Fon SE — Annual Report 2023

Sep 28, 2023

Raport 1 FON SE ANNUAL REPORT FOR THE PERIOD SINCE 01 JULY 2022 TILL 30 JUNE 2023 AND FOR THE YEAR ENDED ON 30 JUNE 2023 PREPARED IN COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS Tallinn, 28/09/2023 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 2 FON SE GENERAL INFORMATION Business name: FON SE Registry code: 14617916 LEI code: 259400WB3K1M8CZO6N24 Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145 Telephone: +48-796-118-929 E-mail address: biuro@fon-sa.pl Website: www.fon-sa.pl Reporting period: 01/07/2022 - 30/06/2023 Auditor: Number RT OÜ, Eve Leppik, Nr: 230 Members of the Supervisory Board:  Wojciech Hetkowski  Jacek Koralewski  Małgorzata Patrowicz  Martyna Patrowicz Members of the Management Board:  Damian Patrowicz FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 3 TABLE OF CONTENTS: I. SELECTED FINANCIAL DATA......... ……….…………………………….........….....…4 II. LETTER OF MANAGEMENT BOARD ...….……….……….……….…........................5 III. MANAGEMENT REPORT ...............................................................................................6 IV. CORPORATE GOVERNANCE REPORT………….….........…….…...…..…..…..…...12 V. REMUNERATION REPORT………....................….….........…….…...…..…..…..….....18 VI. FINANCIAL STATEMENTS………………........………................ ………..…........…19 1. Balance sheet………..…………………….......….…....….….......….…........….........19 2. Profit and loss account…............................................................................................. 20 3. Statement of comprehensive income……..…….…… ....…….......................….........20 4. Statement of changes of equity……....……….....…....................................................21 5. Statement of cash flow…..…..…..........................................................................…....22 6. Notes to the financial statement……..………..…....…….....................................…...23 VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT ..................................................................................................................................44 INDEPENDENT AUDITOR’S REPORT................................................................................45 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 4 I. SELECTED FINANCIAL DATA SELECTED FINANCIAL DATA in EUR thous. Twelve months ended on 30/06/2023 Twelve months ended on 30/06/2022 Revenue from interest 443 372 Profit (loss) from operating activities 419 346 Profit (loss) before taxes 543 250 Profit (loss) for the period 543 250 Net cash flow (outflow) from operating activities 2 987 1 470 Net cash flow (outflow) from financing activities -2 796 -1 469 Change in cash and cash equivalents 200 1 Total assets 6 917 8 889 Long-term liabilities 0 2 742 Short-term liabilities 6 8 Equity 6 911 6 139 Share capital 188 28 875 Weighted average number of shares (in pcs.) 1 875 000 1 875 000 Profit (loss) per share (EUR) 0,29 0,13 Book value per share (EUR) 3,69 3,27 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 5 II. LETTER OF THE MANAGEMENT BOARD Dear Sirs, On behalf of the Management Board of FON SE, I am pleased to present to you the Annual Report for the period since July 1, 2022 to June 30, 2023. During this period, the Company continued to provide financial services, i.e. lending activities, which constitute the main part of the revenues generated by the Company. In the opinion of the Management Board, the Company's situation is stable and there is no liquidity risk and no threat to the going concern. According to the Management Board's intentions, the Company will continue to focus on providing financial services in the new financial year, in particular granting loans to business entities. On behalf of the Management Board, I hope that consistent achievement of the assumed economic goals and cost reduction will allow us to achieve positive financial results that will meet the expectations of our Shareholders. I would also like to thank all Shareholders for the trust they have placed in the Company and Co-operators, wishing them further, mutually fruitful cooperation. Yours faithfully, Damian Patrowicz Member of the Management Board FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 6 III. MANAGEMENT REPORT THE MAIN FIELDS OF ACTIVITY In the reporting period, the main activity of the Company was financial activity, including granting loans. The Company, implementing its business profile in the field of granting loans, has concluded agreements with Polish and Estonian entities. The Company intends to continue its operations in the area of lending activities. In the reporting period, the Company obtained revenues mainly from its financial service activity, i.e. interest on loans granted. GENERAL (MACROECONOMIC) DEVELOPMENT The Company undertakes financial activities, especially related to granting loans to business entities, mostly to related parties. Entrepreneurs who have not obtained financing from a bank, usually reach out to companies which provide lending services and declare high flexibility depending on the needs of a particular customer and their collateral capabilities. The Company notices development potential in the field of providing financial services for this kind of entities and accordingly, intends to continue its business activity in this segment. As at the date of publication of the annual report, FON SE has one major borrower, a related party, also listed on the Warsaw Stock Exchange, thanks to which the Company can monitor the liquidity situation of its contractor on an