Fon SE — AGM Information 2024

Dec 10, 2024

FON SE Registry code 14617916 Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia

WRITTEN RESOLUTION OF THE SUPERVISORY BOARD

10 December 2024

The Supervisory Board of FON SE (hereinafter the "Company") consists of the following members:

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

who unanimously adopted the following resolution:

1. Determining agenda of Ordinary General Meeting of shareholders of the Company (to be held on 2 January 2025)

IT WAS DECIDED:

To approve the agenda of the Ordinary General Meeting of the shareholders as follows:

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 increase the share capital and the number of shares of the Company.
• 1.2. In connection therewith, to amend sections 2.1 and 2.4 of the articles of association of the Company and to approve it in the new wording as follows:

"2.1. The minimum amount of share capital of the Company is 6 475 000 (six million four hundred seventy-five thousand) euros and the maximum amount of share capital is 25 900 000 (twenty-five million nine hundred thousand) euros."

"2.4 The minimum number of the shares of the Company without nominal value is 64 750 000 (sixty-four million seven hundred fifty thousand) shares and the maximum number ofthe shares of the Company without nominal value is 259 000 000 (two hundred fifty-nine million) shares."

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

2. Approving the annual report of the Company for the financial year 2023/2024.

• 2.1. To approve the annual report of the Company for the financial year 2023/2024.
• 2.2. Not to distribute profit to the shareholders of the Company.
• 2.3. To distribute all of the profits from financial year 2023/2024 to the supplementary capital of the Company.

3. Increasing the share capital of the Company through bonus issue

• 3.1. To increase the share capital of the Company through bonus issue by issuing 62 160 000 new shares to the Shareholders of the Company, thus the number of shares of the Company increases from 2 590 000 to 64 750 000.
• 3.2. To increase the share capital of the Company through bonus issue at the expense of the premium in the amount of EUR 6 216 000 on the basis of the balance sheet as at

30.06.2024 provided in the 2023/2024 annual report. The record date of the bonus issue shall be 17.01.2025 at 17:00 CET.

• 3.3. By means of the bonus issue the share of the Shareholder in the share capital of the Company will increase in proportion to the share in the share capital as at the date of establishing the right to participate in the bonus issue. Therefore, as a result of the bonus issue every shareholder shall receive 24 shares for each 1 share owned by the shareholder of the Company.
• 3.4. The authorization and obligation of the management board of the Company to take all legal and factual actions related to the issue of bonus shares, including in particular:
• 3.4.1. authorize the management board to set a record day for obtaining the rights to receive new shares by Shareholders who hold the Company's shares listed on the Warsaw Stock Exchange.
• 3.4.2. authorize the management board to register the shares issued under the bonus issue with the National Depository for Securities (KDPW) and with the NASDAQ CSD (home deposit) kept for the benefitof the Company.
• 3.4.3. authorize the management board to perform allactions necessary to admit the shares issued under the bonus issue to trading on the regulated market and to dematerialize these shares.

This resolution has been adopted unanimously, signed by all members of the supervisory board and thus, this resolution is valid without prior notice and without the obligation to draw up a voting record (Commercial Code § 323 (6)).

Signatures:

___________________________________ Małgorzata Patrowicz

___________________________________ Martyna Patrowicz

___________________________________ Jacek Koralewski

___________________________________ Wojciech Wiesław Hetkowski