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Atlantis SE

Quarterly Report • Feb 21, 2025

5518_ir_2025-02-21_4e8b3651-753f-4400-8162-e6c072b75d0a.pdf

Quarterly Report

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FON SE

SHORTENED FINANCIAL STATEMENTS OF FON SE

FOR THE 6-MONTH PERIOD

ENDED ON 31 DECEMBER 2024

PREPARED IN COMPLIANCE WITH

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Tallinn, 21/02/2025

TABLE OF CONTENTS

I.GENERAL
INFORMATION
3
II.STATEMENT
OF
FINANCIAL
POSITION
4
III.
PROFIT
AND
LOSS
ACCOUNT
AND
STATEMENT
OF
COMPREHENSIVE
INCOME5
IV.
STATEMENT
OF
CHANGES
IN
EQUITY6
V.
STATEMENT
OF
CASH
FLOWS7
VI.
EXPLANATIONS
TO
THE
BALANCE
SHEET
AND
PROFIT
AND
LOSS
ACCOUNT8
VII.
REPORT
OF
THE
MANAGEMENT
BOARD
15
VIII.
STATEMENT
OF
THE
MANAGEMENT
BOARD24
IX.
SELECTED
FINANCIAL
DATA
25

I. GENERAL INFORMATION

Name of the Company: FON SE

Beginning of the financial year: 1.07.2024 End of financial year: 30.06.2025

Registry code: 14617916 LEI code: 259400WB3K1M8CZO6N24 Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145 Telephone: +48-796-118-929 E-mail address: [email protected] Website: www.fon-sa.pl

Principal business activity: As of 31/12/2024, the business registered in Estonia is "Activities of financial holding companies".

Members of the Supervisory Board:

  • Wojciech Hetkowski
  • Jacek Koralewski
  • Małgorzata Patrowicz
  • Martyna Patrowicz

Member of the Management Board:

Damian Patrowicz

The duration of the Company is indefinite.

The financial statements of FON SE for the period from 01/07/2024 to 31/12/2024 are prepared in accordance with the International Financial Reporting Standards, which have been approved bythe European Union and related interpretations announced in the form of regulations of the European Commission.

II. STATEMENT OF FINANCIAL POSITION (in thous. EUR)

STATEMENT
OF
FINANCIAL
POSITION		 As
of
31/12/2024
(in
thous.
EUR)
unaudited		 As
of
30/06/2024
(in
thous.
EUR)
audited
A
s
s
e
t
s
Fixed
assets		 8
560		 10
380
Long-term
financial
assets		 8
560		 10
380
Current
assets		 72 17
Short-term
receivables		 21 0
Short-term
financial
assets		 35 0
Cash
and
cash
equivalents		 16 11
Short-term
accruals		 0 6
T
o
t
a
l
a
s
s
e
t
s		 8
632		 10
397
L
i
a
b
i
l
it
i
e
s
Equity 5
944		 5
619
Share
capital		 259 259
Exchange
differences
due
to
conversion
into
EUR		 -820 -937
Supplementary
capital		 32
368		 32
368
Other
reserve
capitals		 0 0
Retained
earnings
/
Unsettled
financial
result		 -25
863		 -26
071
Long-term
liabilities		 0 0
Short-term
liabilities		 1
489		 3
528
Credits
and
loans		 1
487		 1
570
Trade
liabilities		 2 1
Other
liabilities		 0 1
950
Other
reserves		 0 7
Accruals 1
199		 1
250
Short-term
accruals		 120 119
Long-term
accruals		 1
079		 1
131
T
o
t
a
l
li
a
b
i
l
i
ti
e
s		 8
632		 10
397
Book
value		 5
944		 5
619
Number
of
shares
atthe
end
of
the
period		 2
590
000		 2
590
000
Book
value
per
share
(in
EURO)		 2,29 2,17

III. PROFIT AND LOSS ACCOUNT AND STATEMENT OF COMPREHENSIVE INCOME (in thous. EUR)

PROFIT
AND
LOSS
ACCOUNT		 01.07.2024-
31.12.2024
(in
thous.
EUR)
unaudited		 01.07.2023-
31.12.2023
(in
thous.
EUR)
unaudited
Net
interest
income		 305 228
Costs
of
products,
goods
and
materials
sold		 0 0
Gross
profit
on
sales		 305 228
General
and
administrative
expenses		 16 7
Other
operating
revenue		 0 0
Other
operating
costs		 0 0
Profit
(loss)
from
operating
activity		 289 221
Financial
revenue		 0 0
Financial
cost		 81 0
Profit
before
tax		 208 221
Net
income		 208 221
Number
of
shares
atthe
end
of
the
period		 2
590
000		 142
500
000
Profit
(loss)
per
ordinary
share
(in
EURO)		 0,08 0,002
STATEMENT
OF
COMPREHENSIVE
INCOME		 01.07.2024-
31.12.2024
(in
thous.
EUR)
unaudited		 01.07.2023-
31.12.2023
(in
thous.
EUR)
unaudited
Net
profit
for
the
period		 208 221
Other
comprehensive
income,
including:		 117 161
Components
that
can
be
transferred
at
a
later
time		 117 161
-
differences
from
conversion
to
EURO
–
will
not
be
reclassified
to
the
profit
and
loss
account		 117 161
Total
income
for
the
period		 325 382

