NOTICE OF CONVENING OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Management Board of FerrumLabs S.A., with its registered office in Warsaw at ul. Puławska 12/3, KRS: 0000902960, NIP: 5213930091 (the "Company"), hereby convenes the Ordinary General Meeting of Shareholders of the Company for the following date

The Management Board of FerrumLabs S.A., with its registered office in Warsaw at ul. Puławska 12/3, KRS: 0000902960, NIP: 5213930091 (the "Company"), convenes the Ordinary General Meeting of Shareholders of the Company for 23 August 2022 at 1:00 p.m. The Meeting will be held at the notary's office: Kopczyński, Groskrejc, Paliszewski Notaries Sp.p. at the address: ul. Twarda 18 (floor 12) 00-105 Warsaw. The announcement on convening the Meeting was published in the Monitor Sądowy i Gospodarczy on 20 July 2022 (MSiG No. 139/2022 item 38469).

Agenda:

1. Opening of the Assembly

2. Election of the Chairman of the Meeting. Drawing up the attendance list

3. that the Meeting has been duly convened and has the capacity to adopt resolutions

4. adoption of the agenda

5. Adoption of a resolution to waive the secrecy of the ballot on the election of the Returning Committee

6. Election of the Returning Committee

7. Presentation by the Board of Directors of the report on the Company's activities in 2021 and the Company's financial statements for 2021.

8. presentation by the Company's Supervisory Board of the report on its activities in 2021 and the results of the evaluation of the management report on the Company's activities

9. Adoption of resolutions on:

  • to consider and approve the Management Board's report on the Company's activities for 2021.
  • to consider and approve the Company's financial statements for 2021.
  • approval of the Supervisory Board report for 2021.
  • coverage of loss for 2021.
  • to grant discharge to the Chairman of the Management Board for the performance of his duties in 2021.
  • to discharge the members of the Supervisory Board for the performance of their duties in 2021.
  • an increase in the Company's share capital by PLN 5,067.60 through the issue of 50,676 new series F ordinary registered shares with a nominal value of PLN 0.10 each, by way of private subscription through an offer made by the Company and accepted by the indicated addressees (Marcin Ryba, Hubert Pudzianowski, Artur Klimczak), together with a simultaneous waiver of the Company's existing shareholders' pre-emptive rights in full
  • Amendments to §3 of the Company's Articles of Association
  • Confirmation of the loan agreement concluded between the Company and Mr Marcin Ryba - Member of the Supervisory Board

10 Closing of the Meeting

Shareholders may participate in the Meeting in person or by proxy. A proxy to participate in the Meeting and to exercise voting rights must be in writing under pain of invalidity. The Company's Management Board further announces that it is not envisaged to participate in the Meeting by means of electronic communication.

Information on the proposed amendment to §3 of the Company's Articles of Association.

Current wording of §3 of the Company's Articles of Association:

The share capital of the Company amounts to PLN 130,913.50 (one hundred and thirty thousand nine hundred and thirteen zlotys fifty groszy) and is divided into 1,309,135 (one million three hundred and nine thousand one hundred and thirty five) registered shares, with a nominal value of PLN 0.10 (ten groszy) each, including:

a) 1,000,000 (one million) ordinary registered shares of series A, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 100,000.00 (one hundred thousand zlotys);

b) 40,112 (forty thousand one hundred and twelve) ordinary registered shares of series B, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 4011.20 (four thousand eleven zlotys, 20/100);

c) 88,795 (eighty-eight thousand seven hundred and ninety-five) ordinary registered shares of series C, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 8,879.50 (eight thousand eight hundred and seventy-nine zlotys, 50/100);

d) 72,893 (seventy-two thousand eight hundred and ninety-three) ordinary registered shares of series D, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 7289.30 (seven thousand two hundred and eighty-nine Polish zloty, 30/100).

e) 107,335 (one hundred and seven thousand three hundred and thirty-five) ordinary registered shares of series E, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 10,733.50 (ten thousand seven hundred and thirty-three zlotys 50/100).

2 The share capital was fully covered before the Company was registered in the Register of Entrepreneurs of the National Court Register.

Proposed new wording of §3 of the Company's Articles of Association:

The share capital of the Company amounts to PLN 135,981.10 (one hundred and thirty-five thousand nine hundred and eighty-one zloty ten groszy) and is divided into 1,359,811 (one million three hundred and fifty-nine thousand eight hundred and eleven) registered shares, with a nominal value of PLN 0.10 (ten groszy) each, including:

a) 1,000,000 (one million) ordinary registered shares of series A, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 100,000.00 (one hundred thousand zlotys);

b) 40,112 (forty thousand one hundred and twelve) ordinary registered shares of series B, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 4011.20 (four thousand eleven zlotys, 20/100);

c) 88,795 (eighty-eight thousand seven hundred and ninety-five) ordinary registered shares of series C, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 8,879.50 (eight thousand eight hundred and seventy-nine zlotys, 50/100);

d) 72,893 (seventy-two thousand eight hundred and ninety-three) ordinary registered shares of series D, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 7289.30 (seven thousand two hundred and eighty-nine Polish zloty, 30/100).

e) 107,335 (one hundred and seven thousand three hundred and thirty-five) ordinary registered shares of series E, with a nominal value of PLN 0.10 (ten groszy) per share, with a total nominal value of PLN 10,733.50 (ten thousand seven hundred and thirty-three zlotys 50/100).

f) 50,676 (fifty thousand six hundred and seventy-six) ordinary registered shares of series F, with a nominal value of PLN 0.10 (ten groszy) each share, with a total nominal value of PLN 5,067.60 (five thousand sixty-seven zlotys 60/100).

2 The share capital was fully covered before the Company was registered in the Register of Entrepreneurs of the National Court Register.

Author

Konrad Smoczny

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12/3 Puławska St,
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