ongoing basis. During the last twelve months, mature stock markets have not experienced any bigger turbulence. The valuation of the world's main stock markets increased despite the increase in interest rates (EU, USA). FINANCIAL INSTRUMENTS, FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICES The main types of 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 their compliance. The management board is responsible also for designing, introducing and ensuring adequate and effective actions aimed at achieving the goal. The purpose of the company's risk management policies is to identify and analyze the risks to which the company is exposed, by establishing appropriate restrictions and controls, as well as by monitoring adjusted the risks and limits accordingly. The Management Board identifies potential risks by analyzing each transaction of the Company. Due to the simple structure of the Company, there are no problems with communicating information in a timely manner. The Management Board monitors events that may have an impact on the emergence of a given risk on an ongoing basis. Risk identification involves identifying actual and potential risk sources and then analyzing for materiality. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 7 THE STRUCTURE OF SHARE CAPITAL Since 27/05/1999 FON SE shares have been listed on the Warsaw Stock Exchange (WSE). As at June 30, 2022 FON SE had 1 875 000 issued shares without par value and the price per share on the WSE was PLN 0,22 (EUR 0,05). On July 1, 2022 The Warsaw Stock Exchange adjusted the share price of FON SE resulting from the re-split operation in the ratio of 28:1 as a result of registration of these changes by the Business Register in Estonia on June 3, 2022. On September 7, 2022 the Estonian Ariregister (Business Register) registered a decrease in the share capital of FON SE from EUR 28 875 000 to EUR 187 500 resulting from the resolutions adopted at the Extraordinary General Meeting of Shareholders on May 24, 2022 in order to meet the requirements of § 301 of the Estonian Commercial Code. As at June 30, 2023 FON SE had 1 875 000 issued shares without par value and the price per share on the WSE was PLN 6,75 (EUR 1,52).  As at 30 June, 2022 the share capital amounted to EUR 28 875 000 and was divided into 1 875 000 shares without par value;  Since September 7, 2022 the share capital amounts to EUR 187 500 and is divided into 1 875 000 shares without a nominal value;  As at 30 June, 2023 the share capital amounted to EUR 187 500 and is divided into 1 875 000 shares without a nominal value; THE STRUCTURE OF THE COMPANY AND SHAREHOLDERS As at the balance sheet date 30/06/2023 FON SE has no subsidiaries and it does not create its own consolidation group. According to the best knowledge of the Management Board the direct shareholder is Patro Invest OǕ that owns 38,05% contribution in the share capital and 38,05% votes at the general Meeting of Shareholders of the Company as at 30/06/2023. As at the balance sheet date 30/06/2023 the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows: Direct shareholding structure as at 30/06/2023 No. Direct shareholders Number of shares % of shares Number of votes % of votes 1. Patro Invest OÜ 713 344 38,05 713 344 38,05 X Total 1 875 000 100,00 1 875 000 100,00 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 8 Indirect shareholding structure as at 30/06/2023 No. Indirect shareholders Number of shares % of shares Number of votes % of votes 1. Damian Patrowicz 713 344 38,05 713 344 38,05 * Damian Patrowicz owns 100% of Patro Invest OÜ According to the information presented in the 2021/2022 financial year, the structure of direct and indirect shareholding structure at least 5% of the total number of votes at the General Meeting was as follows: Direct shareholding structure as at 30/06/2022 No. Direct shareholders Number of shares % of shares Number of votes % of votes 1. Patro Invest OÜ 694 858 37,06 694 858 37,06 X Total 1 875 000 100,00 1 875 000 100,00 Indirect shareholding structure as at 30/06/2022 No. Indrect shareholders Number of shares % of shares Number of votes % of votes 1. Damian Patrowicz 694 858 37,06 694 858 37,06 * Damian Patrowicz owns 100% of Patro Invest OÜ SHARES OWNED BY MEMBERS OF THE COMPANY’S MANAGEMENT AND SUPERVISORY BOARD:  Members of the Management Board As at the balance date 30/06/2023 and as at the date of publication of this annual report, the Member of the Management Board Mr. Damian Patrowicz owns indirectly the Company’s shares. As at 30/06/2023 Mr. Damian Patrowicz owns indirectly, via his company Patro Invest OÜ 713 344 shares of FON SE, constituting 38,05% of the share capital of the Company and entitling to 713 344 votes which constitute 38,05% of the votes at the General Meeting of the Company. As at date of publication of this report Mr. Damian Patrowicz owns 751 344 shares of FON SE, constituting 40,07% of the share capital of the Company and entitling to 751 344 votes which constitute 40,07% of the votes at the General Meeting of the Company. and  Members of the Supervisory Board Members of the Supervisory Board do not own directly and indirectly shares of the Company as at the balance date and as at the date of publication of the annual report. ELECTION OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD 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 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 9 Board. Members of the Supervisory Board are elected by the Company's general meeting of shareholders. RESOLUTIONS AND RULES FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY