NOTICE OF EXTRAORDINARY GENERAL MEETING OF GETBACK S.A., DATED MARCH 2ND 2018 GETBACK S.A. The Management Board of GetBack Spółka Akcyjna of Wrocław (registered address: ul. Powstańców Śląskich 2-4, 53-333 Wrocław, Poland), entered into the business register of the National Court Register maintained by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, under No. KRS 0000413997, Industry Identification Number (REGON): 021829989, Tax Identification Number (NIP): 8992733884 (the Company ), acting pursuant to Art. 399.1 in conjunction with Art. 402 1 and Art. 402 2 of the Commercial Companies Code, hereby convenes an Extraordinary General Meeting, to be held at 10 a.m. on March 28th 2018 in Warsaw, at: InterContinental Hotel (Sala Kompozytorzy), ul. Emilii Plater 49, 00-125 Warsaw, Poland. 1. AGENDA The Extraordinary General Meeting ( EGM ) will adopt the following agenda: 1.1 Opening of the Extraordinary General Meeting. 1.2 Appointment of Chairman of the Extraordinary General Meeting. 1.3 Confirmation that the Extraordinary General Meeting has been properly convened and has the capacity to pass resolutions. 1.4 Adoption of the agenda of the Extraordinary General Meeting. 1.5 Consideration of and voting on a resolution on preparation of financial statements in accordance with the International Accounting Standards and the International Financial Reporting Standards. 1.6 Consideration of and voting on a resolution to: (i) increase the Company s share capital, of PLN 5,000,000 (five million złoty), by no less than PLN 0.05 (five grosz) and no more than PLN 999,999.95 (nine hundred and ninety-nine thousand, nine hundred and ninety-nine złoty, ninety-five grosz), to no less than PLN 5,000,000.05 (five million złoty, five grosz) and no more than PLN 5,999,999.95 (five million, nine hundred and ninety-nine thousand, nine hundred and ninety-nine złoty, ninety-five grosz), by issuing no less than 1 (one) and no more than 19,999,999 (nineteen million, nine hundred and ninety-nine thousand, nine hundred and ninety-nine) new Series F ordinary bearer shares with a par value of PLN 0.05 (five grosz) per share, with the existing shareholders pre-emptive rights to all new Series F shares waived in full, and offer the shares through a private placement to no more than 149 investors; and (ii) convert the new Series F shares and rights to those shares into book-entry form and seek their admission to trading on the regulated market operated by the Warsaw Stock Exchange. 1.7 Consideration of and voting on a resolution to: (i) authorise the Management Board to increase the Company s share capital within the authorised limit, amend the Company s Articles of Association, waive in full the existing shareholders 1
pre-emptive rights to all new shares in the authorised capital, and offer these shares through a private placement to no more than 149 investors or through open subscription in a public offering; and convert new shares in the authorised capital into book-entry form and seek their admission to trading on the regulated market operated by the Warsaw Stock Exchange. 1.8 Consideration of and voting on a resolution to approve the Rules of Procedure for the Supervisory Board. 1.9 Consideration of and voting on a resolution to adopt the Rules of Procedure for the General Meeting. 1.10 Closing of the Extraordinary General Meeting. 2. THE RIGHT OF A SHAREHOLDER TO REQUEST THAT CERTAIN ITEMS BE PLACED ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING Pursuant to Art. 401.1 of the Commercial Companies Code, a shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be included on the agenda of the Extraordinary General Meeting. Such request should be submitted to the Company s Management Board at least twenty-one days prior to the date of the EGM, that is on or before March 7th 2018. The request should contain reasons for or a draft resolution regarding the proposed agenda item. The request may be submitted: a) in writing (delivered in person against confirmation of submission or sent to the Company with return receipt requested) to the following address: ul. Powstańców Śląskich 2-4, 53-333 Wrocław; or b) in electronic form to: wza@getbacksa.pl Shareholders requesting that a particular matter be placed on the agenda of the EGM should prove their holding of the required number of Company shares as at the date of the request, by attaching thereto a (scanned) copy of a depositary certificate or certificate evidencing their right to participate in the General Meeting, as well as documents specified in section 12 hereof. At least eighteen days prior the scheduled date of the General Meeting, i.e. by March 10th 2018, the Management Board will announce any changes made to the agenda at the request of a shareholder or shareholders, by publishing them in a current report and on the Company s website at: https://www.getbacksa.pl/relacie-inwestorskie/raporty-biezace, in the Investor relations General Meeting General Meeting March 28th 2018 section. 3. THE RIGHT OF A SHAREHOLDER TO PROPOSE DRAFT RESOLUTIONS CONCERNING MATTERS WHICH HAVE BEEN PLACED OR ARE TO BE PLACED ON THE AGENDA OF THE EGM PRIOR TO THE DATE OF THE EGM Pursuant to Art. 401.4 of the Commercial Companies Code, a shareholder or shareholders representing at least one-twentieth of the Company s share capital may, prior to the date of the EGM, propose draft resolutions concerning any matters which have been placed or are to be placed on the EGM s agenda. The request should contain reasons or a draft resolution regarding the proposed agenda item. The proposal may be submitted in the following manner: 2
