Market announcement

Title

Protocol of the Extraordinary General Meeting of Shareholders of FON SE

Message

Place of holding the meeting: Plock, ul. Padlewskiego 18C, 09-402, Poland.

Time of the meeting: 14 March 2024, starting at 12.00 (CET). 

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 14 March 2024, and in accordance with the Statute of FON SE (hereinafter referred to as the “Company”), the Company is an undertaking with passive legal capacity, which was filed with the registration department of the Tartu County Court on 30.11.2018 under the registry code 14617916, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, with the share capital of 14 250 000 euros, which is divided into 142 500 000 non par value shares.

The circle of shareholders entitled to participate at the general meeting has been established as at 23:59 of 7 March 2024 (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 7 March 2024, which is kept by NASDAQ CSD SE (Latvian registry code 40003242879), the holder of ca 59,47% of the shares of the Company is the Polish register of securities (Krajowy Depozyt Papierów Wartościowych S.A. (Polish registry code PL-0000081582, hereinafter the “KDPW”)), which holds 84 750 000 non par value shares/votes on its nominee account for and on behalf of the actual shareholders of the Company and the holder of ca 40,53% of the shares of the Company is Patro Invest OÜ (Estonian registry code 14381342), which holds 57 750 000 non par value shares/votes on its account.

The list of shareholders of the Company attending the meeting is annexed to these minutes (Annex 1). This list and the previous section show that 57 750 000 (i.e. 40,53%) of all the votes represented by the shares were duly represented at the general meeting. 

Pursuant to section 4.5 of the Company’s Statute the general meeting has a quorum if more than one half of the votes represented by the shares are represented at the general meeting, unless a requirement for a higher quorum is prescribed by applicable legal acts. As the general meeting was a new general meeting within the meaning of § 297 (2) of the Commercial Code and section 4.5.1 of the Company’s Statute, which was convened without changing the agenda of the meeting held on 14.02.2024 (which did not have a quorum pursuant to section 4.5 of the Company’s Statute), then the general meeting of 14.03.2024 is competent to adopt resolutions regardless of the votes represented at the meeting.
The holding of the general meeting of the Company is subject to § 296 of the Commercial Code, which stipulates that if the requirements of law or of the articles of association for calling a general meeting are violated, the general meeting shall not have the right to adopt resolutions except if all the shareholders participate in or all the shareholders are represented at the general meeting. Resolutions made at such meeting are void unless the shareholders, with respect to whom the procedure for calling the meeting was violated approve of the resolutions. 

Therefore, the meeting has a quorum.



I.OPENING THE GENERAL MEETING

The extraordinary general meeting was opened by Damian Patrowicz. Damian Patrowicz (Estonian personal identification code 39008050063) was elected to chair the meeting and Martyna Patrowicz (personal identification code 49909190016) was elected the recorder of the meeting /the person co-ordinating the voting.

Voting results:
Number of shares: 142 500 000
Total number of votes at the meeting: 57 750 000
In favour: 57 750 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

Therefore, the Chair of the meeting and the recorder of the meeting / voting co-ordinator have been elected. 

The Chair of the meeting and the recorder / voting co-ordinator of the meeting have verified the legal capacity of the shareholders participating at the meeting, and the identity and the right of representation of the representatives.

II.AGENDA

Pursuant to the notice of the extraordinary general meeting of shareholders dated 22 February 2024 which are approved by the Supervisory Board of the Company, the agenda of the general meeting is the following:

1.Amendment of the articles of association of the Company and approval of the new version of the articles of association of the Company.
2.Reduction of the number of shares of the Company without nominal value.
3.Cancellation part of the shares of the Company without nominal value.
4.Share capital reduction.

III.VOTING AND RESOLUTIONS

1.Amendment of the articles of association of the Company and approval of the new version of the articles of association of the Company
1.1.The Shareholders shall amend and approve the new Articles of Association in order to decrease the share capital and the number of shares of the Company.
1.2.In connection therewith, to amend subsection 2.1 and 2.4 of the articles of association of the Company in the new wording as follows:

„ 2.1. The minimum amount of share capital of the Company is 259 000 (two hundred fifty-nine thousand) euros and the maximum amount of share capital is 1 036 000 (one million thirty-six thousand) euros.”

“2.4 The minimum number of the shares of the Company without nominal value is 2 590 000 (two million five hundred ninety thousand) shares and the maximum number of the shares of the Company without nominal value is 10 360 000 (ten million three hundred and sixty thousand) shares.”
1.3.To approve the new version of the Company’s articles of association with the above amendments.


Voting results:
Number of shares: 142 500 000
Total number of votes at the meeting: 57 750 000
In favour: 57 750 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting



The resolution of the meeting was adopted.


