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Protocol of the Ordinary General Meeting of Shareholders of FON SE of 23.11.2023

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

Time of the meeting: 23 November 2023, starting at 12.00 (CET).

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 23 November 2023, 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 187 500 euros, which is divided into 1 875 000 non par value shares.

The circle of shareholders entitled to participate at the general meeting has been established as at 23:59 of 16 November 2023 (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 16 November 2023, which is kept by NASDAQ CSD SE (Latvian registry code 40003242879), the holder of ca 58,93% 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 1 105 000 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 41,07% of the shares of the Company is Patro Invest OÜ (Estonian registry code 14381342), which holds 770 000 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 770 000 (i.e. 41,07%) 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 25.10.2023 (which did not have a quorum pursuant to section 4.5 of the Company's Statute), then the general meeting of 23.11.2023 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 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: 1 875 000

Total number of votes at the meeting: 770 000

In favour: 770 000 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.

The management board of the Company provided an overview of the last annual report and the economic activities of the Company for the current year.

II.AGENDA

Pursuant to the notice of the annual general meeting of shareholders dated 2 November 2023 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.Approving the annual report of the Company for the financial year 2022/2023.

3.Increasing the share capital of the Company through bonus issue.

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.In connection with the bonus issue (Est. fondiemissioon) of the shares of the Company, to amend sections 2.1 and 2.4 of the articles of association of the Company and to approve it in the new wording as follows:

" 2.1.The minimum amount of share capital of the Company is 14 250 000 (fourteen million two hundred fifty thousand) euros and the maximum amount of share capital is 57 000 000 (fifty seven million) euros."

"2.4 The minimum number of the shares of the Company without nominal value is 142 500 000 (one hundred forty-two million five hundred thousand) shares and the maximum number of the shares of the Company without nominal value is 570 000 000 (five hundred seventy million) shares."

1.2.To approve the new version of the Company's articles of association with the abovementioned amendments.

Voting results:

Number of shares: 1 875 000

Total number of votes at the meeting: 770 000

In favour: 770 000 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.Approving the annual report of the Company for the financial year 2022

2.1.To approve the annual report of the Company for the financial year 2022/2023.

2.2.Not to distribute profit to the shareholders of the Company.

2.3.To distribute all of the profits from financial year 2022/2023 to the supplementary capital of the Company.

Voting results:

Number of shares: 1 875 000

Total number of votes at the meeting: 770 000

In favour: 770 000 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.Increasing the share capital of the Company through bonus issue

3.1.To increase the share capital of the Company through bonus issue by issuing 140 625 000 new shares to the Shareholders of the Company, thus the number of shares of the Company increases from 1 875 000 to 142 500 000.

3.2.To increase the share capital of the Company through bonus issue at the expense of the premium in the amount of EUR 10 257 500 and other reserves in the amount of EUR 3 805 000 on the basis of the balance sheet as at 30.06.2023 provided in the 2022/2023 annual report. The record date of the bonus issue shall be on 8.12.2023 17:00 CET.

3.3.By means of the bonus issue the share of the Shareholder in the share capital of the Company will increase in proportion to the share in the share capital as at the date of establishing the right to participate in the bonus issue. Therefore, as a result of the bonus issue every shareholder shall receive 75 shares for each 1 share owned by the shareholder of the Company.

3.4.The authorization and obligation of the Management Board of the Company to take all legal and factual actions related to the issue of bonus shares, including in particular:

3.4.1.authorize the Management Board to set a record day for obtaining the rights to receive new shares by Shareholders who hold the Company's shares listed on the Warsaw Stock Exchange.

3.4.2.authorize the Management Board to register the shares issued under the bonus issue with the National Depository for Securities (KDPW) and with the NASDAQ CSD (home deposit) kept for the benefit of the Company.

3.4.3.authorize the Management Board to perform all actions necessary to admit the shares issued under the bonus issue to trading on the regulated market and to dematerialize these shares.

Voting results:

Number of shares: 1 875 000

Total number of votes at the meeting: 770 000

In favour: 770 000 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.