Fon SE — AGM Information 2022

May 2, 2022

NOTICE OF CONVENING EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FON SE

Published on 2 May 2022

The Management Board of FON SE, Estonian registry code 14617916, seat Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia (hereinafter Company) convenes an extraordinary general meeting of shareholders, which is held on 24 May 2022, starting at 12.00 CET in Płock, ul. Padlewskiego 18C, 09-402, Poland.

The agenda of the extraordinary general meeting of shareholders is the following:

• 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. Reduction of the number of shares of the Company without nominal value;
• 1. Share capital reduction.

The Supervisory Board of the Company has approved the agenda of the extraordinary general meeting presented by the Management Board, and makes the following proposals to the extraordinary general meeting of shareholders of the Company:

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. The Shareholders shall amend and approve the new Articles of Association in order to decrease the share capital and the number of shares of the Company.
• 1.2. In connection therewith, to amend subsection 2.1 and 2.4 of the articles of association of the Company in the new wording as follows:

" 2.1. The minimum amount of share capitalof the Company is187 500 (one hundred eighty-seven thousand five hundred) euros and the maximum amount of share capital is 750 000 (seven hundred fifty thousand) euros."

"2.4 The minimum number of the shares of the Company without nominal value is 1 875 000 (one million eight hundred seventy-five thousand) shares and the maximum number ofthe shares of the Company without nominal value is7 500 000 (seven million five hundred thousand) shares."

1.3. To approve the new version of the Company's articles of association with the above amendments.

2. Reduction of the number ofshares of the Company without nominal value

2.1. In order to make a positive impacton the valuation of shares, stabilize the price, improve the liquidity of trading and in order to avoid the possible qualification of the Company's shares to the segment of the list of alerts of the Warsaw Stock Exchange, the Chair of the meeting proposed to vote in favour of the resolution to reduce the number of shares of the Company without nominal value and to amend the articles of association of the Company as follows:

to reduce the number ofshares of the Company without nominal value from 52 500 000 shares to 1 875 000 shares without altering the share capital of the Company, by replacing proportionally 52 500 000 shares without nominal value with a book value of0.55 euros per share with 1 875 000 new shares withoutnominal value with a book value of 15.40 euros per share.

• 2.2. 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 notmentioned in these resolutions, which directly or indirectly led to fulfilling provisions of these resolutions. In particular, the Management Board is authorized and obliged to carry out the reduction of the number ofshares of the Company without nominal value as follows: twenty-eight (28) Company's shares without nominal value with a book value of EUR 0.55 pershare will be replaced by one share without nominal value with a book value of EUR 15.40 per share.
• 2.3. The Management Board is authorised to indicate the date ("Reference Date")on which, according to the number ofshares held on each shareholder's securities account, the new number of shares with a book value of EUR 15.40 euros per share will be set out.
• 2.4. 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 Tornimäe tn 5, 10145 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 ofEUR 15.40. 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 ofshares of the Company, each Shareholder having shortages on the Reference Date (it means a shareholder holding from 1 to 27 shares with a book value of EUR 0.55), will become entitled to receive one (1) share with a book value of EUR 15.40 instead ofshares resulting in shortage. At the same time, the rights ofPatro Invest OÜ to receive shares with a new book value of EUR 15.40 instead of held shares with a book value of EUR 0.55 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 taxableamount. 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 cannot be completed.
• 2.5. 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 28 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 23 May 2022. 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.
• 2.6. The Management Board of the Company isauthorised 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.
• 2.7. 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.
• 2.8. Sections 2.1 and 2.2 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 underthe adopted resolutions provided in sections 2.1 and 2.2 of these resolutions above, have been made in

the Estonian Commercial Register. The other part of these resolutions enters into force at the moment of their adoption.

