Current Report no.12/2022
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Subject_#160;_#160;_#160;_#160;_#160;
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Announcement_#160;aboutconvening the Ordinary General Meeting
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The Management Boardof ManyDev Studio SE with the registered office in Warsaw (01-632), atBieniewicka 26 Street, entered into the Register of Entrepreneurs of theNational Court Register kept by the District Court for the Capital Cityof Warsaw in Warsaw, XII Commercial Department of the National CourtRegister, under KRS No. 0000734433 (hereinafter referred to as the_quot;Company_quot;), acting pursuant to Art. 399 § 1, art. 4021andart. 4022of the Commercial Companies Code, hereby convenesthe Annual General Meeting of the Company, to be held on 30th June 2022at 11:00 a.m. in the Notary Office of Bartosz Walenda, with theregistered office in Warsaw (01-029) at ul. Dzielna 72/43 (hereinafter:_quot;the Meeting_quot;), with the following agenda:
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1._#160;_#160;_#160;_#160;_#160;Openingof the Meeting;
2._#160;_#160;_#160;_#160;_#160;Electingthe Chairperson of the Meeting;
3._#160;_#160;_#160;_#160;_#160;Confirmationof the correctness of convening the General Meeting and its capacity toadopt binding resolutions.
4._#160;_#160;_#160;_#160;_#160;Approvalof the agenda of the Meeting.
5._#160;_#160;_#160;_#160;_#160;Considerationof the following presented by the Management Board:
1)_#160;_#160;_#160;_#160;TheManagement Board's report on the Company's acitivities;
2)_#160;_#160;_#160;_#160;Financialstatements of the Company for the year ended 31st of December 2021;
3)_#160;_#160;_#160;_#160;motionof the Management Board concerning coverage of the net loss for 2021;
6._#160;_#160;_#160;_#160;_#160;Examinationof the report presented by the Supervisory Board;
1)_#160;_#160;_#160;_#160;Reporton the activities of the Supervisory Board in the financial year 2021.
7._#160;_#160;_#160;_#160;_#160;Considerationof proposals of the Supervisory Board regarding:
1)_#160;_#160;_#160;_#160;Approvalof the report of the Management Board on the Company's activities;
2)_#160;_#160;_#160;_#160;Approvalof the Company's financial statements for the year ended 31st ofDecember 2021;
3)_#160;_#160;_#160;_#160;Adoptinga resolution on covering the loss in accordance with the proposal of theManagement Board;
4)_#160;_#160;_#160;_#160;Grantinga vote of acceptance to members of the Company's Management Board andSupervisory Board confirming the discharge of their duties for thefinancial year 2021.
8._#160;_#160;_#160;_#160;_#160;Adoptionof resolutions regarding:
1)_#160;_#160;_#160;_#160;Thecontinued existence of the Company;
2)_#160;_#160;_#160;_#160;Approvalof the Management Board report on the operations of ManyDev Studio SEfor the financial year ended 31st of December 2021;
3)_#160;_#160;_#160;_#160;Approvalof the Company's financial statements for the financial year ended 31stof December 2021;
4)_#160;_#160;_#160;_#160;Approvalof the Supervisory Board's report on its activities in 2021;
5)_#160;_#160;_#160;_#160;Coveringthe net loss for the financial year 2020;
6)_#160;_#160;_#160;_#160;Coveringthe net loss for the financial year 2021;
7)_#160;_#160;_#160;_#160;Grantingacknowledgement of the fulfilment of duties by individual Members of theCompany's Management Board in the financial year 2021;
8)_#160;_#160;_#160;_#160;Grantingacknowledgement of the fulfilment of duties to individual Members of theCompany's Supervisory Board in respect of the financial year 2021;
9)_#160;_#160;_#160;_#160;Issuingan opinion on the report on remuneration of the Comapny's ManagementBoard and Company's Supervisory Board covering the financial year 2021,
10)_#160;adoptingthe remuneration policy;
11)_#160;amendingResolution No. 16 of the Ordinary General Meeting of Shareholders of theCompany dated 30 June 2021 regarding determination of principles andamounts of remuneration of Members of the Supervisory Board of theCompany.
