisory Board, an employee of the Company or a member of the governing bodies or an employee of the Company or of a cooperative dependent on the Company, then granting a further power of attorney is excluded. The proxy may represent more than one shareholder and vote differently from the shares of each shareholder. A shareholder with shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to the shares registered in each account.

A proxy to attend the General Meeting and exercise voting rights must be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require a qualified electronic signature. The form containing the specimen power of attorney is available from the date of publication of this announcement on the Company’s website https://www.manydevstudio.pl, under “Investor Relations/General Meeting”. The use of these forms is not obligatory.

The Company should be notified of the granting of a power of attorney in electronic form by means of an e-mail message to kontakt@manydevstudio.pl making every effort to enable effective verification of the validity of the power of attorney, and for this purpose, the signed power of attorney sent electronically to the Company should be scanned in “.pdf”, “jpg” or “tif” format.

The information on the granting of the power of attorney should contain an accurate identification of the proxy and the principal (indicating the name, surname, series and number of identity card, residential address, PESEL number, telephone number and e-mail address of both). The information on granting the power of attorney should also include its scope, i.e. indicate the number of shares from which the voting right will be exercised and the date and name of the general meeting of the Company at which these rights will be exercised.

The proxies will be admitted to participate in the Ordinary General Meeting upon presentation of an identity document and a valid power of attorney granted in writing or in electronic form (in the case of a power of attorney in electronic form, the proxy should present a printout of the power of attorney).

The Company will take appropriate actions to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form. Such verification may consist, in particular, in a return question in electronic form or by telephone, addressed to the shareholder and/or proxy in order to confirm the fact of granting the power of attorney and its scope.

The Company stipulates that a failure to answer the questions posed during the verification process will be treated as an inability to verify the granting of the power of attorney and will constitute a basis for refusing to allow the proxy to participate in the General Meeting. In order to identify the shareholder granting the power of attorney, the notification of granting the power of attorney in electronic form should include (as an attachment):

− in the case of a shareholder that is an individual, a copy of the identity card, passport or of another official document confirming the shareholder’s identity; or

− in the case of a shareholder other than a natural person – a copy of an extract from the relevant register or other document confirming the authority of the natural person(s) to represent the shareholder at the General Meeting.

In the event of doubt as to the authenticity of the copies of the above-mentioned documents, the Management Board reserves the right to require the attorney to present the following at the time of making the attendance list:

− in the case of a shareholder who is a natural person – a copy of an identity card, passport or any other official identification document of the shareholder, certified as a true copy of the original by a notary public or another entity authorised to certify such a copy;

or – in the case of a shareholder other than a natural person – an original or a copy certified for conformity with the original by a notary or another entity authorised to certify for conformity of a copy with the original, of an extract from the relevant register, information corresponding to the current extract from the Register of Entrepreneurs of the National Court Register collected pursuant to Article 4 (4aa) of the Act of 20 August 1997 on the National Court Register, or another document confirming the authorisation of one or more natural persons to represent the shareholder at the General Meeting.

The right to represent a shareholder who is not a natural person should arise from an excerpt from the relevant register (submitted in the original or a copy certified as true and correct by a notary public) or information corresponding to a current excerpt from the register of entrepreneurs of the National Court Register collected pursuant to Art. 4, section 4aa of the Act of 20 August 1997. the National Court Register, or a sequence of powers of attorney and an excerpt from the relevant register (submitted in the original or a copy certified to be true by a notary public) or information corresponding to the current excerpt from the Register of Entrepreneurs of the National Court Register collected pursuant to art. 4 section 4aa of the Act of 20 August 1997 on the National Court Register..

Person/s granting a power of attorney on behalf of a shareholder who is not a natural person should be shown in a current excerpt from the register relevant for a given shareholder or information corresponding to a current excerpt from the Register of Entrepreneurs of the National Court Register collected pursuant to Article 4, section 4a of the Act of 20 August 1997 on the National Court Register.

A member of the Company’s Management Board and the Company’s employee may be shareholders’ proxies at the General Meeting.

If the proxy at the General Meeting is a member of the Company’s Management Board, member of the Company’s Supervisory Board, liquidator, employee or member of the governing bodies or employee of the Company’s subsidiary, the power of proxy may authorise representation only at one General Meeting.

The proxy holder is obliged to disclose to the shareholder any circumstances indicating the existence or possible existence of a conflict of interest. The granting of a further proxy is excluded.

Notification of granting the power of attorney in electronic form should be made not later than by 08:00 on the day of the Extraordinary General Meeting.

The principles concerning shareholder identification apply accordingly to notifying the Company of revocation of the power of attorney.