IV. STATEMENT OF CHANGES IN EQUITY (in thous.EUR)

STATEMENT
OF
CHANGES
IN
EQUITY		 01.07.2024- 01.07.2023-
31.12.2024 31.12.2023
(in
thous.
EUR)		 (in
thous.
EUR)
unaudited unaudited
Equity
at
the
beginning
of
the
period		 5
619		 6
911
Share
capital
at
the
beginning
of
the
period		 259 188
Changes
of
share
capital		 0 14
062
a)
Increases
(due
to)		 0 14
062
-
emisja
bonusowa		 0 14
062
Share
capital
at
the
end
of
the
period		 259 14
250
Supplementary
capital
at
the
beginning
of
the
period		 32
368		 29
934
Changes
of
supplementary
capital		 0 -10
258
a)
decreases
(due
to)		 0 10
258
-
bonus
issue		 0 10
258
Supplementary
capital
at
the
end
of
the
period		 32
368		 19
676
Other
reserve
capital
at
the
beginning
of
the
period		 0 3
805
Changes
of
reserve
capital		 0 -3
805
a)
decreases
(due
to)		 0 3
805
-
bonus
issue		 0 3
805
Other
reserve
capital
at
the
end
of
the
period		 0 0
Retained
earnings
/
Unrealized
lossesfrom
previous
years
at
the
beginning
of
the
period		 -26
071		 -26
502
Changes
of
retained
earnings/unrealized
losses		 208 221
a)
Increase
(due
to)		 208 221
-
profit/loss
for
the
period		 208 221
Retained
earnings
/
Unrealized
lossesfrom
previous
years
at
the
end
of
the
period		 -25
863		 -26
281
Exchange
differences
at
the
beginning
of
the
period		 -937 -514
Changes
of
exchange
differences		 117 162
a)
increases		 117 162
Exchange
differences
at
the
end
of
the
period		 -820 -352
Equity
at
the
end
of
the
period		 5
944		 7
293

V. STATEMENT OF CASH FLOW (in thous. EUR)

01.07.2024-
31.12.2024		 01.07.2023-
31.12.2023
STATEMENT
OF
CASH
FLOW		 (in
thous.
EUR)		 (in
thous.
EUR)
unaudited unaudited
OPERATING
ACTIVTIES
Gross
profit		 208 221
Total
adjustments		 -87 -422
Loans
granted		 0 -660
Received
loans
repayments		 10 29
Interest
and
share
in
profits
(dividends)		 -40 211
(Profit)
loss
on
investing
activities		 0 0
Change
in
reserves		 -7 -5
Change
in
receivables
and
active
accruals		 -21 1
Change
in
liabilities		 -23 1
Change
in
the
status
of
passive
accruals		 -56 1
Other
adjustments		 50 0
I.
Net
cash
flows
from
operating
activities		 121 -201
FINANCING
ACTIVITIES
I.
Inflows		 186 0
Credits
and
loans		 186 0
II.
Outflows
due
to
financing
activities		 305 0
Repayments
of
credits
and
loans		 280 0
Interest 25 0
III.
Net
cash
flow
from
financing
activities		 -119 0
C.
Exchange
differences		 3 0
Total
net
cash
flows
(I+/-II+/-III)		 5 -201
Balance
sheet
change
in
cash		 5 -201
Cash
at
the
beginning
of
the
period		 11 201
Cash
at
the
end
of
the
period		 16 0

VI. EXPLANATIONS TO THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

SHORT-TERM FINANCIAL ASSETS

As atDecember 31, 2024, the Company has the following short-term loans granted:

SHORT-TERM LOANS
(thous. EUR)
as
of		 31/12/2024
Name
of
the
Headquart
entity
er		 The
loan		 amount
in
thousand		 The
outstanding
in		 loan
amount
to
be
repaid
thousand		 Interest Term
of
repayment		 Collateral
Amoun
t		 Currency Amoun
t		 Currency
Elkop
Nieruchomości
S.A.**		 Płock 6
104		 EUR 35* EUR WIB1M+1% 31.12.2034 blank
promissor
y
note
Total: 6
104		 EUR 35* EUR

*The amount of interest accrued, the capital part is shown in long-term financial assets ** On 21/06/2024 an organized part of the enterprise was transferred from ELKOP SE to ELKOP NIERUCHOMOŚCI S.A. As a result, all obligations of ELKOP SE towards FON SE were transferred to ELKOP NIERUCHOMOŚCI S.A.

SHORT-TERM LOANS
(thous.
PLN)
as		 of
31/12/2024
Name
of
the
entity		 Headquarter The
loan
amount
in
thousand		 The
loan
amount
outstanding
to
be
repaid
in
thousand		 Interest Term
of
repayment		 Collateral
Amount Currency Amount Currency
ELKOP
NIERUCHOM
OŚCI
S.A.**		 Płock 27
200		 PLN 149* PLN WIBOR1M+1% 31.12.2034 blank
promissory
note
Total: 27
200		 PLN 149* PLN
*The
amount		 of
interest		 accrued, the
capital		 part is
shown
in		 long-term financial
assets

** On 21/06/2024 an organized part of the enterprise was transferred from ELKOP SE to ELKOP NIERUCHOMOŚCI S.A. As a result, all obligations of ELKOP SE towards FON SE were transferred to ELKOP NIERUCHOMOŚCI S.A.