9._#160;_#160;_#160;_#160;_#160;Closingof the meeting.
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Shareholders' rights
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In addition, theManagement Board of the Company, pursuant to Article 4022items.2-6 of theCode of Commercial Companies announces the following:
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1._#160;_#160;_#160;_#160;_#160;Shareholder'sright to demand placement of specific matters on the agenda of theGeneral Meeting.
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A shareholder orshareholders of the Company representing at least one-twentieth of theshare capital may request the inclusion of certain matters on the agendaof the Ordinary General Meeting of Shareholders of the Company. Therequest should be submitted to the Management Board no later thantwenty-one days before the set date of the Ordinary General Meeting ofShareholders of the Company, i.e. until 9 June 2022. The request shouldcontain a justification or a draft resolution regarding the proposeditem of the agenda. The request may be submitted in electronic form tothe Company's e-mail address: kontakt@manydevstudio.pl.
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The request should beaccompanied by:
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-copies of documentsconfirming that the person submitting the request is a shareholder ofthe Company (e.g. certificate(s) issued by the entity operating thesecurities account on which the shares are recorded),
-copies of documentsconfirming the fact that he/she represents at least one twentieth of theCompany's share capital and confirming the identity of the shareholderor persons acting on behalf of the shareholder, including:
- in the case of ashareholder being a natural person - a copy of the identity card,passport or other official document confirming the shareholder'sidentity, or
- if the shareholderis not an individual, a copy of an extract from the relevant register orany other document confirming the powers of the individual(s) torepresent the shareholder, and a copy of the identity card, passport orany other official document certifying the identity of personsauthorised to represent the shareholder;
-if the request issubmitted by a proxy, additionally - a copy of the power of attorneydocument signed by the shareholder or by persons authorized to representthe shareholder and a copy of the identity card, passport or of anotherofficial document confirming the identity of persons authorized torepresent the shareholder.
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If the request meetsthe requirements of law, the Management Board of the Company shall beobliged to announce immediately, but no later than eighteen days priorto the scheduled date of the General Meeting (i.e. by June 12, 2022),the changes to the agenda introduced at the request of the shareholders.The announcement shall be made in a manner appropriate for convening theGeneral Meeting.
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2._#160;_#160;_#160;_#160;_#160;Shareholder'sright to submit drafts of resolutions concerning matters introduced tothe agenda of the General Meeting or matters that are to be introducedto the agenda before the date of the General Meeting.
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A shareholder orshareholders of the Company representing at least one-twentieth of theshare capital may, prior to the date of the Ordinary General Meeting ofShareholders of the Company, submit to the Company in writing or byelectronic means to the Company's e-mail addresskontakt@manydevstudio.pl drafts of resolutions relating to the matterson the agenda of the Ordinary General Meeting of Shareholders of theCompany or matters which are to be included in the agenda.
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The applicationshould be accompanied by:
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-copies of documentsconfirming that the person making the request is a shareholder of theCompany (e.g. certificate(s) issued by the entity operating thesecurities account on which the shares are recorded),
-copies of documentsconfirming the fact that he/she represents at least one twentieth of theCompany's share capital and confirming the identity of the shareholderor persons acting on behalf of the shareholder, including:
in the case of ashareholder being a natural person - a copy of the identity card,passport or other official document confirming the shareholder'sidentity, or
in the case of ashareholder other than a natural person:
- a copy of anextract from the relevant register or other document confirming theauthorisation of the natural person(s) to represent the shareholder anda copy of the identity card, passport or other official documentconfirming the identity of the persons authorised to represent theshareholder,
-if the request ismade by a proxy, additionally - a copy of the power of attorney documentsigned by the shareholder or by persons authorized to represent theshareholder and a copy of the identity card, passport or anotherofficial document confirming the identity of persons authorized torepresent the shareholder.
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The Company willimmediately publish the draft resolutions referred to above on itswebsite.
