Subject: Information about the convening of the Annual General Meeting with the content of draft resolutions
Legal basis: Art. 56 (1) (2) of the Public Offering Act – current and periodic information
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 kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register under KRS No. 0000734433 (hereinafter referred to as the “Company”), acting pursuant to Art. 399 § 1, art. 4021 and art. 4022 of the Commercial Companies Code, convenes the Ordinary General Meeting of the Company, which will be held on June 28, 2023 at 11:00 a.m. in the Office of Notary Bartosz Walenda, located in Warsaw (01-029) at 72/43 Dzielna Street (hereinafter: the “Meeting”), with the following agenda:
- opening of the Assembly.
- election of the Chairman of the Meeting.
- Confirmation of the correctness of the convening of the Meeting and its ability to adopt binding resolutions.
- approval of the agenda of the Meeting.
- Consideration of the Management Board’s presentation of:
- the Board of Directors’ report on the Company’s activities for the year 2022,
- the Company’s financial statements for the year ended December 31, 2022,
- information on the necessity to waive the resolution on loss coverage for the 2022 fiscal year pursuant to Article 53 (3) of the Accounting Act.
- Consideration of the Supervisory Board’s presentation of:
- the report on the activities of the Supervisory Board in fiscal year 2022,
- Consideration of the Supervisory Board’s proposals on:
- approval of the Board of Directors’ report on the Company’s activities for the year 2022,
- approval of the Company’s financial statements for the year ended December 31, 2022,
- refraining from adopting a resolution on profit distribution or loss coverage for 2022;
- to grant members of the Company’s Management Board and Supervisory Board a discharge of their duties for the financial year 2022.
- adoption of resolutions on:
- approval of the Management Report on the activities of ManyDev Studio SE for the fiscal year ended December 31, 2022;
- approval of the Company’s financial statements for the fiscal year ended December 31, 2022;
- approve the Supervisory Board’s report on its activities in 2022;
- refrain from adopting a resolution on the distribution of profit or coverage of loss for 2022;
- to grant discharge to individual members of the Company’s Management Board for the 2022 fiscal year;
- grant discharge to individual Members of the Company’s Supervisory Board for the financial year 2022;
- Issue an opinion on the report on the remuneration of the members of the Management Board and Supervisory Board of ManyDev Studio SE, covering the financial year 2022,
- Appointment of a member of the Supervisory Board of the Company,
- closing of the Meeting.
Powers of Shareholders
In addition, the Management Board of the Company, pursuant to Article 4022 para. 2-6 of the Code of Commercial Companies announces the following:
1. the 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 demand that specific matters be placed on the agenda of the Company’s Annual General Meeting. The demand should be submitted to the Management Board no later than twenty-one days before the scheduled date of the Company’s Annual General Meeting, i.e. by June 7, 2023. The demand should include a justification or a draft resolution regarding the proposed agenda item. The request may be submitted in electronic form to the Company’s e-mail address: kontakt@manydevstudio.pl.
The request should be accompanied by:
- copies of documents confirming the fact that the person submitting the request is a shareholder of the Company (e.g., certificate(s) issued by the entity maintaining the securities account where the shares are recorded),
- copies of documents confirming the fact that it 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 an identity card, passport or other official document certifying 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 authorization 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 authorized to represent the shareholder;
- if the request is made by a proxy, in addition – a copy of the power of attorney document signed by the shareholder or by persons authorized to represent the shareholder, and a copy of the identity card, passport or other official document certifying the identity of the proxy.
If the request meets the requirements of the law, the Company’s Board of Directors is obliged to announce immediately, but no later than eighteen days before the scheduled date of the General Meeting (i.e., by June 10, 2023), the amendments to the agenda made at the shareholders’ request. The announcement shall be made in a manner appropriate to the convening of the General Meeting.
2. A shareholder’s right to submit draft resolutions on matters placed on the agenda of the General Meeting or matters 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 share capital may, prior to the date of the Company’s Ordinary General Meeting of Shareholders, submit to the Company, in writing or by electronic means of communication to the Company’s e-mail address kontakt@manydevstudio.pl, draft resolutions on the matters included in the agenda of the Company’s Ordinary General Meeting of Shareholders or matters to be included in the agenda.
The application should be accompanied by:
- copies of documents confirming the fact that the person making the request is a shareholder of the Company (e.g., certificate(s) issued by the entity maintaining the securities account where the shares are recorded),
- copies of documents confirming the fact that it 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 an identity card, passport or other official document certifying the shareholder’s identity, or
in the case of a shareholder other than a natural person:
- a copy of an excerpt from the relevant register or other document confirming the authorization 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 authorized to represent the shareholder,
- if requested by a proxy, in addition – a copy of the power of attorney document signed by the shareholder or by persons authorized to represent the shareholder, and a copy of the identity card, passport or other official document certifying the identity of the proxy.