a) in writing (delivered in person against confirmation of submission or sent to the Company with return receipt requested) to the following address: ul. Powstańców Śląskich 2-4, 53-333 Wrocław; or b) in electronic form to: wza@getbacksa.pl. Shareholders proposing draft resolutions should prove their holding of the required number of Company shares as at the date of the proposal, by attaching thereto a (scanned) copy of a depositary certificate or certificate evidencing their right to participate in the General Meeting, as well as documents specified in section 12 hereof. The Management Board will immediately announce any draft resolutions proposed by shareholders by publishing them in a current report and on the Company s website at: https://www.getbacksa.pl/relacieinwestorskie/raporty-biezace, in the Investor relations General Meeting General Meeting March 28th 2018 section. 4. THE RIGHT OF A SHAREHOLDER TO PROPOSE DRAFT RESOLUTIONS CONCERNING MATTERS WHICH HAVE BEEN PLACED ON THE AGENDA As permitted under Art. 401.5 of the Commercial Companies Code, during the EGM shareholders entitled to participate in the EGM may propose draft resolutions concerning matters included on its agenda. 5. VOTING BY PROXY, INCLUDING INFORMATION ON PROXY VOTING FORMS, AND THE MANNER OF NOTIFYING THE COMPANY OF PROXY APPOINTMENT BY MEANS OF ELECTRONIC COMMUNICATION Shareholders may attend the EGM and vote in person or by proxy (proxies). A proxy may exercise all rights of a shareholder at the EGM unless the power of proxy states otherwise. A proxy may grant further powers of proxy if the original power of proxy so permits. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder holding shares registered in an omnibus account may appoint different proxies to vote the shares in that account. A shareholder holding shares registered in more than one securities account may appoint different proxies to vote the shares in each of the accounts. A power of proxy to attend the EGM and exercise voting rights must be granted in writing or in electronic form. A power of proxy granted in electronic form will not require a secure electronic signature verifiable with a valid qualified certificate. At the time of registering attendance at the EGM, a proxy holding a written power of proxy should present the original of the power of proxy, its copy certified officially or by a notary public as a true copy, or its official copy prepared in accordance with applicable regulations, together with copies of documents evidencing the relevant person s authority to represent the shareholder (in the case of legal persons and partnerships a valid official copy of their entry in the National Court Register). In order to confirm the identity of a shareholder and their proxy, documents specified in section 12 hereof should be attached to the document confirming the grant of a power of proxy, and presented or submitted to the person or persons responsible for shareholders registration. 3
The fact of granting a power of proxy in electronic form must be notified to the Company s Management Board by means of electronic communication. The fact of granting or revoking a power of proxy in electronic form must be notified by a shareholder to the Company via email sent to: wza@getbacksa.pl by 11:59 p.m. on the day preceding the scheduled date of the EGM (failure to notify the Company of the grant of a power of proxy in electronic form by that deadline will not prevent the proxy from participating in the EGM on the basis of a power of proxy granted in writing). The notification should also specify details of the proxy and the principal (including their names, surnames, telephone numbers and email addresses). Additionally, the notification should specify the scope of the power of proxy, that is the number of shares to be voted as well as the date and name of the General Meeting at which the shares are to be voted. Along with the notification, a shareholder or a person authorised to attend the EGM must send to the email address specified above: a) a document confirming the grant of a power of proxy; b) a depositary certificate or certificate confirming their right to participate in the General Meeting; and c) the documents specified in section 12 hereof. Where any of the above documents is originally drawn up in a language other than Polish, the proxy should enclose therewith its sworn translation into Polish. Where voting instructions are given to a proxy by a shareholder (including through a form of proxy voting instructions available from the above website address), the Company will not check whether the proxy is exercising the voting rights in line with the principal s instructions. The Management Board has the right to verify the notifications and to take steps to check the identity of the shareholder and the proxy and confirm that the latter has been duly authorised. In particular, such verification may involve enquiring of the shareholder or the proxy by telephone or by email whether the power of proxy has indeed been granted and whether its scope is as declared. Should any doubts arise, the Company may take further steps to verify the validity of the power of proxy granted in electronic form and to check the identity of the shareholder and the proxy, in particular by requiring additional documents to be presented by the proxy. The Company reserves the right to treat a lack of reply to any questions asked for verification purposes as inability to confirm the validity of the power of proxy, which will be a sufficient basis to refuse admission of the proxy to the EGM. Notifications which are not compliant with the requirements set out above will have no legal effect with respect to the Company. The Company will not be liable for any errors made in power-of-proxy documents or for any actions taken by holders of powers of proxy. The above rules will apply accordingly to amendments to or revocation of a power of proxy. 4