As of June 30, 2024, the Company had no short-term loans granted.

LONG-TERM FINANCIAL ASSETS

As atDecember 31, 2024 the Company has the following long-term loans granted:

LONG-TERM LOANS
(thous.
EUR)
as		 of
31/12/2024
Name
of
Headquarter
the
entity		 The
loan
amount
in
thousand		 The
loan
amount
outstanding
to
be
repaid
in
thousand		 Interest Term
of
repayment		 Collateral
Amount Currency Amount Currency
Elkop
Nieruchom
ości
S.A.*		 Płock 6
104		 EUR 6
057		 EUR WIBOR1M+1% 31.12.2034 blank
promissory
note
Elkop
Nieruchom
ości
S.A.		 Płock 2
503		 EUR 2
503		 EUR The
amount
of
interest
for
the
entire
period
in
accordance
with
the
agreement
amounted
to
PLN
5
410
thous.
(EUR
1258
thous.)
and
was
paid
on
the
day
the
loan
was
granted		 31.12.2034 blank
promissory
note
Total: 8
607		 EUR 8
560		 EUR

* On 21.06.2024, an organized part of the enterprise was transferred from ELKOP SE toELKOP NIERUCHOMOŚCI S.A. As a result, all obligations of ELKOP SE towards FON SE were transferred to ELKOP NIERUCHOMOŚCI S.A.

LONG-TERM
(thous.
PLN)		 LOANS
as
of
31/12/2024
Name
of
the
Headquarter
entity		 The
loan
amount
in
thousand		 The
loan
amount
outstanding
to
be
repaid
in
thousand		 Interest Term
of
repayment		 Collateral
Elkop Amount Currency Amount Currency
Nieruchomo
ści
S.A.*		 Płock 27
200		 PLN 25
893		 PLN WIBOR1M+1% 31.12.2034 blank
promissory
note
Elkop
Nieruchomo
ści
S.A.		 Płock 10
700		 PLN 10
700		 PLN The
amount
of
interest
for
the
entire
period
in
accordance
with
the
agreement
amounted
to
PLN
5
410
thous.
(EUR
1
258
thous.)
and
was
paid
on
the
day
the
loan
was
granted		 31.12.2034 blank
promissory
note
Total: 37
900		 PLN 36
593		 PLN

* On 21.06.2024, an organized part of the enterprise was transferred from ELKOP SE to ELKOP NIERUCHOMOŚCI S.A. As a result, all obligations of ELKOP SE towards FON SE were transferred to ELKOP NIERUCHOMOŚCI S.A.

As atJune 30, 2024, the Company has the following long-term loans granted:

LONG-TERM
INVESTMENTS
IN
CREDITS
AND
LOANS
(in
thous.
EUR)
as
of
30/06/2024
FOR
RELATED
ENTITIES
Name
of
the
Headquarter
entity		 The
loan
amount
in
thousand		 The
loan
amount
outstanding
to
be
repaid
in
thousand
Amount
Currency		 Interest Term
of
repayment		 Collateral
Elkop
Nieruchomośc
i
S.A.*		 Płock Amount
6
104		 Currency
EUR		 6
009		 EUR WIBOR1M+1% 31.12.2034 blank
promissory
note
Elkop
Nieruchomośc
i
S.A.*		 Płock 2
483		 EUR 2
483		 EUR The
amount
of
interest
for
the
entire
period
in
accordance
with
the
agreement
amounted
to
PLN
5
410
thous.
(EUR
1
258
thous.)
and
was
paid
on
the
day
the
loan
was
granted		 31.12.2034 blank
promissory
note
Patro
Invest
OÜ		 Tallin 548 EUR 1
888		 EUR 8% 31.12.2026 blank
promissory
note
Total: 9
135		 EUR 10
380		 EUR

*On 21.06.2024,an organized part of the enterprise wastransferred from ELKOP SE to ELKOP NIERUCHOMOŚCI S.A. As a result, all obligations of ELKOP SE towards FON SE were transferred to ELKOP NIERUCHOMOŚCI S.A.

LONG-TERM
FOR
RELATED		 INVESTMENTS
ENTITIES		 IN
CREDITS
(in		 AND
LOANS
thous.
PLN)
Name
of
the
entity		 Headquarter The
loan
Amount		 amount
in
thousand
Currency		 The
loan
outstanding
repaid
in
Amount		 amount
to
be
thousand
Currency		 Interest Term
of
repayment		 Collateral
Elkop
Nieruchomości
S.A.*		 Płock 27
200		 PLN 25
893		 PLN WIBOR1M+1% 31.12.2024 blank
promissory
note
Elkop
Nieruchomości
S.A.*		 Płock 10
700		 PLN 10
700		 PLN The
amount
of
interest
for
the
entire
period
in
accordance
with
the
agreement
amounted
to
PLN
5
410
thous.
(EUR
1258
thous.)
and
was
paid
on
the
day
the
loan
was
granted		 31.12.2024 blank
promissory
note
Patro
Invest
OÜ		 Tallin 2
380		 PLN 8
133		 PLN 8% 31.12.2026 blank
promissory
note
Total: 40
280		 PLN 44
726		 PLN blank
promissory
note

* On 21.06.2024,an organized part of the enterprise wastransferred from ELKOP SE to ELKOP NIERUCHOMOŚCI S.A. As a result, all obligations of ELKOP SE towards FON SE were transferred to ELKOP NIERUCHOMOŚCI S.A.