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3._#160;_#160;_#160;_#160;_#160;Theshareholder's right to submit drafts of resolutions concerning issuesplaced on the agenda during the General Meeting.
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Each of the Company'sshareholders may, during the General Meeting, propose draft resolutionsconcerning the matters included in the agenda of the Company's AnnualGeneral Meeting.
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A shareholder shallhave the right to propose amendments and additions to the draftresolutions included in the agenda of the Ordinary General Meeting ofShareholders until the Chairperson of the Meeting closes the discussionon the agenda item covering the draft resolution to which the proposalrelates. The proposals, together with a brief justification, should besubmitted in writing, separately for each draft resolution, indicatingthe forename and surname (company name) of the shareholder, to theChairman of the Meeting. The Chairman may permit the proposals to bepresented orally.
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4._#160;_#160;_#160;_#160;_#160;Themanner of exercising voting rights by proxy, including in particularinformation on the forms to be used during voting by proxy, and themanner of notifying the Company via electronic means of communication ofthe appointment of a proxy.
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Each shareholder mayparticipate in the General Meeting in person or by proxy.
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A shareholder that isa natural person may participate in the General Meeting and exercise itsvoting rights in person or by proxy. A shareholder that is not a naturalperson may participate in the General Meeting and exercise its votingrights through a person authorized to make declarations of will on itsbehalf or through an attorney. The proxy exercises all shareholderrights at the General Meeting, unless the power of attorney statesotherwise.
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The proxy may grant afurther power of proxy if it follows from the text of the power ofproxy, whereas pursuant to Art. 412 (2) § 3 of the CCC, if the proxy isa member of the Management Board, a member of the Supervisory Board, anemployee of the Company or a member of the governing bodies or anemployee of the Company or of a subsidiary cooperative, then granting afurther power of proxy is excluded. The proxy may represent more thanone shareholder and vote differently from shares of each shareholder. Ashareholder with shares registered in more than one securities accountmay appoint separate proxies to exercise the rights attached to theshares registered in each of the accounts.
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A power of attorneyto participate in the General Meeting and exercise voting rights must begranted in writing or in electronic form. Granting a power of attorneyin electronic form does not require a qualified electronic signature.The form containing the template of the power of attorney is availablefrom the date of publication of this announcement on the Company'swebsite https://www.manydevstudio.pl, in the _quot;Investor Relations/GeneralMeeting_quot; tab. The use of these forms is not mandatory.
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The Company should benotified of the granting of a power of attorney in electronic form bymeans of electronic communication in the form of information sent bye-mail to kontakt@manydevstudio.pl, making every effort to ensure thatthe validity of the power of attorney can be effectively verified, andfor this purpose, the signed power of attorney sent electronically tothe Company should be scanned in _quot;pdf_quot;, _quot;jpg_quot; or _quot;tif_quot; format.
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The information onthe granting of the power of attorney should contain an accurateidentification of the proxy and the principal (indicating the name,surname, series and number of the identity card, address of residence,PESEL number, telephone number and e-mail address of both thesepersons). The information about granting the power of attorney shouldalso include its scope, i.e. indicate the number of shares from whichthe voting right will be exercised and the date and name of the generalmeeting of the Company at which these rights will be exercised.
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The authorizedrepresentatives will be allowed to participate in the ExtraordinaryGeneral Meeting upon presenting an identity document and a valid powerof attorney granted in writing or in electronic form (in the case of thepower of attorney in electronic form, the authorized representativeshould present a printout of the power of attorney).
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The Company will takeappropriate actions aimed at identifying the shareholder and the proxyin order to verify the validity of the power of attorney granted inelectronic form. Such verification may consist, in particular, in areturn question in an electronic form or by telephone, addressed to theshareholder and/or proxy in order to confirm the fact of granting thepower of attorney and its scope.
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The Companystipulates that a failure to answer questions posed during theverification process will be treated as an inability to verify thegranting of the power of attorney and will constitute a basis forrefusal to allow the proxy to participate in the General Meeting. Inorder to identify the shareholder who grants the power of attorney, thenotice of granting the power of attorney in the electronic form shouldinclude (as an enclosure):
- in the case of ashareholder being a natural person - a copy of the shareholder'sidentity card, passport or other official identification document; or
- in the case of ashareholder other than a natural person - a copy of an extract from therelevant register or other document confirming the entitlement of thenatural person(s) to represent the shareholder at the General Meeting.