2.Reduction of the number of shares of the Company without nominal value 
2.1.In order to make a positive impact on the valuation of shares, stabilize the price, improve the liquidity of trading and in order to avoid the possible qualification of the Company’s shares to the segment of the list of alerts of the Warsaw Stock Exchange, the Chair of the meeting proposed to vote in favour of the resolution to reduce the number of shares of the Company without nominal value and to amend the articles of association of the Company as follows:
to reduce the number of shares of the Company without nominal value from 142 500 000 shares to 2 850 000 shares without altering the share capital of the Company, by replacing proportionally 142 500 000 shares without nominal value with a book value of 0,10 euros per share with 2 850 000 new shares without nominal value with a book value of 5,00 euros per share. 

2.2.The execution of these resolutions is vested in the Company’s Management Board. The Management Board is authorised and obliged to file any documents and take any and all legal actions, including actions not mentioned in these resolutions, which directly or indirectly led to fulfilling provisions of these resolutions. In particular, the Management Board is authorized and obliged to carry out the reduction of the number of shares of the Company without nominal value as follows: fifty (50) Company’s shares without nominal value with a book value of EUR 0,10 per share will be replaced by one share without nominal value with a book value of EUR 5,00 per share.

2.3.The Management Board is authorised to indicate the date (“Reference Date”) on which, according to the number of shares held on each shareholder’s securities account, the new number of shares with a book value of EUR 5,00 euros per share will be set out.

2.4.Possible shortages will be covered at the expense of the rights held by Patro Invest OÜ, a limited liability company duly incorporated and validly existing under the laws of Estonia, Estonian registry code 14381342, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia. Patro Invest OÜ is a shareholder who renounced the securities rights for free on the account of the shareholders having shortages but only to the extent necessary to cover the shortage and to allow the shareholders to receive one (1) share with the new book value of EUR 5,00. Patro Invest OÜ will cover the shortage on condition that the extraordinary general meeting passes these resolutions on reduction of the number of shares of the Company without nominal value on given terms, amending the articles of association of the Company, its registration by the Estonian Commercial Register and indication by the Management Board the Reference Date, and also with effect on the date when (1) Nasdaq CSD Branch in Estonia and (2) Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A. or KDPW) carry out the procedures necessary to effectuate the reduction of the number of shares of the Company without nominal value. Therefore, as a result of the reduction of the number of shares of the Company, each Shareholder having shortages on the Reference Date (it means a shareholder holding from 1 to 49 shares with a book value of EUR 0,10), will become entitled to receive one (1) share with a book value of EUR 5,00 instead of shares resulting in shortage. At the same time, the rights of Patro Invest OÜ to receive shares with a new book value of EUR 5,00 instead of held shares with a book value of EUR 0,10 on the Reference Date will be reduced by the amount of shares necessary to cover the shortages. Shareholder who will have minority stakes will not be charged with the tax cost because of the low taxable amount. If it occurs that covering of all shortages will not be possible in described way, then the process of the reduction of the number of shares of the Company without nominal value cannot be completed.

2.5.The shareholders of the Company are requested to check the amount of the shares held on the securities accounts and adjust their structure so that on the Reference Date, the amount of the shares will be single or a multiple of 50 shares. The Management Board shall indicate to the shareholders the Reference Date in the form of a current report. If the Management Board will not indicate any date then it is considered that the shares shall be adjusted by 14 April 2024. This procedure reduces the risk of failure of the merger process of the reduction of the number of shares of the Company without nominal value by inability to fulfil the provisions of these resolutions.

2.6.The Management Board of the Company is authorised and obliged to take all legal and organizational actions connected with changing the book value and amount of the Company’s shares in the Estonian Commercial Register, Nasdaq CSD Branch in Estonia and KDPW. These changes will be registered and kept on each shareholder’s securities account. This will be done by the systems operated by Nasdaq CSD Branch in Estonia and KDPW, respectively.

2.7.The Management Board of the Company is authorised and obliged to submit to WSE an application to suspend continuous trading in order to carry out the process of the reduction of the number of shares of the Company without nominal value. Period of suspension shall be previously agreed with KDPW.

2.8.Sections 2.1 and 2.2 of these resolutions shall enter into force on the moment the entries pertaining to the date of amending the articles of association and the new amount of the number of shares of the Company without nominal value, filed under the adopted resolutions provided in sections 2.1 – 2.2 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enters into force at the moment of their adoption.


Voting results:
Number of shares: 142 500 000
Total number of votes at the meeting: 57 750 000
In favour: 57 750 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

The resolution of the meeting was adopted.