The Company shall immediately announce the draft resolutions referred to above on its website.
3. Shareholder’s right to submit draft resolutions on the issues placed on the agenda during the General Meeting.
Each shareholder of the Company may, during the General Meeting, submit draft resolutions on the matters placed on the agenda of the Company’s Annual General Meeting.
A shareholder has the right to propose amendments and additions to the draft resolutions included in the agenda of the Ordinary General Meeting until the Chairman of the Meeting closes the discussion of the agenda item covering the draft resolution to which the proposal relates. Proposals, together with a brief justification, should be submitted in writing, separately for each draft resolution, stating the name of the shareholder (company), to the Chairman of the Meeting. The Chairman may allow proposals to be presented orally.
4. The manner of exercising voting rights by proxy, including in particular information on the forms to be used when voting by proxy, and the manner of notifying the Company by means of electronic communication of the appointment of a proxy. Any shareholder may participate in the Meeting in person or by proxy.
A shareholder who is a natural person may participate in the General Meeting and exercise voting rights in person or by proxy. A shareholder who is not a natural person may participate in the General Meeting and exercise voting rights through a person authorized to make statements of intent on his behalf or through a proxy. A proxy exercises all the rights of a shareholder at the General Meeting, unless otherwise stated in the power of attorney.
A proxy may grant a further power of attorney if it follows from the wording of the power of attorney, however, pursuant to Article 412 (2) § 3 of the Code of Commercial Companies, 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 bodies or an employee of the Company or a subsidiary cooperative of the Company, then granting a further power of attorney is excluded. A proxy may represent more than one shareholder and vote differently on each shareholder’s shares. A shareholder with shares registered in more than one securities account may appoint separate proxies to exercise rights from 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. The granting of a proxy in electronic form does not require a qualified electronic signature. A form containing a specimen proxy 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 mandatory.
The Company should be notified of the granting of a power of attorney in electronic form by means of electronic communication in the form of information sent by e-mail 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 into “pdf”, “jpg” or “tif” format.
The information on the granting of a power of attorney should accurately identify 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 the granting of a power of attorney should also include its scope, i.e. indicate the number of shares from which voting rights will be exercised and the date and name of the Company’s general meeting at which these rights will be exercised.
Proxies will be allowed to participate in the Annual General Meeting upon presentation of proof of identity 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 measures to identify the shareholder and the proxy in order to verify the validity of the proxy granted in electronic form. This verification may consist, in particular, in a return inquiry in electronic or telephone form addressed to the shareholder and/or proxy to confirm the fact that the proxy was granted and its scope.
The Company stipulates that failure to answer the questions asked during the verification process will be treated as failure to verify the granting of a proxy and will constitute grounds for refusal to allow the proxy to participate in the General Meeting. In order to identify the shareholder granting a proxy, the notice of granting a proxy in electronic form should include (as an attachment):
- in the case of a shareholder who is a natural person – a copy of the shareholder’s identity card, passport or other official identification document; or
- in the case of a shareholder other than a natural person – a copy of a copy of an extract from the relevant register or other document confirming the authorization of the natural person(s) to represent the shareholder at the General Meeting.
In case of doubts as to the authenticity of the copies of the above-mentioned documents, the Management Board reserves the right to require the proxy to present when preparing the attendance list:
- in the case of a shareholder who is an individual – a copy certified as a true copy by a notary public or other entity authorized to certify as a true copy of the shareholder’s identity card, passport or other official identification document;
- 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 public or another entity authorized to certify for conformity with the original of an excerpt from the relevant register, information corresponding to the current excerpt from the Register of Entrepreneurs of the National Court Register taken pursuant to Article 4 Section 4aa of the Act of August 20, 1997 on the National Court Register, or another document confirming the authorization of the natural person(s) to represent the shareholder at the General Meeting.
The right to represent a shareholder who is not a natural person should be evident from a copy of the relevant register (submitted in the original or a copy certified as true by a notary public) or information corresponding to a current copy from the Register of Entrepreneurs of the National Court Register taken pursuant to Article 4 Section 4aa of the Act of August 20, 1997, presented at the preparation of the attendance list. on the National Court Register, or alternatively, a sequence of powers of attorney and a copy of the relevant register (submitted in the original or a copy certified to be true by a notary public) or information corresponding to a current copy from the Register of Entrepreneurs of the National Court Register taken pursuant to Article 4 Section 4aa of the Act of August 20, 1997 on the National Court Register.
The person(s) granting a proxy on behalf of a shareholder who is not a natural person should be shown in a current copy from the register relevant to the shareholder or information corresponding to a current copy from the Register of Entrepreneurs of the National Court Register taken pursuant to Article 4 Section 4a of the Act of August 20, 1997 on the National Court Register.
A member of the Company’s Board of Directors and an employee of the Company may be proxies for shareholders at the General Meeting.