In case of doubtsregarding the authenticity of the copies of the above mentioneddocuments, the Management Board reserves the right to require theattorney to present the following documents when preparing theattendance list
- in the case of ashareholder being a natural person - a copy of an identity card,passport or any other official identification document of theshareholder, certified as a true copy of the original by a notary publicor another entity authorised to certify such a copy;
or - in the case of ashareholder other than a natural person - an original or a copycertified for conformity with the original by a notary or another entityauthorised to certify for conformity of a copy with the original, of anextract from the relevant register, information corresponding to thecurrent extract from the Register of Entrepreneurs of the National CourtRegister collected pursuant to Article 4 (4aa) of the Act of 20 August1997 on the National Court Register, or another document confirming theauthorisation of one or several natural persons to represent theshareholder at the General Meeting.
The right torepresent a shareholder who is not a natural person should be evidencedby an excerpt from the relevant register (submitted in the original or acopy certified as true and correct by a notary public) or informationcorresponding to the current excerpt from the register of entrepreneursof the National Court Register collected pursuant to Art. 4 section 4aaof the Act of August 20, 1997. The person(s) granting the power ofattorney or a series of powers of attorney and an excerpt from therelevant register (submitted in the original or a copy certified to betrue by a notary public) or information corresponding to the currentexcerpt from the Register of Entrepreneurs of the National CourtRegister collected pursuant to art. 4 section 4aa of the Act of 20August 1997 on the National Court Register.
Person(s) grantingthe power of attorney on behalf of a shareholder who is not a naturalperson should be shown in the current excerpt from the register relevantfor the shareholder or information corresponding to the current excerptfrom the Register of Entrepreneurs of the National Court Registercollected pursuant to Article 4, section 4a of the Act of 20 August 1997on the National Court Register.
A member of theCompany's Management Board and the Company's employee may beshareholders' proxies at the General Meeting.
If the proxy at theGeneral Meeting is a member of the Company's Management Board, member ofthe Company's Supervisory Board, liquidator, employee or member of thegoverning bodies or employee of the Company's subsidiary, the power ofproxy may authorize representation only at one General Meeting.
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The proxy is obligedto disclose to the shareholder any circumstances indicating theexistence or possible existence of a conflict of interest. Granting offurther power of attorney is excluded.
Notification ofgranting a power of attorney in electronic form should be made not laterthan by 08:00 on the day of the Ordinary General Meeting.
The rules regardingshareholder identification apply accordingly to notifying the Company ofrevocation of the power of attorney.
Granting or revokingof a power of attorney in electronic form or notification of granting orrevoking of a power of attorney without meeting the requirementsspecified above is not binding on the Company.
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5._#160;_#160;_#160;_#160;_#160;Themanner of speaking at the General Meeting by means of electroniccommunication.
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It is envisaged thata Shareholder may participate in the General Meeting by means ofelectronic communication.
6._#160;_#160;_#160;_#160;_#160;Ashareholder has the right to ask questions concerning issues on theagenda of the General Meeting.
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It is envisaged thata Shareholder may speak at the General Meeting using electroniccommunication means.
7._#160;_#160;_#160;_#160;_#160;Themanner of exercising the voting right by correspondence or by means ofelectronic communication.
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It is envisaged thatthe voting right may be exercised by correspondence or by means ofelectronic communication.
8._#160;_#160;_#160;_#160;_#160;Theshareholder's right to ask questions concerning the issues placed on theagenda of the general meeting.
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A shareholder has the right to askquestions concerning issues on the agenda of the General Meeting.
9._#160;_#160;_#160;_#160;_#160;RegistrationDate for the General Meeting.
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The registration dayfor the Annual Meeting is June 14, 2022 (the _quot;Registration Day_quot;).