6. PARTICIPATING IN THE EGM AND TAKING THE FLOOR AT THE EGM BY MEANS OF ELECTRONIC COMMUNICATION, VOTING BY POSTAL BALLOT OR BY MEANS OF ELECTRONIC COMMUNICATION Shareholders may not participate in the EGM by means of electronic communication or vote by postal ballot. 7. RECORD DATE FOR PARTICIPATION IN THE EGM According to Art. 406 1.1 of the Commercial Companies Code, the record date for participation in the EGM falls sixteen days prior to the date of the EGM, i.e. on March 12th 2018 (the Record Date ). 8. RIGHT TO PARTICIPATE IN THE EGM The EGM may only be attended by persons who are the Company s shareholders as at the Record Date specified in section 7 hereof. Persons holding rights attached to bearer shares will be entitled to participate in the EGM if: a) sixteen days prior to the date of the EGM, i.e. on March 12th 2018, the Company shares are registered in their securities account; b) between March 2nd and March 13th 2018, they submit to the entity maintaining their securities account a request to be issued a personal certificate confirming their right to participate in the General Meeting; Such certificate should include: a) Name, registered office, address and stamp of the issuing entity and number of the certificate; b) Number of shares to which the certificate relates; c) Type and code of the shares; d) Name, registered office and address of the public company that issued the shares; e) Par value of the shares; f) First and last name or company name of the holder of rights attached to the shares, g) Registered office (place of residence) and address of the holder of rights attached to the shares; h) Purpose of issuing the certificate; i) Place and date of issue of the certificate; and j) Signature of the person authorised to issue the certificate. A Company shareholder who intends to participate in the EGM and exercise their voting rights personally should, in order to confirm their identity, present or submit the documents specified in section 12 hereof to the person or persons responsible for shareholders registration. Where a shareholder grants a power of proxy for participation in the EGM and exercise of voting rights, in order to confirm the identity of the shareholder and their proxy, the originals or copies of documents 5
specified in section 12 hereof should be attached to the power-of-proxy document, and presented or submitted to the person or persons responsible for shareholders registration. After the person(s) responsible for shareholders registration confirms the identity of the shareholder or their proxy, the shareholder or the proxy will confirm their presence by placing their signature in the attendance list displayed at the EGM venue, in the presence of the person(s) responsible for shareholders registration, and will collect a voting card or an electronic voting device, prepared in advance by the Company or the entity mandated by the Management Board to provide technical support of the EGM. Each change in the EGM attendees will be recorded in the attendance list in such a way that a shareholder entering or exiting the EGM venue during the meeting will sign the attendance list, and the person responsible for shareholders registration will put the hour and minute of the entry/exit next to the signature. Where an electronic ballot counting system is used, a shareholder entering or exiting the EGM venue should also register or deregister the votes they represent. 9. LIST OF SHAREHOLDERS The list of shareholders entitled to participate in the EGM is determined by the Company on the basis of a list drawn up by the entity maintaining the depository for securities in accordance with the regulations governing the trade in financial instruments (Krajowy Depozyt Papierów Wartościowych S.A.; the Central Securities Depository of Poland). The list of shareholders, signed by the Company Management Board, will include the full names or company names of entitled shareholders, their residence or registered address, the number, type and serial numbers of their shares and the number of votes attached thereto. A shareholder who is a natural person may provide his or her address for correspondence, instead of residence address. In accordance with Art. 407.1 of the Commercial Companies Code, the list of shareholders entitled to participate in the EGM will be displayed in the Management Board s office (the Company s registered office) in Wrocław, at ul. Powstańców Śląskich 2-4, 53-333 Wrocław, Poland, and in the Management Board s office in Warsaw, at ul. Moniuszki 1a, 00-014 Warsaw, Poland, from 9.00 a.m. to 4.00 p.m., for three business days before the date of the EGM, i.e. on March 23rd, 26th and 27th 2018. Shareholders may inspect the list in the Management Board s offices specified above. A shareholder may also request a copy of the list of shareholders against reimbursement of the cost of making such copy, or request that the list be sent to them via electronic mail free of charge, by providing the email address to which the list should be sent. The request may be made as follows: a) in writing (delivered in person against confirmation of submission or sent to the Company with return receipt requested) to the following address: ul. Powstańców Śląskich 2-4, 53-333 Wrocław; or in electronic form to: wza@getbacksa.pl Attached to the request should be a certificate confirming the shareholder s right to participate in the EGM and documents specified in section 12 hereof. In the same way, a shareholder may request a copy of the proposals concerning matters included on the agenda within a week before the date of the EGM. 6