If the proxy at the General Meeting is a member of the Company’s Management Board, a member of the Company’s Supervisory Board, a liquidator, an employee or a member of the bodies or an employee of a subsidiary of the Company, the proxy may authorize representation at only one General Meeting.
The proxy must disclose to the shareholder the circumstances indicating the existence or possibility of a conflict of interest. The granting of a further proxy is excluded.
Notification of the granting of a proxy in electronic form should be made no later than 08:00 a.m. on the day of the Annual General Meeting.
The rules on shareholder identification shall apply mutatis mutandis to notifying the Company of the revocation of a proxy.
The granting or revocation of a power of attorney in electronic form or notification of granting or revoking a power of attorney without compliance with the indicated requirements shall not be binding on the Company.
5. Possibility and manner of participation in the General Meeting by means of electronic communication.
It is envisaged that a Shareholder may participate in the General Meeting by means of electronic communication.
6. The manner of speaking at the General Meeting using means of electronic communication.
It is envisaged that a Shareholder may speak at the General Meeting by means of electronic communication.
7. The manner of exercising the voting right by correspondence or by means of electronic communication.
It is envisaged that the Shareholder will be able to exercise his voting right by correspondence or by means of electronic communication.
8. The shareholder’s right to ask questions about the issues on the agenda of the general meeting.
A shareholder has the right to ask questions regarding the matters placed on the agenda of the general meeting.
9. Date of registration of attendance at the General Meeting.
The record date for the Annual General Meeting is June 12, 2023 (the “Record Date”).
10. Information on the right to participate in the General Meeting.
- The Company’s Management Board informs that, pursuant to Article 4061 of the CCC, only persons who are shareholders of the Company sixteen days prior to the date of the General Meeting, i.e. on the Record Date, and who submit the request referred to in paragraph 2 below, have the right to participate in the General Meeting.
- Pledgees and users with voting rights have the right to participate in the Company’s General Meeting if the establishment of a limited right in rem in their favor is registered in the securities account on the Record Date for participation in the General Meeting.
- At the request of a holder of dematerialized shares of the Company submitted no earlier than after the announcement of the convocation of the General Meeting, i.e., no earlier than June 2, 2023, and no later than the first business day after the General Meeting Record Date, i.e., no later than June 13, 2023; the entity maintaining the securities account shall issue a registered certificate of the right to participate in the General Meeting of the Company.
- The Company shall determine the list of those entitled by shares to participate in the Annual General Meeting on the basis of the list prepared by the National Securities Depository. The National Securities Depository shall prepare the list referred to in the preceding sentence on the basis of lists submitted no later than twelve days prior to the date of the General Meeting by authorized entities in accordance with the Act on Trading in Financial Instruments of July 29, 2005. The basis for the preparation of the lists submitted to the National Securities Depository for securities shall be the registered certificates of right to participate in the General Meeting issued.
- The list of shareholders entitled to participate in the General Meeting, in accordance with Article 407 of the CCC, will be displayed at the Company’s headquarters at 26 Bieniewicka Street, Warsaw, from 8:00 a.m. to 3:00 p.m., for 3 weekdays before the General Meeting, i.e. on June 23, 26 and 27, 2023.
- Shareholders may review the list of shareholders at the Company’s headquarters and request a copy of the list against reimbursement of the cost of preparation. During the period of three business days prior to the General Meeting, a shareholder of the Company may request that the list of shareholders entitled to participate in the General Meeting be sent to him or her free of charge by e-mail, specifying the address to which the list should be sent.
- The request should be made in writing, signed by the shareholder or by persons authorized to represent the shareholder, and delivered via 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
- in the case of a shareholder who is an individual, copies of an identity card, passport or other official document certifying the shareholder’s identity; or
- in the case of a shareholder other than a natural person – a copy of an excerpt from the relevant register or other document confirming the authorization of the natural person(s) to represent the shareholder and a copy of an identity card, passport or other official document certifying the identity of the persons authorized to represent the shareholder, or
- if the request is made by a proxy, in addition – a copy of the power of attorney document signed by the shareholder, or by persons authorized to represent the shareholder, and a copy of the identity card, passport or other official document certifying the identity of the proxy.
11. access to the documentation and indication of the address of the website where information regarding the General Meeting will be made available.
The documentation to be presented to the General Meeting along with draft resolutions will be posted on the Company’s website at https://www.manydevstudio.pl immediately after they are prepared and at the Company’s headquarters from 9:00 a.m. to 5:00 p.m.
The comments of the Company’s Management Board or Supervisory Board on matters placed on the agenda of the General Meeting or matters to be placed on the agenda prior to the date of the General Meeting will be available on the Company’s website as soon as they are prepared. Information regarding the General Meeting is available at https://www.manydevstudio.pl under “Investor Relations” -> “General Meeting”.
Detailed legal basis: § 19(1)(1) and (2) of the Ordinance of the Minister of Finance dated March 29, 2018 on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state
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