The Issuer did not grant any guarantees to any entities.

TRANSACTIONS WITH RELATED ENTITIES

First half of 2024

01.07.2024 – 31.12.2024:

THE
PARTIES
FOR
-
31/12/02024
EUR)
01/07/2024
D
NS
PERIO
(thous.
NSACTIO
RELATED
TRA		 revenue
Interest		 related
other
costs
for
and
financial
costs
entities
Interest		 granted
Loans		 repayments
Loans		 the
period
at
loans)
receivables
the
(including
of
end
Other		 other
liabilities
and
Loan
PATRO
INVEST
OÜ		 82 0 0 1
847		 0 0
ELKOP
NIERUCHOMOŚCI
S.A.*		 223 1 0 0 8
560		 149
ATLANTIS
SE		 0 9 0 0 0 1
338
Total
(in
thous.
EUR)		 305 10 0 1
847		 8
560		 1
487

Year 2023/2024:

THE
PARTIES
FOR
-
31/12/02023
EUR)
01/07/2023
D
NS
PERIO
(thous.
NSACTIO
RELATED
TRA		 revenue
Interest		 related
other
costs
for
and
financial
costs
entities
Interest		 granted
Loans		 repayments
Loans		 the
period
at
loans)
receivables
(including
the
of
end
Other		 other
liabilities
and
Loan
PATRO
INVEST
OÜ		 44 0 1
976		 160 1
888		 1
950
ATLANTIS
SE		 0 3 0 0 0 1
567
ELKOP
SE		 425 0 2
446		 0 8
492		 0
PATRO
AKTYWA
UÜ		 0 0 1 1 0 0
DAMAR
PATRO
UÜ		 6 0 126 126 0 0
Total
(in
thous.
EUR)		 475 3 4
549		 287 10
380		 3
517

Personal relationships between the Company's Management and Supervisory Bodies

Dominant entity: Patro Invest OÜ in Tallinn (directly), Mr. Damian Patrowicz (indirectly by Patro Invest OǕ).

Entities related by personal ties in the composition of a Supervisory Board and due to the dominant direct and indirect shareholder: INVESTMENT FRIENDS CAPITAL SE, Atlantis SE, Elkop Estonia SE, Investment Friends SE, Patro Invest Sp. z o.o. w likwidacji, Patro Invest OÜ, Damar Patro UÜ.

Management Board:

Damian Patrowicz – performs the function of the single Member of the Management Board of the Company and Patro Invest OÜ, is also Member of the Management Board in Patro Administracja Sp. z o.o., INVESTMENT FRIENDS CAPITAL SE, Atlantis SE, Elkop Estonia SE and performs function of the Member of the Supervisory Board in: Elkop Nieruchomości S.A., is a shareholder of Patro Invest OÜ. Damian Patrowicz is a General Partner in Damar Patro UÜ and shareholder of Patro Invest Sp. z o.o. in liquidation.

Supervisory Board:

  • Wojciech Hetkowski Chairman of the Supervisory Board performs a function of a Member of the Supervisory Board in: Atlantis SE, Elkop Estonia SE, Investment Friends SE, INVESTMENT FRIENDS CAPITAL SE.
  • Jacek Koralewski Member of the Supervisory Board performs a function of Chairman of the Management Board in: Elkop Nieruchomości S.A. and Member of the Supervisory Board in: Atlantis SE, Investment Friends SE, Investment Friends Capital SE and FON SE.
  • Małgorzata Patrowicz Secretary of the Supervisory Board acts as the Liquidator of Patro Invest Sp.z o.o in liquidation and aMember of the Management Board at Patro Administracja Sp. z o.o. in addition, she is a Member of the Supervisory Board of Atlantis SE, Elkop Estonia SE, Elkop Nieruchomości S.A., Investment Friends Capital SE, Investment Friends SE.
  • Martyna Patrowicz Supervisory Board Member performs as a Supervisory Board Member in: Atlantis SE, Elkop Estonia SE, Investment Friends Capital SE, Investment Friends SE, Elkop Nieruchomości S.A.

Patro Invest OÜ, i.e. the largestshareholder of FON SE, is also the dominant shareholder of Elkop Estonia SE, ATLANTIS SE, Investment Friends SE, Investment Friends CapitalSE and Patro Administracja Sp. z o.o. The general partner at Damar Patro UÜ is a member of the FON SE Management Board. Shareholder of Patro Invest Sp z o.o. in liquidation is an indirect shareholder of FON SE.

VII. REPORT OF THE MANAGEMENT BOARD

MAIN AREAS OF THE ACTIVITY, PRODUCTS AND SERVICES' GROUPS.

In the reporting period, the main activity of the Company was financial activity: providing the loans. The decisive role in the structure of the Company's revenues in the reporting period were revenues related to financial activities.

The Company, implementing its business profile in the field of granting loans concluded agreements with Estonian entities. Due to the nature of the business, there are no sources of goods and materials.

GENERAL (MACROECONOMIC) DEVELOPMENT OF THE ENVIRONMENT IN WHICH THE COMPANY IS OPERATED AND THE IMPACT OF THIS DEVELOPMENT ON ITS FINANCIAL EFFICIENCY.