3.Cancellation part of the shares of the Company without nominal value 
3.1.In order to reduce the number of shares and the amount of liabilities, the Chair of the meeting proposed to vote in favour of the resolution to cancel 260 000 shares of the Company and thereby reduce the share capital of the Company in accordance with the following rules:
3.1.1.The number of shares of the Company will be reduced by 260 000 shares, from 2 850 000 shares to 2 590 000 shares. 
3.1.2.The share capital of the Company will be reduced by 1 300 000,00 euros, from 14 250 000,00 euros to 12 950 000,00 euros. 
3.1.3.The share capital shall be reduced by cancelling 260 000 shares of the Company owned by Patro Invest OÜ. The book value of shares of the Company without nominal value will not be changed.
3.1.4.Following the cancellation of shares and reduction of share capital, the Company shall have a share capital of 12 950 000 euros consisting of 2 590 000 shares with a book value of 5,00 euros per share. 
3.1.5.Patro Invest OÜ will receive 7,50 euros from the Company for each cancelled share as a result of the reduction of the share capital. In total Patro Invest OÜ shall receive 1 950 000 euros as fair compensation for cancelled shares. 
3.2.To authorize and oblige the Company's Management Board to take all legal and factual actions related to the number of the Company's shares and amount of share capital resulting from the content of these resolutions, including in particular the extraordinary general meeting decides to:

3.2.1.authorize and oblige the Company's Management Board to carry out the registration procedure to reduce the number of shares and share capital in the Estonian Commercial Register;
3.2.2.authorize and oblige the Management Board of the Company to register a decrease in share capital and the number of shares in the National Depository of Securities and in the parent deposit of NASDAQ CSD kept for the Company; 
3.2.3.authorize and oblige the Company's Management Board to carry out the operation of reducing the number of shares and share capital of the Company participating in trading on the Warsaw Stock Exchange; and
3.2.4.authorize the Management Board to indicate the date on which the shares will be cancelled and the share capital reduced.
3.3.Section 3.1 of these resolutions shall enter into force on the moment the entries pertaining to the share reduction and share capital of the Company without nominal value, filed under the adopted resolutions provided in sections 3.1 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enters into force at the moment of their adoption.


Voting results:
Number of shares: 142 500 000
Total number of votes at the meeting: 57 750 000
In favour: 57 750 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting

The resolution of the meeting was adopted.

4.Share capital reduction
4.1.The purpose of reducing the share capital is to reduce the book value of the Company’s shares, which in the case of plans to attract new investors may facilitate the acquisition of capital by the Company by issuing new shares. The Chair of the meeting proposed to vote in favour of the resolution to reduce the share capital of the Company by reducing the book value of the shares from 5,00 euros to 0,10 euros in accordance with the following rules:
4.1.1.The share capital of the Company will be reduced by 12 691 000 euros, from 12 950 000 euros to 259 000 euros. 
4.1.2.The share capital shall be reduced by reducing the book value of all the shares of the Company from 5,00 euros to 0,10 euros. The number of shares of the Company without nominal value will not be changed and shares of the Company shall not be cancelled.
4.1.3.Following the reduction of share capital, the Company shall have a share capital of 259 000 euros consisting of 2 590 000 shares with a book value of 0,10 euros per share.
4.1.4.No payments will be made to the shareholders as a result of the reduction of the share capital. All the funds released as a result of the reduction of the share capital will be allocated to the supplementary capital of the Company. 
4.2.To authorize and oblige the Company's Management Board to take all legal and factual actions related to the change in the book value and share capital of the Company resulting from the content of these resolutions, including in particular the extraordinary general meeting decides to:

4.2.1.authorize and oblige the Company's Management Board to carry out the registration procedure to reduce the book value of shares and the share capital of the Company in the Estonian Commercial Register;
4.2.2.authorize and oblige the Management Board of the Company to register a decrease in share capital and the book value in the National Depository of Securities and in the parent deposit of NASDAQ CSD kept for the Company; 
4.2.3.authorize and oblige the Company's Management Board to carry out the operation of reducing the book value of the Company participating in trading on the Warsaw Stock Exchange; and
4.2.4.authorize the Management Board to indicate the date on which, according to the number of shares held on each shareholder’s securities account, the new a book value of the shares of the Company will be set out.

4.3.Section 4.1 of these resolutions shall enter into force on the moment the entries pertaining to the share capital reduction and new book value of shares of the Company without nominal value, filed under the adopted resolutions provided in sections 4.1 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enters into force at the moment of their adoption.


Voting results:
Number of shares: 142 500 000
Total number of votes at the meeting: 57 750 000
In favour: 57 750 000 votes, i.e. 100% of the votes represented at the meeting
Against: 0 votes, i.e. 0% of the votes represented at the meeting
Abstained: 0 votes, i.e. 0% of the votes represented at the meeting
Not voted: 0 votes, i.e. 0% of the votes represented at the meeting


The resolution of the meeting was adopted.


The meeting ended at: 13.00.


The meeting was held in the Polish language