10. ACCESS TO DOCUMENTS AND COMMUNICATION WITH THE COMPANY REGARDING THE EGM Persons entitled to participate in the EGM may obtain, in electronic form, the full text of documents to be presented to the General Meeting and draft resolutions at the Company s registered office in Wrocław, ul. Powstańców Śląskich 2-4, 53-333 Wrocław, and on the Company s website at https://www.getbacksa.pl/relacje-inwestorskie/raportv-biezace., in the Investor relations General Meeting section. Attached to the request for access to documents should be a (scanned) copy of the depositary certificate or certificate confirming the shareholder s right to participate in the EGM and documents specified in section 12 hereof. The Company Management Board hereby informs shareholders that it will not provide any documents in paper. The shareholders may communicate with the Company by electronic means. Any communications should be sent to the Company s email address: wza@getbacksa.pl. Documents are deemed delivered to the Company by electronic means upon their entry into the Company s mail server. A shareholder shall in each case bear the risk associated with the use of electronic communication means. 11. WEBSITE ON WHICH INFORMATION ON THE EGM WILL BE PROVIDED All information related to the EGM will be provided on the Company s website at https://www. getbacksa.pl/relacj e-inwestorskie/raporty-biezace, in the Investor relations General Meeting General Meeting March 28th 2018 section. 12. DOCUMENTS SUBMITTED BY COMPANY SHAREHOLDERS IN CONNECTION WITH ACTIONS PERFORMED UNDER THIS NOTICE In cases specified in this notice, a shareholder voting in person or by proxy must submit: a) in the case of a shareholder who is a natural person a (scanned) copy of their identity card, relevant pages of their passport or other official document confirming the shareholder s identity; b) in the case of a shareholder who is not a natural person a (scanned) copy of a valid official excerpt from their relevant register or other document evidencing the shareholder s existence and its representative s/representatives authority to represent the shareholder; c) in the case of a proxy who is a natural person a (scanned) copy of their identity card, relevant pages of their passport or other official document confirming the proxy s identity; d) in the case of a proxy which is not a natural person a (scanned) copy of a valid official excerpt from the relevant register or other document evidencing the proxy s existence and its representative s/representatives authority to represent the proxy. In the case of a foreign entity domiciled in a country where relevant registries are not kept, instead of a copy or, as the case may be, a scan of the excerpt from the register referred to above, copies or scans of documents confirming the entity s existence and valid documents confirming the right of its representative(s) to represent the entity should be attached. In the case of any doubts as to the contents or accuracy of copies of any the documents referred to above, the Company or the Company-appointed person(s) responsible for shareholders registration may, prior to the commencement of the EGM, request to be shown the originals of such documents or their copies certified by a notary public or other entity authorised to certify documents as true copies, and to allow the Company to make and maintain copies thereof. 7
In the event of: (i) failure to present (or presentation of invalid) documents referred to above; or (ii) refusal to produce such documents or allow the Company to make and maintain copies of the originals of such documents or their certified copies in the circumstances referred to in the preceding paragraph, the shareholder or the shareholder s proxy may not be allowed to participate in the EGM. Any of the documents referred to in this section 12 (or elsewhere in this notice) drawn up in a foreign language should be presented with their sworn translation into Polish. The relevant documents should be delivered in the same form as the request (as paper documents or their copies, or, in the case of documents sent by electronic means, scanned copies in the PDF file format). The Company Management Board may take appropriate steps to verify a shareholder s or a proxy s identity and the validity of documents delivered. In particular, such verification may involve making enquiries of the shareholder or the proxy by telephone or email. 13. DRAFT RESOLUTIONS OF THE EGM Draft resolutions of the EGM together with appendices are available in a separate appendix. 14. OTHER INFORMATION The proceedings of the EGM will be conducted in Polish. The Management Board does not expect to provide foreign language interpreting. If the EGM is opened by the Chairman of the Company Supervisory Board, Mr Kenneth Maynard, the presence of an interpreter will be ensured to the extent required by the Chairman. Persons authorised to participate in the EGM will be able to register and collect a voting card or an electronic voting device at the EGM venue, from 9.00 a.m. on the date of the EGM. To matters not addressed in this notice, relevant provisions of the Commercial Companies Code and other acts as well as the Company s Articles of Association will apply. The Management Board reserves the right to mandate an external service provider to provide technical support of the EGM. Detailed information on the EGM is available in the Investor relations General Meeting General Meeting March 28th 2018 section of the website. 8