The Company conducts financial activities, in particular, related to granting cash loansto natural persons and business entities, most often from the micro and small enterprises sector. The company sees the development potential in the provision of financial services to this type of entities and intends to consistently continue its activities in this segment.

INFORMATION WHETHER THE COMPANY'S OPERATING ACTIVITY IS BASED ON SEASONALITY OR IS IT CYCLICAL.

In the reporting period, the basic activity of the Company was financial service (loan), therefore there is no seasonality or cyclicality.

FINANCIAL INSTRUMENTS, POLICY AND RISK MANAGEMENT AND RISKS CONNECTED WITH THE CURRENCY EXCHANGE, INTEREST RATE AND COURSES OF SHARES, WHICH APPEARED IN THE FINANCIAL YEAR OR DURING THE PREPARATION OF THEREPORT.

The main typesof risk resulted from Company's financial instruments include: interest rate risk, liquidity risk, credit risk and risk related to the financial collateral. The Management Board is responsible for establishing risk management principles in the Company and for supervising its following. The Company's risk management rules aimed at identifying and analysing the risks to which the Company is exposed, determining appropriate limits and controls, and also monitoring risk and adjusting the level of limits matched to it.

THE MOST IMPORTANT INVESTMENTS MADE DURING THE FINANCIAL YEAR AND PLANNED FOR THE NEAREST FUTURE.

Due to the Company's basic activity in the field of financial services in the field of granting cash loans to business entities, the most important investments of the Company in the reporting period concerned granted loans. In the near future, the Company intends to continue its main lending activities, therefore the Management Board believes that future significant investments will also be implemented in this area.

SIGNIFICANT RESEARCH AND DEVELOPMENT PROJECTS AND RELATED TO THEM FINANCIAL EXPENDITURES IN THE FINANCIAL YEAR AND NEXT YEARS.

Due to the specifics of the Company's main activity i.e. financial services, the Company does not conduct research and development projects.

CAPITAL SHARE STRUCTURE INCLUDING THE SECURITIES THAT ARE NOT APPROVED TO TRADING ON THE REGULAR MARKET OF THE CONTRACTING COUNTRIES AND IF POSSIBLE, DATA OF VARIOUS CLASSES OF INSTRUMENTS, RIGHTS AND OBLIGATIONS CONNECTED WITH EVERY CLASS OF SECURITIES AND ITS PERCENTAGE SHARE IN SHARE CAPITAL OF THE COMPANY

From May 27, 1999 FON SE shares are listed on the Warsaw Stock Exchange. As of the balance sheet date, i.e. December 31, 2024, the Company's share capital amounted to EUR 259 thous. and consisted of 2 590 000 shares without par value with a book value of EUR 0,10. In turn,as of the date of publication of this report, i.e. February 21, 2025, the share capital amounts to EUR 6 475 thous. and consists of 64 750 000 shares without par value with a book value of EUR 0,10. As ofthe date of publication of the report, 2 590 000 shares are admitted to trading.

ANY RESTRICTIONS APPLIED BY THE COMPANY'S STATUE ON THE TRANSFERABILITY OF SECURITIES, ALSO INCLUDING LIMITATIONS ON THE OWNERSHIP OF SECURITIES OR THE NECESSITY OF OBTAINING THE COMPANY OR OTHER OWNERS OF THE SECURITIES CONSENT.

The Company's Articles of Association do not impose any restrictions on the transferability of securities limitation on the ownership of securities or the necessity to obtain the consent of the Company or other owners of securities.

SIGNIFICANT SHARE PACKAGES IN ACCORDANCE WITH THE PROVISIONS OF § 185 THE SECURITIES MARKET ACT

To the best knowledge of the Management Board, as at 21/02/2025 the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows:

No Direct
shareholder		 No.
of
shares		 %
shares		 Number
of
votes		 %
votes
1. Patro
Invest
OÜ		 22
879
925		 35,34% 22
879
925		 35,34%
X Totally 64
750
000		 100,00% 64
750
000		 100,00%

Direct shareholding structure as of 21/02/2025:

Indirect shareholding structure as of 21/02/2025:

No Indirect
shareholder		 No.
of
shares		 %
shares		 Number
of
votes		 %
votes
1. Patro
Invest
OÜ		 22
879
925		 35,34% 22
879
925		 35,34%
2. Damian
Patrowicz		 22
879
925		 35,34% 22
879
925		 35,34%

*Damian Patrowicz owns 100% of the shares of Patro Invest OÜ

To the bestknowledge of the Management Board, as at31/12/2024, the structure of shareholders directly and indirectly holding at least 5% of the total number of votes atthe General Meeting was as follows:

Direct shareholding structure as of 31/12/2024:

No Direct
shareholder		 No.
of
shares		 %
shares		 Number
of
votes		 %
votes
1. Patro
Invest
OÜ		 932
908		 36,02 932
908		 36,02
X Totally 2
590
000		 100% 2
590
000		 100%

Indirect shareholding structure as of 31/12/2024:

No Indirect
shareholder		 No.
of
shares		 %
shares		 Number
of
votes		 %
votes
1. Patro
Invest
OÜ		 932
908		 36,02 932
908		 36,02
2. Damian
Patrowicz		 932
908		 36,02 932
908		 36,02

*Damian Patrowicz owns 100% of the shares of Patro Invest OÜ

ALL LIMITATIONS AND AGREEMENTS RELATED TO THE RIGHT TO VOTE AND IF THE PREFERENCE SHARES GIVE THE RIGHT TO VOTE, INCLUDING RESTRICTIONS OF VOTING RIGHTSIN A CERTAIN SCOPE OF OWNERSHIP OR SPECIFIC NUMBER OF VOTES, CONDIDTIONS INDICATED TO EXERCISE OF VOTING RIGHTSOR A SYSTEM IN WHICH FINANCIAL RIGHTS CONNECTED WITH SECURITIES AND THEIR OWNERSHIP ARE SEPARAED WITH ANY AGREEMENT WITH THE COMPANY.

