Fon SE — AGM Information 2019

Apr 8, 2019

DRAFT RESOLUTIONS OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FON SE WHICH WILL BE HELD ON 29 APRIL 2019

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

• 1.1. To reduce the number of shares of the Company without nominal value from 70.000.000 shares to 8.750.000 shares without altering the share capital of the Company, by replacing proportionally 70.000.000 shares without nominal value with a book value of EUR 0,11 per share with 8.750.000 new shares without nominal value with a book value of EUR 0,88 per share.
• 1.2. In connection therewith to amend subsection 2.4 of the articles of association of the Company and to approve it in the new wording as follows: "2.4. The minimum number of the shares of the Company without nominal value is 8.750.000 (eight million seven hundred and fifty thousand) shares and the maximum number of the shares of the Company without nominal value is 35.000.000 (thirty-five million) shares."
• 1.3. To approve the new version of the Company's articles of association, with the above amendment.
• 1.4. 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 reduction of the number of shares of the Company without nominal value as follows: eight (8) Company's shares without nominal value with a book value of EUR 0,11 per share will be replaced by one (1) share without nominal value with a book value of EUR 0,88 per share.
• 1.5. 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 0,88 per share will be set out.
• 1.6. 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 Narva mnt 5, 10117 Tallinn, 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 0,88. 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 7 shares with a book value of EUR 0,11), will become entitled to receive one (1) share with a book value of EUR 0,88 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 0,88 instead of held shares with a book value of EUR 0,11 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 (according to article 63 § 1 of the Tax Order of Poland)]. 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 could not be completed.
• 1.7. 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 8 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 29 May 2019. 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.

• 1.8. 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 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.
• 1.9. 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.
• 1.10. Sections 1.1 1.3 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 1.1 – 1.3 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.

2. Approval of the audit firm for the performance of the audit of the Company financial statements for the year 2018, 2019 and for the evaluation of the Company's annual reports for the year 2018, 2019.

• 2.1. To elect ………………………, company code ……………, as the audit company which shall perform the Company's financial statements audit for the year 2018, 2019 and shall evaluate Company's annual reports for the year 2018, 2019.
• 2.2. Determinate that the Company shall pay for the audit of Company's financial statements of year 2018 and for the evaluation of Company's annual report services EUR ……… (………………………), excluding VAT.
• 2.3. Determinate that the Company shall pay for the audit of Company's financial statements of year 2019 and for the evaluation of Company's annual report services EUR ………(………………………), excluding VAT.
• 2.4. Authorize the Company's Management Board member …………… to conclude and sign the agreement for the audit services with …………………… and on his own discretion settle the other conditions of audit services agreement also conclude and sign other related documents and perform other actions in order to fulfill duly audit.

3. Adoption of a resolution regarding the change in the financial year and related changes in the Company Statute.