Granting or revoking of the power of attorney in the electronic form or notification on granting or revoking of the power of attorney without meeting the indicated requirements is not binding for the Company.

  • Possibility and manner of participation in the General Meeting by means of electronic communication.

The Management Board of the Company announces that it is not possible to participate in the General Meeting using electronic means of communication.

  • Manner of Speaking at the General Meeting Using Electronic Means of Communication.

The Management Board of the Company announces that it is not possible to participate in the General Meeting via electronic means of communication.

  • The way of exercising the voting right by mail or using electronic means of communication.

The Company does not provide for the possibility of exercising the voting right by mail or using electronic means of communication.

  • Shareholder’s right to ask questions concerning issues on the agenda of the general meeting.

A shareholder has the right to ask questions concerning issues on the agenda of the General Meeting.

  • Date of registration of attendance at the General Meeting.

The record date for the Annual General Meeting is 1st of February 2022 (“Record Date”).

  1. Information on the right to participate in the General Meeting.

1)     The Management Board of the Company announces that, pursuant to Article 4061 of the CCC, only those persons who are shareholders of the Company sixteen days before the date of the General Meeting, i.e. on the Record Date, and who make the request referred to in section 2 below, have the right to participate in the General Meeting.

2)     Pledgees and users with voting rights are entitled to participate in the Company’s General Meeting if the establishment of a limited property right in their favour is registered in the securities account on the Registration Date.

3)     At the request of a holder of dematerialised shares in the Company submitted not earlier than after the announcement of the convocation of the General Meeting, i.e. not earlier than on 22nd of January 2022 and no later than on the first weekday after the date of registration of participation in the General Meeting, i.e. no later than on the 2nd of February 2022; the entity maintaining the securities account shall issue a registered certificate of the right to participate in the General Meeting of the Company.

4)     The Company will determine the list of persons entitled under the shares to participate in the Ordinary General Meeting on the basis of the list prepared by the National Depository for Securities. The National Depository for Securities (Krajowy Depozyt Papierów Wartościowych) prepares the list referred to in the preceding sentence on the basis of lists submitted not later than twelve days before the date of the General Meeting by entities authorised in accordance with the Act of 29 July 2005 on trading in financial instruments. The basis for the preparation of the lists submitted to the National Depository for Securities are personal certificates of entitlement to participate in the General Meeting.

5)     The list of shareholders entitled to participate in the General Meeting, pursuant to Article 407 of the CCC will be made available at the registered office of the Company at 26 Bieniewicka Street in Warsaw, from 8.00 a.m. to 3.00 p.m., for 3 working days before the General Meeting, i.e. on 14, 15, 16 of February 2022.

6)    Shareholders may inspect the list of shareholders at the Company’s registered office and request a copy of the list against reimbursement of the costs of its preparation. Within three working days before the General Meeting is held, a shareholder of the Company may request that the list of shareholders entitled to participate in the General Meeting be sent to him free of charge by e-mail, stating the address to which the list should be sent.

7)   The request should be made in writing, signed by the shareholder or persons authorised to represent the shareholder and delivered by e-mail to kontakt@manydevstudio.pl.

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

(i)               if the shareholder is a natural person, a copy of the identity card, passport or of another official document confirming the shareholder’s identity; or

(ii)             if the shareholder is not an individual, a copy of an extract from the relevant register or any other document evidencing the authority of the individual(s) to represent the shareholder and a copy of the identity card, passport or any other official document certifying the identity of those entitled to represent the shareholder; or

(iii)           additionally, if the request is made by a proxy, a copy of the power of attorney document signed by the shareholder, or by the persons authorised to represent the shareholder, and a copy of the identity card, passport or other official document proving the identity of the proxy..

  1. Access to the documentation and indication of the website address where information concerning the General Meeting will be made available..

The documentation to be presented to the General Meeting together with draft resolutions will be posted on the Company’s website at https://www.manydevstudio.pl immediately after they are drawn up and at the Company’s registered office between 9:00 a.m. and 5:00 p.m..

Comments of the Management Board of the Company or the Supervisory Board of the Company concerning matters placed on the agenda of the General Meeting of Shareholders or matters which are to be placed on the agenda prior to the date of the General Meeting of Shareholders will be available on the website of the Company immediately after their preparation. Information concerning the General Meeting is available at https://www.manydevstudio.pl under “Investor Relations” -> “General Meeting”.

President of the Management Board

Bartłomiej Bartula

Detailed legal basis:

§ 19 par. 1 item. 1 and 2 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and on the conditions for recognising as equivalent the information required by the laws of a non-member state.

Attachments: