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Protocol of the Ordinary General Meeting of Shareholders of FON SE of 14/12/2021.

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FON SE
MINUTES OF THE ANNUAL GENERAL
MEETING OF SHAREHOLDERS

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

Time of the meeting: 14 December 2021, starting at 12.00
(Warsaw Time).
Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 14 December 2021, 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 November 2018 under the registry code 14617916, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, with the share capital of 28 875 000 euros, which is divided into 52 500 000 non par value shares.

The circle of shareholders entitled to participate at the annual general meeting has been determined as at 7 December 2021 at the end of the working day of the Nasdaq CSD Estonian Settlement System (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 7 December 2021, which is kept by NASDAQ CSD SE (Latvian registry code 40003242879), the Company has 2 shareholders who hold altogether 52 500 000 non par value shares / votes:

1.Polish register of securities (Krajowy Depozyt Papierów Wartościowych S.A. (Polish registry code PL-0000081582, hereinafter the “KDPW”)), which holds 44 174 250 non par value shares/votes on its nominee account for and on behalf of the actual shareholders of the Company. 
2.Patro Invest OÜ, Estonian registry code 14381342, which holds 8 325 750 non par value shares/votes.

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 8 325 750 (i.e. ca 15,86%) 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 22.11.2021 (which did not have a quorum pursuant to section 4.5 of the Company’s Statute), then the general meeting of 14.12.2021 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: 52 500 000
Total number of votes at the meeting: 8 325 750
In favour: 8 325 750 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 coordinator 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 annual general meeting of shareholders dated 22 November 2021 which are approved by the Supervisory Board of the Company, the agenda of the general meeting is the following:

1.Approving the annual report of the Company for the financial year 2020/2021.
1.Approving the annual report of the Company for the financial year 2020

1.1.To approve the annual report of the Company for the financial year 2020/2021.

1.2.Not to make distributions to the legal reserve or other reserves of the Company.

1.3.Not to distribute profit.

Voting results:

Number of shares: 52 500 000
Total number of votes at the meeting: 8 325 750
In favour: 8 325 750 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: 12.30.

The meeting was held in the Polish language. 

These minutes have been prepared in two bilingual copies (in the Estonian and English languages), one of which is retained by the Company, and one will be filed with the Commercial Register.