In accordance with the provisions of point 2.3 of the Company's Articles of Association, the Company holds one type of share.

PROVISIONS AND RULES OF ELECTION, APPOINTMENT, RESIGNATION AND DISMISSAL OF THE COMPANY'S MANAGEMENT BOARD MEMBERS ESTABLISHED BY LAW.

In accordance with the provisions of point 5.3. The Company's Articles of Association, members of the Company's Management Board are appointed and dismissed by the Supervisory Board, which also decides on the remuneration of members of the Management Board.

RESOLUTIONS AND RULS OF MAKING AN ALTERNATION IN THE ARTICLE OF ASSOCIATION SETTLED BY LAW.

In accordance with point 4.9.1 of the Company's Articles of Association, amendment of the Company's Articles is included in the General Meeting of Shareholders' competencies.

In accordance with point 4.5 Of the Articles of Association, the General Meeting is able to adopt valid resolutions, if at the General Meeting there is more than half of all votes represented in company shares, if the applicable legal acts do not provide for a higher majority of votes.

If an enough number of shareholders does not participate in General Meeting, in order to ensure a majority of votes, in accordance with point 4.5, the Management Board of the Company within three weeks, but not earlier than after seven days, convenes a new general meeting with the same agenda. In this way, the General Meeting is competent to adopt resolutions regardless of the number of votes represented. Resolutions of the general meeting are adopted, when more than ahalf ofall represented at the General Meeting votes are for the resolution, and if there is no other requirement arising from applicable legal acts.

AUTHORIZING MEMBERS OF THE MANAGEMENT BOARD OF THE COMPANY, INCLUDING AUTHORIZING TO ISSUING AND BUYING BACK SHARES.

During the reporting period the Management Board was not authorized to issue orrepurchase shares.

DESCRIPTION OF THEBASIC ECONOMIC AND FINANCIAL DATA REVEALED IN THE ANNUAL FINANCIAL STATEMENT AND DESCRIPTION OF THEFACTORS AND THE MOST IMPORTANT UNTYPICAL EVENTS HAVING SIGNIFICANT INFLUENCE ON THE ACTIVITY OF THE COMPANY AND ACHIEVED PROFITS OR LOSSES IN THE FINANCIAL YEAR.

The Company in the reporting period recorded:

  • Interest income in the amount 305 thous. EUR.
  • Gross profit in amount of 305 thous. EUR.
  • Profit from operating activity in the amount 289 thous. EUR.
  • Net profit in the amount 208 thous. EUR.
  • Financial costs in the amount of 81 thous. EUR.
  • General administrative costs in the reporting period in the amount of 16 thous. EUR.

In the reporting period, the Company obtained income mainly from interest on loan activities.

INDICATION OF PENDING PROCEEDINGS IN THE COURT, COMPETENT AUTHORITY FOR ARBITRATION PROCEEDINGS OR PUBLIC ADMINISTRATION AUTHORITY

In the reporting period, the Company has not initiated and has not become a party of any new, important judicial or administrative proceedings.

INFORMATION ON TRANSACTIONS CONCLUDED BY THE COMPANY OR A SUBSIDIARY OF THE COMPANY WITH RELATED ENTITIES OTHER THAN MARKET CONDITIONS, WITH THEIR AMOUNTS AND INFORMATION DEFINING THE NATURE OF THESE TRANSACTIONS.

In the period covered bythis report, the Company did not conclude any significant transactions with related entities on terms other than market terms. Transactions significant in the opinion of the Management Board, including with related entities, are described in point VI of this Financial Statement.

INFORMATION ON CREDIT AND LOAN AGREEMENTS CONCLUDED AND TERMINATED IN A GIVEN FINANCIAL YEAR, INDICATING AT LEAST THEIR AMOUNT AND INTEREST RATE, CURRENCY AND MATURITY DATE.

The Company has two liabilities as of the balance sheet date:

A) From ATLANTIS SE - loan agreement dated 13/06/2024 for the amount of EUR 1 567 thous. with an interest rate of 4.00% until 29/09/2025. As of the balance sheet date, the amount of the liability together with interest is EUR 1 338 thous.

B) From Elkop Nieruchomości S.A. - loan agreement dated 28/10/2024 for the amount of PLN 800 thous. with an interest rate of WIB1M + 1.00% until 30/03/2025. As of the balance sheet date, the amount of the liability together with interest is EUR 149 thous.

ASSESSMENT AND ITS JUSTIFICATION, REGARDING MANAGEMENT OF FUNDS, SPECIFYING ABILITY TO DISCHARGE FROM TAKEN OBLIGATIONS, AND INDICATION OF POSSIBLE THREATS AND ACTIONS WHICH THE COMPANY UNDERTOOK OR INTENDS TO UNDERTAKE IN ORDER TO PREVENT THOSE THREATS.