3. Share capital reduction

• 3.1. The purpose of reducing the share capital is to reduce the book value of the Company's shares, which in the case of plans to attract new investors may facilitate the acquisition of capital by the Company by issuing new shares. The Chair of the meeting proposed to vote in favour ofthe resolution to reduce the share capital of the Company by reducing the book value of the shares from EUR 15.40 to EUR 0.10 in accordance with the following rules:
  • 3.1.1. The share capital of the Company will be reduced by EUR 28 687 500, from EUR 28 875 000 to 187 500 euros.
  • 3.1.2. The share capital shall be reduced by reducing the book value ofall the shares of the Company from EUR 15.40 euros to EUR 0.10. The number of shares of the Company without nominal value will not be changed and shares of the Company shall not be cancelled.
  • 3.1.3. Following the reduction of share capital, the Company shall have a share capital of EUR 187 500 consisting of 1 875 000 shares with a book value of EUR 0.10 per share.
  • 3.1.4. No payments will be made to the shareholders as a result ofthe reduction of the share capital. All the funds released as a result of the reduction of the share capital will be allocated to the supplementary capital of the Company.
• 3.2. 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 share capital of the Company resulting from the content of these resolutions, including in particular the extraordinary general meeting decides to:
  • 3.2.1.authorize and oblige the Company's Management Board to carry out the registration procedure to reduce the book value of shares and the share capital of the Company in the Estonian Commercial Register;
  • 3.2.2.authorize and oblige the Management Board of the Company to register a decrease in share capital and the book value in the NationalDepository of Securities and in the parent deposit of NASDAQ CSD kept for the Company;
  • 3.2.3.authorize and oblige the Company's Management Board to carry out the operation of reducing the book value ofthe Company participating in trading on the Warsaw Stock Exchange; and
  • 3.2.4.authorize the Management Board to indicate the date on which, according to the number ofshares held on each shareholder's securities account, the new a book value of the shares of the Company will be set out.
• 3.3. Section 3.1 of these resolutions shall enter into force on the moment the entries pertaining to the share capital reduction and new book value of shares of the Company without nominal value, filed under the adopted resolutions provided in sections 3.1 of these resolutions above, have been made in the Estonian Commercial Register. The other part of these resolutions enters into force at the moment of their adoption.

ORGANISATIONAL ISSUES

After the items on the agenda of the extraordinary general meeting, including additional issues, have been discussed, the shareholders can ask forinformation from the Management Board about the activity of the Company.

The list of shareholders entitled to participate in the extraordinary general meeting will be determined as at seven days before holding the extraordinary general meeting, i.e. as at 17 May 2022 at the end of the working day of the Nasdaq CSD Estonian Settlement System.

The registration of the participants of the extraordinary general meeting starts on the day of the meeting, i.e. on 24 May 2022 at 11:30 CET/EET.For registration you are kindly requested to submit the following documents:

a shareholder that is a natural person – personal identification document; a representative of a shareholder that is a natural person – personal identification document and a written letter of authorisation; a legal representative of a shareholder that is a legal person – an extract of the relevant (commercial) register in which the legal person is registered, and the personal identification document of the representative; a transactional representative of a shareholder that is a legalperson is also required to submit a written authorisation issued by the legal representative of the legal person in addition to the above listed documents.

We kindly ask the documents of a legal person registered in a foreign country to be legalised or having an apostille attached to the documents beforehand, unless specified otherwise in an international agreement. FON SE may register a shareholder that is a legal person from a foreign country to the extraordinary general meeting also in case all required information on the legal person and its representative are included in a notarised letter of authorisation issued in the foreign country and the respective letter of authorisation is accepted in Estonia.

We ask you to present a passport or an ID-card asa personal identification document.

A shareholder may inform of the appointment of a representative or withdrawal of an authorisation given to a representative before the extraordinary general meeting by e-mail on biuro@fon-sa.pl or by submitting the mentioned document(s) on business days from 09:00 to 17:00 no later than by 23 May 2022 to Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia, prepared on the respective forms published on the homepage of FON SE at http://www.fon-sa.pl. You can find information about appointment of a representative or withdrawal of an authorisation on the same homepage.

The draft of the new version of the articles of association, the draft resolutions, and any other documents of the extraordinary general meeting are available for reviewing as of 4 May 2022 on the website of the Company at http://www.fon-sa.pl and on workdays between 09:00 to 17:00 at Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia. Questions regarding any item on the agenda of the extraordinary general meeting may be addressed to the Company by e-mail at biuro@fon-sa.pl, or by telephone +48-796-118-929. The questions, responses and the minutes of the extraordinary general meeting shall be published on the website of the Company at http://www.fon-sa.pl.

The shareholders, whose shares represent at least 1/20 th of the share capital may request that additional issues be included in the agenda of the extraordinary general meeting, provided that the relevant request is submitted in writing at least 15 days prior to the date of the extraordinary general meeting, at the latest by 9 May 2022. The shareholders, whose shares represent at least 1/20 th of the share capital may submit to the Company a written draft of the resolution in respect to each item on the agenda of the extraordinary general meeting, at the latest 3 days prior to the date of the extraordinary general meeting by 20 May 2022. More detailed information available on § 287 of the Estonian Commercial Code (right of shareholder to information), §293 (2) (right to demand the inclusion of additional issues in the agenda) and §293¹ (3) (obligation to submit simultaneously with the request on the modification of the agenda a draft of the resolution or substantiation) and §293¹ (4) (right to submit a draft of the resolution in respect to each item on the agenda) about the rules and term of exercising these rights have been published on the homepage of FON SE at http://www.fon-sa.pl. The submitted proposals regarding additional items on the agenda, the reasoning for including any items on agenda, and draft resolutions shall be published after their receipt on the website of the Company at http://www.fon-sa.pl. The drafts and statements of reason thereof are available for reviewing also at the offices of the Company on workdays between 09:00 to 17:00 at Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia.

Damian Patrowicz Member of the management board of FON SE