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MESSAGE _ENGLISH VERSION_ |
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Current Report no. 1/2026
Subject: Announcement about convening the Extraordinary General Meeting
of the Company with the content of draft resolutions
Legal basis: Art. 56 sec. 1 point 2 of the Act on Offering - 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 under the number KRS 0000734433
_hereinafter referred to as the "Company"_. Warsaw, XII Commercial
Department of the National Court Register under the number KRS
0000734433 _hereinafter referred to as the "Company"_, acting pursuant
to Article 399 § 1, Article 4021 and Article 4022 of the Code of
Commercial Companies convenes the Extraordinary General Meeting of the
Company, which will be held on 19th of February 2026 at. 12:00 in the
Office of Notary Bartosz Walenda, located in Warsaw _01-029_ at 72/43
Dzielna Street _hereinafter: "the Meeting"_ with the following agenda:
1. Opening of the Meeting.
2. Election of the Chariman of the Meeting.
3. Confirmation of the correctness of the convening of the Meeting and
its ability to adopt binding resolutions.
4. Recission of the secrecy of the Meeting on the ecelction of the
Returning Committee.
5. Resignation of the election of the Returning Committee/Election of
the Returning Committee.
6. Adoption of the agenda of the Meeting.
7. Resignation of the sole member of the Management Board, Robert
Szmitkowski - presentation of resignation.
8. Adoption of resolutions on:
1_ Appointment of a member of the Company's Supervisory Board.
9. Closing of the Meeting.
Powers of Shareholders
In addition, the Company's Management Board, 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 o 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 scheduled date of the
Extraordinary General Meeting of the Company, i.e. by 29th of January
2026. The request 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 immediately, but no later than eighteen days
before the scheduled date of the General Meeting, announce the changes
to the agenda, introduced at the shareholders' request. The announcement
shall be made in a manner appropriate to the convening of the General
Meeting.
2. PA shareholder's right to submit draft resolution on matters on
the agenda of the General Meeting or matters to be added to the agenda
before 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
Extraordinary General Meeting of Shareholders of the Company, submit to
the Company in writing or by means of electronic communication to the
Company's e-mail address kontakt@manydevstudio.pl draft resolutions on
matters introduced into the agenda of the Extraordinary General Meeting
of Shareholders of the Company or matters to be introduced into the
agenda.
The submission 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 operating the securities account on which 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 the
shareholder's 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 resolution 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
Extraordinary General Meeting.
A shareholder has the right to propose amendments and additions to draft
resolutions included in the agenda of the Extraordinary General Meeting
until the Chairperson 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 during voting by proxy,
and the manner of notifying the Company via electronic means of
communication of the appointment of a proxy.
Each shareholder may participate in the General Meeting in person or by
proxy.
A shareholder that is a natural person may participate in the General
Meeting and exercise its voting rights in person or by proxy. A
shareholder that is not a natural person may participate in the General
Meeting and exercise its voting rights through a person authorized to
make declarations of will on its behalf or through an attorney. The
proxy exercises all shareholder rights at the General Meeting, unless
the power of attorney states otherwise.
The proxy may grant a further power of proxy if it follows from the text
of the power of proxy, whereas pursuant to Art. 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 governing bodies or an employee of the Company or of a
subsidiary cooperative, then granting a further power of proxy is
excluded. The proxy may represent more than one shareholder and vote
differently from 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
of the accounts.
A power of attorney to participate in 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 template of the power of
attorney is available from the date of publication of this announcement
on the Company's website https://www.manydevstudio.pl, in the "Investor
Relations/General Meeting" tab. 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 ensure that the validity of the power of attorney can be
effectively verified, 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 the identity card, address of
residence, PESEL number, telephone number and e-mail address of both
these persons_. The information about 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 authorized representatives will be allowed to participate in the
Extraordinary General Meeting upon presenting an identity document and a
valid power of attorney granted in writing or in electronic form _in the
case of the power of attorney in electronic form, the authorized
representative should present a printout of the power of attorney_.
The Company will take appropriate actions aimed at identifying 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 an 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 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
refusal to allow the proxy to participate in the General Meeting. In
order to identify the shareholder who grants the power of attorney, the
notice of granting the power of attorney in the electronic form should
include _as an enclosure_:
- in the case of a shareholder being 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
an extract from the relevant register or other document confirming the
entitlement of the natural person_s_ to represent the shareholder at the
General Meeting.