In the reporting period for the year from 01/07/2024 until 31/12/2024 there were no events significant in the opinion of the Management Board that could significantly affect the assessment and change of the Company's financial assets and the ability to meet the Company's obligations.

ASSESSMENT OF POSSIBILITY OF REALIZATION OF INVESTMENT INTENTIONS, INCLUDING CAPITAL INVESTMENTS, IN COMPARISON WITH OWNED INSTRUMENTS TAKING INTO ACCOUNT POSSIBLE CHANGES IN THE STRUCTURE OF FINANCING OF THIS ACTIVITY.

The Company mainly conducts service activities, granting non-consumer cash loans to business entities. The current lending activity is financed from the Company's own funds. The Company intends to carry out further activities in the area of granting loans and possible investments mainly from its own funds.

ASSESSMENT OF FACTORS AND ATYPICAL EVENTS HAVING INFLUENCE ON RESULT FROM OPERATING FOR THE FINANCIAL YEAR, SPECIFYING LEVEL OF INFLUENCE OF THESE FACTORS OR ATYPICAL EVENTS ON OBTAINED RESULT.

In accordance with the assessment and the best knowledge of the Management Board, in the reporting period from 01/07/2024 to 31/12/2024 there were no unusual factors and events that could have a significant impact on the assessment and financial position of the Company and the ability to meet its obligations .

CHARACTERISTIC OF EXTERNAL AND INTERNAL FACTORS SIGNIFICANT FOR DEVELOPMENT OF THE ENTERPRISE OF THE COMPANY AND DESCRIPTION OF PERSPECTIVES FOR DEVELOPMENT OF THE COMPANY'S ACTIVITY, AT LEAST TO THE END OF THE FINANCIAL YEAR FOLLOWING THE YEAR COVERED BY THE FINANCIAL STATEMENTS INCLUDED IN THE ANNUAL REPORT, SPECIFYING ELEMENTS OF MARKET STRATEGY WORKED OUT BY THE COMPANY.

Taking into account the Company's leading activity, including financial service activities in the field of granting non-consumer cash loans in the Company's opinion, significant influence on development and results, currently have and will have the following internal and external factors:

  • general market prosperity on lending market and level of interest rates,

  • proper realization by the Borrowers of their obligations resulting from concluded loan agreements, as well as course of execution process and vindication of loans terminated, if such agreements occurs,

  • efficiency of procedures and administrative and legal proceedings in which a possible participant or a part can be the Company,

  • opportunity to gain possible borrowers,- market prosperity on capital markets,

  • economic situation and investing circumstances in Poland, Estonia and the region,

  • access to external financing sources,

  • cooperation with other financial entities,

In the next financial year, the Management Board intends to continue and develop the Company activity in the field of financial service activity, focusing mainly on granting cash loans for the business entities.

ANY AGREEMENTS BETWEEN THE COMPANY AND ITS MANAGEMENT BOARD WHICH PROVIDE COMPENSATIONS IN THE CASE OF RESIGNATION OR THEIR EXPELLING FROM HELD FUNCTION WITHOUT AN IMPORTANT REASON OR IF THEIR DISMISSAL OR EXPELLING HAPPEN DUE TO MERGER OF TAKOVER OF THE COMPANY.

The Company has not concluded any agreements with the managing staff.

INFORMATION ON AN AVERAGE EMPLOYMENT.

In the reporting period, the Company did not employ any people.

INDICATION OF TOTAL NUMBER AND NOMINAL VALUE OF ALL SHARES (STOCKS) OF THE COMPANY AND SHARES IN RELATED ENTITIES OF THE COMPANY OWNED BY THE MANAGING AND SUPERVISING PERSONS OF THE COMPANY.

Members of the Management Board

As of the balance sheet date, i.e. 31/12/2024, Member of the Management Board Mr. Damian Patrowicz indirectly held shares in the Company. To the bestknowledge of the Management Board, Mr. Damian Patrowicz indirectly held, through his subsidiary Patro Invest OÜ, 932 908 shares in FON SE, constituting 36,02% of the share capital of the Company and entitling to 932 908 votes constituting 36,02% of votes at the General Meeting of the Company. As of the date of publication of this report, Member of the Management Board Mr. Damian Patrowicz also indirectly held shares in the Company. To the bestknowledge of the Management Board, Mr. Damian Patrowicz held indirectly, through his subsidiary Patro Invest OÜ, 22 879 925 shares in FON SE, representing 35,34% of the

Company's share capital and entitling to 22 879 925 votes, representing 35,34% of votes atthe General Meeting of the Company as atthe date of publication of this report, i.e. 21/02/2025.

Member of the Supervisory Boards

According to the knowledge of the Management Board of FON SE, Members of the Supervisory Board as atthe balance date and as atthe date of publication of the periodical report do not own directly and indirectly shares of the Company.

INFORMATION ON FINANCIAL INSTRUMENTS IN TERMS OF:

1) risks: prices' change, credit, significant interruptions of cash flows and loosing of financial liquidity, to which the entity is exposed

2) applied by the entity goals and methods of financial risk management, along with securing methods of significant kinds of planned transactions for which hedging accountancy is applied.

The Company has no formalized system of financial risk managements. Decisions on application of securing instruments for planned transactions are made on the basis of current analyse of the Company's situation and its environment.

