Fon SE — AGM Information 2021

Mar 31, 2021

DRAFT RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FON SE WHICH WILL BE HELD ON 14 MAY 2021

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 reduction of the book value (Est. arvestuslik väärtus) of the shares of the Company, to amend section 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 ofthe shares of the Company without nominal value is 262 500 000 (two hundred sixty two million five hundred thousand) shares and the maximum number ofthe shares of the Company without nominal value is 1 050 000 000 (one billion fifty million) shares."

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

2. Reduction of the book value of the shares of the Company without altering the share capital of the Company

• 2.1. To reduce the book value (Est. arvestuslik väärtus) of all shares of the Company five (5) times without altering the share capital of the Company, from EUR 0,55/per share to EUR 0,11/per share, whereby the number of shares of the Company shall increase simultaneously and proportionally five (5) times from the existing 52,500,000 (fifty-two million five hundred thousand) shares to 262,500,000 (two hundred sixty two million five hundred thousand) shares (Split of shares).
• 2.2. As a result of the split of shares, the existing shareholders of the Company shall receive, for each 1 (one) current Company's share with a book value of EUR 0,55, 5 (five) shares with a book value of EUR 0,11/each.
• 2.3. Therefore, the Company's share capital will not change and will continue to amount to EUR 28,875,000 (twenty-eight million eight hundred and seventy-five thousand) and will be divided into 262,500,000 (two hundred sixty two million five hundred thousand) shares with a book value of EUR 0,11/each.
• 2.4. 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.2.5. To authorize and oblige the Company's Management Board to take all legal and factual actions related to the change in the book value and number ofthe Company's shares and the amendment to the Company's articles of association resulting from the content of these resolutions, including in particular the extraordinary general meeting decides to:
  • 2.5.1.authorize and oblige the Company's Management Board to carry out the registration procedure to reduce the book value of shares while increasing their number in the Estonian Commercial Register;
  • 2.5.2.authorize and oblige the Management Board of the Company to register a decrease in the book value and increase in the number ofthe Company's shares in the National Depository of Securities and in the parent deposit of NASDAQ CSD kept for the Company; and
• 2.5.3.authorize and oblige the Company's Management Board to carry out the operation of reducing the book value and increasing the number of shares of the Company participating in trading on the Warsaw Stock Exchange.
• 2.6. Sections 1 and 2.1-2.4 of these resolutions shall enter into force on the moment the new version of the articles of association adopted under these resolutions is entered into the Estonian Commercial Register. The otherparts of these resolutions enter into force at the moment of their adoption.