In case of doubts regarding the authenticity of the copies of the above
mentioned documents, the Management Board reserves the right to require
the attorney to present the following documents when preparing the
attendance list
- in the case of a shareholder being 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 several natural persons
to represent the shareholder at the General Meeting.
The right to represent a shareholder who is not a natural person should
be evidenced by 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 the current excerpt from the register of
entrepreneurs of the National Court Register collected pursuant to Art.
4 section 4aa of the Act of August 20, 1997. The person_s_ granting the
power of attorney or a series 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 the power of attorney on behalf of a shareholder who
is not a natural person should be shown in the current excerpt from the
register relevant for the shareholder or information corresponding to
the 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 authorize representation only at one
General Meeting.
The proxy is obliged to disclose to the shareholder any circumstances
indicating the existence or possible existence of a conflict of
interest. Granting of further power of attorney is excluded.
Notification of granting a power of attorney in electronic form should
be made not later than by 08:00 on the day of the Extraordinary General
Meeting.
The rules regarding shareholder identification apply accordingly to
notifying the Company of revocation of the power of attorney.
Granting or revoking of a power of attorney in electronic form or
notification of granting or revoking of a power of attorney without
meeting the requirements specified above is not binding on the Company.
5. The 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 by means of
electronic communication.
It is envisaged that a Shareholder may speak at the General Meeting
using electronic communication means.
7. The manner of exercising the voting right by correspondence or by
means of electronic communication.
It is envisaged that the voting right may be exercised by correspondence
or by means of electronic communication..
8. The shareholder's right to ask questions concerning the issues
placed on the agenda of the general meeting.
A shareholder has the right to ask questions about the issues on the
agenda of the general meeting.
9. Registration Date for the General Meeting.
The registration day for the Annual Meeting is 3rd of February 2026 _the
"Registration Day"_.
10. Information on the right to participate in the General Meeting
1_ The Management Board announces that, in accordance with Article
4061 of the Code of Commercial Companies, 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 item 2 below, have the right to participate in the General Meeting;
2_ Pledges and users entitled to vote have the right 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 person entitled on the basis of
dematerialized shares of the Company submitted not earlier than after
the announcement of convening the General Meeting of Shareholders, i.e.
not earlier than on 23rd of January 2026 and not later than on the first
business day after the Record Date for participation in the General
Meeting of Shareholders, i.e. not later than on 4th of February 2026;
the entity maintaining the securities account shall issue a registered
certificate of the right to participate in the General Meeting of
Shareholders of the Company;
4_ The list of persons entitled under the shares to participate in
the Extraordinary General Meeting of Shareholders will be determined by
the Company on the basis of the list prepared by the National Depository
for Securities. The National Depository for Securities 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 entitled 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
Shareholders Meeting, pursuant to Art. 407 of the Code of Commercial
Companies will be displayed at the Company's registered office at 26
Bieniewicka Street in Warsaw, from 8.00 a.m. to 3.00 p.m., for 3
business days before the General Shareholders Meeting, i.e. 16,17 and
18th of February 2026.
6_ Shareholders may review the list of shareholders at the Company's
registered office and request a copy of the list against reimbursement
of costs of its preparation. Within three business 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 a shareholder or
persons authorized to represent a 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 an individual, a copy of the identity card, passport or any other
official document certifying the shareholder's identity; or
ii. if the shareholder
is not an individual, a copy of an extract from the relevant register or
other document confirming the authority of the individual_s_ to
represent the shareholder and a copy of the identity card, passport or
other official document confirming the identity of persons entitled to
represent the shareholder; or
iii. if the request is
made by a proxy, additionally - 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 documentation and indication of the website address where
information regarding the General Meeting will be made available.
The documentation which is 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 drawn up and at
the Company's registered office between 9:00 a.m. and 5:00 p.m.
Comments of the Company's Management Board or Supervisory Board
concerning matters introduced into the agenda of the General Meeting of
Shareholders or matters which are to be introduced into the agenda
before the date of the General Meeting of Shareholders will be available
on the Company's website immediately after their preparation.
Information regarding the General Meeting is available at
https://www.manydevstudio.pl in the "Investor Relations" tab -> "General
Meeting".
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RB-W: Informacja o zwołaniu Nadzwyczajnego Walnego Zgromadzenia wraz z treścią projektów
uchwał