INFORMATION ON THE CONTRACT AND THE ENTITY AUTHORIZED TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS..

The financial statements for the period from 01/07/2023 to 30/06/2024 were audited by KPMG BALTICS OÜ with its registered office at Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 4, 10151, company registration number: 10096082.

OTHER INFORMATION WHICH IN THE VIEW OF THE COMPANY ARE SIGNIFICANT FOR ASSESSMENT OF THE FINANCIAL, PERSONNEL, MATERIAL SITUATION, FINANCIAL RESULT AND CHANGES OF THEM AND INFORMATION WHICH ARE IMPORTANT FOR ASSESSING THE POSSIBILITY TO REALIZATION THE LIABILITIES BY THE COMPANY.

In the reporting period, except those indicated in the report, there have not occurred any other events, which could significantly influence on an assessment and change of the material and financial situation of the Company and its possibility to fulfil its liabilities to the bestknowledge of the Management Board. The Company maintain business concept involving cost optimization, including minimization of personnelsourced through outsourcing majority of the Company's areas.Loans granted have a significant impact on the Company's results.

As the subject of the company's activity is financial activity, including lending activity, the correct and timely fulfilment of the Borrowers' obligations towards the Company, resulting from the concluded loan agreements,also has a significant impact on the Company's liquidity.

INDICATION OF FACTORS WHICH ON THE VIEW OF THE COMPANY WILL HAVE INFLUENCE ON ACHIEVED RESULTS IN THE PERSPECTIVE OF AT LEAST THE NEXT QUARTER.

To the knowledge of the Management Board, significant external and internal factors, which have indirect or direct influence on the development of FON SE are as follows:

a) situation on the financial market, on loan market and interest rates, which will have influence on realization the basic business profile of the Company – granting loans.

b) Proper fulfilling the conditions of the agreements within due time of liabilities repayment to the Company, and possible foreclosures and debt collection of (if any) undischarged loans

c) Business cycle on capital markets having influence on financial instruments owned by the Company, its valuation and liquidity of owned securities

List of the most important events in the reporting period.

Information on convening the Annual General Meeting of Shareholders of FON SE.

On 9/11/2024, the Management Board of FON SE convened the Annual General Meeting of Shareholders on 2/12/2024 regarding the approval of the financial statements for the period 2023/2024 and the issue of 62 160 000 shares as bonus issue.

On 2/12/2024, due to the lack of quorum, this AnnualGeneral Meeting of Shareholders did not take place and the Management Board convened another one on 10/12/2024 on the term: 2/01/2025.

List of the most important events in the reporting period.

Publication of the minutes of the Annual General Meeting of Shareholders of 2 January 2025 and registration of amendments to the Company's Articles of Association.

On 2/01/2025 the Company published the minutes of the Annual General Meeting of Shareholders of 2/01/2025 during which the financial statements for the period 2023/2024 were approved and a decision was made to issue 62 160 000 shares as a bonus issue. This bonus issue was registered by the Estonian court register on 20/01/2025.

Selected indicators of FON SE:

RATIO 31/12/2024 30/06/2024
(unaudited) (audited)
in
thous.
EUR		 in
thous.
EUR
EBITDA 289 437
ROA 2,41
%		 4,15
%
ROE 3,50
%		 7,67
%

EBITDA - profit before interest, taxes, amortization of intangible assets (EBIT + depreciation),

ROA - return on assets, is the ratio of the company's net profit to the value of its assets (net profit / asset value * 100),

ROE - return on equity, is the ratio of the company's net profit to its equity (net profit / equity * 100),

VIII. STATEMENT OF THE MANAGEMENT BOARD

The Management Board of FON SE declares that, to the best of its knowledge, these financial statements and comparable data have been prepared in accordance with the financial reporting principles applicable to the Issuer and that they reflect truthfully, fairly and clearly the property and financial situation of the Issuer and its financial result.

The Management Board's report on the activities of FON SE provides a true picture of the development, achievements and situation of the Company, including a description of the main threats and risks.

These financial statements have been prepared with the application of the accounting principles in accordance with the International Financial Reporting Standards. This report covers the period from July 1, 2024 to December 31, 2024, ie the first half of the 2024/2025 financial year and the comparative period from July 1, 2023 to December 31, 2023, ie the first half of the 2023/2024 financial year.

IX. SELECTED FINANCIAL DATA

In
thous.
EURO		 6
months
ended
31/12/2024
(unaudited)		 6
months
ended
31/12/2023
(unaudited)
Net
interest
income		 305 228
Profit
from
operating
activitiy		 289 221
Profit
before
tax		 208 221
Net
cash
flow
from
operating
activities		 121 -201
Net
cash
flow
from
investing
activities		 0 0
Net
cash
flows
from
financing
activities		 -119 0
Change
in
cash
and
cash
equivalents		 5 -201
Total
assets*		 8
632		 10
397
Short-term
liabilities*		 1
489		 3
528
Share
capital*		 259 259
Number
of
shares
at
the
end
of
the
period
(in
pcs.)		 2
590
000		 1
875
000
Book
value
per
one
ordinary
share
(in
EURO)		 2,29 3,89

*For balance sheet items marked with an asterisk, the data presented in the second column covers the status as at June 30, 2024.

Tallinn, 21/02/2025

Signature of Management Board

Damian Patrowicz Member of the Management Board

First name and last name Function

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