Börsiteade

Pealkiri

Results of the EGM of FON SE of 14/05/2021

Teade

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

Time of the meeting: 14 May 2021, starting at 12.00 (CET). 

Pursuant to the printout from the central database of the registration department of the Tartu County Court dated 14 May 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 30.11.2018 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 general meeting has been established as at 23:59 of 7.05.2021 (the date of fixing the list). According to the share ledger of the Company as at 23:59 of 7.05.2021, 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 shows 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 10.03.2021 (which did not have a quorum pursuant to section 4.5 of the Company’s Statute), then the general meeting of 14.05.2021 is competent to adopt resolutions regardless of the votes represented at the meeting.


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 Małgorzata Patrowicz (Estonian personal identification code 47003100017) 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 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

1.Increase of the number of shares of the Company without nominal value and amendment of the articles of association of the Company


III.VOTING AND RESOLUTIONS

1.Increase of the number of shares of the Company without nominal value and amendment of the articles of association of the Company

The Chair of the meeting proposed to vote in favour of the proposals to reduce the number of shares of the Company without nominal value and to amend the articles of association of the Company as follows:


(i)to increase the number of shares of the Company without nominal value from 52 500 000 shares to 262 500 000 shares without altering the share capital of the Company, by replacing proportionally 52 500 000 shares without nominal value with a book value of 0,55 euros per share with 262 500 000 new shares without nominal value with a book value of 0,11 euros per share.

(ii)In connection therewith, to amend subsection 2.4 of the articles of association of the Company in the new wording as follows:

“2.4 The minimum number of the shares of the Company without nominal value is 262,500,000 (two hundred and sixty-two million five hundred thousand) shares and the maximum number of the shares of the Company without nominal value is 1 050 000 000 (one billion fifty million.”

(iii)To approve the new version of the Company’s articles of association, with the above amendment.

(iv)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 authorised and obliged to carry out the increase of the number of shares of the Company without nominal value as follows: one (1) Company’s shares without nominal value with a book value of EUR 0,55 per share will be replaced by five (5) share without nominal value with a book value of EUR 0,11 per share.

(v)Therefore, the Company's share capital will not change and will continue to amount to EUR 28 875 000 (twenty eight million eight hundred seventy five thousand euros) and will be divided into 262.500.000 (two hundred and sixty-two million five hundred thousand) shares with a book value of EUR 0,11/each.

(vi)The purpose of reducing the book value of the shares of the Company and proportionally increasing their number is to improve the liquidity of the Company's shares listed on the Warsaw Stock Exchange.

(vii)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.

(viii)The Management Board authorizes and undertakes to decide on the registration in the Estonian Commercial Register of this split in the ratio of 1:5 depending on the market price of FON SE shares on the Warsaw Stock Exchange. When the price per share of the FON SE Company remains below PLN 0,50/share split will not be submitted by the Management Board for registration due to the high risk of qualifying the Company to the list of alerts referred to in the Resolution of the Stock Exchange Management Board of October 10, 2019 No. 1069/2019 § 1 point 1, where it is mentioned that the shares of issuers are qualified to the segment of the list of alerts, when the average share price of a given issuer is lower than PLN 0,10.

(ix)Sections (i) – (vi) 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 (i) – (vi) of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enter into force at the moment of their adoption.


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: 13:00.

The meeting was held in the Polish language.