10._#160;_#160;Informationon the right to participate in the General Meeting.
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1)_#160;_#160;_#160;_#160;TheManagement Board announces that, in accordance with Article 4061 of theCCC, only those persons who are shareholders of the Company sixteen daysbefore the date of the General Meeting, i.e. on the Record Date, and whomake the request referred to in item 2 below, have the right toparticipate in the General Meeting;
2)_#160;_#160;_#160;_#160;Pledgesand users entitled to vote have the right to participate in theCompany's General Meeting, if the establishment of a limited propertyright in their favour is registered in the securities account on theRegistration Date;
3)_#160;_#160;_#160;_#160;Atthe request of a person entitled on the basis of dematerialized sharesof the Company submitted not earlier than after the announcement ofconvening the General Meeting of Shareholders, i.e. not earlier than onJune 4, 2022 and not later than on the first business day after theRecord Date for participation in the General Meeting of Shareholders,i.e. not later than on June 15, 2022; the entity maintaining thesecurities account shall issue a registered certificate of the right toparticipate in the General Meeting of Shareholders of the Company;
4)_#160;_#160;_#160;_#160;Thelist of persons entitled under the shares to participate in the OrdinaryGeneral Meeting of Shareholders will be determined by the Company on thebasis of the list prepared by the National Depository for Securities.The National Depository for Securities prepares the list referred to inthe preceding sentence on the basis of lists submitted not later thantwelve days before the date of the General Meeting by entities entitledin accordance with the Act of 29 July 2005 on trading in financialinstruments. The basis for the preparation of the lists submitted to theNational Depository for Securities are personal certificates ofentitlement to participate in the General Meeting.
5)_#160;_#160;_#160;_#160;Thelist of shareholders entitled to participate in the General ShareholdersMeeting, pursuant to Art. 407 of the CCC will be displayed at theCompany's registered office at 26 Bieniewicka Street in Warsaw, from8.00 a.m. to 3.00 p.m., for 3 business days before the GeneralShareholders Meeting, i.e. on June 27, 28 and 29, 2022.
6)_#160;_#160;_#160;_#160;Shareholdersmay review the list of shareholders at the Company's registered officeand request a copy of the list against reimbursement of costs of itspreparation. Within three business days before the General Meeting isheld, a shareholder of the Company may request that the list ofshareholders entitled to participate in the General Meeting be sent tohim free of charge by e-mail, stating the address to which the listshould be sent.
7)_#160;_#160;_#160;_#160;Therequest should be made in writing, signed by a shareholder or personsauthorized to represent a shareholder and delivered by e-mail tokontakt@manydevstudio.pl.The request should be accompanied by copies of documents confirming thatthe person making the request is a shareholder of the Company andconfirming the identity of the shareholder or persons acting on behalfof the shareholder, including
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_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;ii._#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;ifthe shareholder is not an individual, a copy of an extract from therelevant register or other document confirming the authority of theindividual(s) to represent the shareholder and a copy of the identitycard, passport or other official document confirming the identity ofpersons entitled to represent the shareholder; or
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11._#160;_#160;Accessto documentation and indication of the website address where informationregarding the General Meeting will be made available.
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The documentationwhich is to be presented to the General Meeting along with draftresolutions will be posted on the Company's website athttps://www.manydevstudio.pl immediately after they are drawn up and atthe Company's registered office between 9:00 a.m. and 5:00 p.m.
Comments of theCompany's Management Board or Supervisory Board concerning mattersintroduced into the agenda of the General Meeting of Shareholders ormatters which are to be introduced into the agenda before the date ofthe General Meeting of Shareholders will be available on the Company'swebsite immediately after their preparation. Information regarding theGeneral Meeting is available at https://www.manydevstudio.pl in the_quot;Investor Relations_quot; tab -_gt; _quot;General Meeting_quot;.
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Detailed legal basis
§ 19 paragraph 1point 1 and 2 of the Regulation of the Minister of Finance of 29 March2018 on current and periodic information provided by issuers ofsecurities and conditions for recognizing as equivalent informationrequired by the laws of a non-member state.
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