In accordance with point 4.9.1 of the Company's Articles of Association, any amendment of the Company’s Articles of Association 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 more than half of all votes are represented at the General Meeting, 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 a half of all votes represented at the General Meeting support the resolution, and there is no other requirement arising from applicable legal acts. DESCRIPTION OF SIGNIFICANT EXTERNAL AND INTERNAL FACTORS Considering the specifics of the activity, i.e., financial service activities in the field of granting loans, the results are significantly influenced by: - the general situation on the loan market and the level of interest rates, - the proper fulfilment by the Borrowers of their obligations resulting from concluded loan agreements, as well as the progress of the enforcement procedure and the collection of overdue loans, if such agreements occur, - borrowers' field of activity and related risks, - efficiency of administrative and legal procedures, - opportunity to gain new borrowers, - the economic situation and investment conditions in Poland, Estonia and the entire region, - access to external financing sources, - cooperation with other financial entities. The risk related to the possibility of fluctuations in the exchange rate of one currency in relation to another may lead to both deterioration and improvement of the financial situation of the Company. The Company's revenue and operating cash flows are dependent of changes in market interest rates, because one of the loan agreements is concluded at variable interest rates. Significant factors of risks are described on pages 34-37 of the annual report. Despite the weakening of the PLN against the EUR in the last financial year, this did not affect the company's profitability. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 10 INFORMATION ON AVERAGE EMPLOYMENT The Company did not have any employees in the financial year lasting since July 1, 2022 to June 30, 2023 and in the previous financial year since July 1, 2021 to June 30, 2022. INFORMATION REGARDING THE SELECTED AUDITOR AND THE CONTRACT SIGNED WITH THEM According to the Company’s Articles of Association, the right to elect a certified auditor is at the General Meeting of Shareholders. On 04/05/2022 the General Meeting of Shareholders elected the auditing company Number RT OÜ as the auditor. Remuneration for the Auditor will be paid according to the Agreement concluded between the Company and Number RT OÜ which was established on market conditions. The audit fee for the financial year lasting since 01/07/2022 to 30/06/2023 amounted to 4.800 EUR and the audit fee for the previous financial year lasting since 1/07/2021 to 30/06/2022 amounted to 4.800 EUR as well. OTHER SIGNIFICANT INFORMATION EVENTS THAT TOOK PLACE DURING THE FINANCIAL YEAR AND AFTER THE REPORTING DATE Registration of amendments to the Articles of Association. The Estonian Ariregister (Business Register) registered the amendments to the Company's Articles of Association resulting from the resolutions adopted at the Ordinary General Meeting of Shareholders of May 24, 2022. On September 7, 2022 a decrease in the Company's share capital from EUR 28 875 000 to EUR 187 500 was registered in the Business Register. Approval of the annual report. On July 21, 2023 the Ordinary General Meeting of Shareholders approved the Company's annual report for the period from July 1, 2021 to June 30, 2022. Selected indicators of FON SE: Indicator 30/06/2023 30/06/2022 Total assets (in thous. EUR) 6 917 8 889 Return on assets (ROA) 7,85% 2,81% Equity (in thous. EUR) 6 911 6 139 Return on equity (ROE) 7,86% 4,07% Net profitability 122,57% 67,2% Debt ratio 0,09% 30,94% Profit (loss) for the period (in thous. EUR) 543 250 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 11 Shares 30/06/2023 30/06/2022 Price per share (EUR) on the WSE 1,52 0,05 Profit per share (EUR) 0,29 0,005 Price-to-earnings ratio (PE) 5,23 10,5 Book value per share (EUR) 3,69 0,12 Price-to-book-value ratio (P/BV) 0,41 0,43 Liquidity ratio 180,67 38,88 Market capitalization (in thous. EUR) 2 850 2 625 Return on assets = profit (loss) for the period / total assets Return on equity = profit (loss) for the period / equity Net profitability = profit (loss) for the period / revenue from interest Debt ratio = liabilities / total assets Price-per-share = market cap / number of shares; Profit per share = profit (loss) for the period / number of shares Price-to-earnings (P/E) ratio = market cap / profit (loss) for the period Book value per share = total equity / number of shares Price-to-book value (P/BV) ratio = market cap / book value Liquidity ratio = current assets / short-term liabilities Market capitalization = price per share on the WSE * number of shares FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 12 IV. CORPORATE GOVERNANCE REPORT The Company's statement regarding the compliance with the Best Practice for The Warsaw Stock Exchange (GPW) Listed Companies 2021 and Corporate Governance Principles is available on the Company's website www.fon-sa.pl, in the "Regulations" section, the "Good practices" on corporate governance. In 2022/2023 FON SE was subject to the corporate governance standards contained in the document Best Practice for GPW Listed Companies 2021, which were adopted by resolution of the Stock Exchange Supervisory Board no. 13/1834/2021 of March 29, 2021 for companies listed on the GPW Main Market - "Best Practice for GPW Listed Companies 2021" (Best Practice 2021). In fulfilling disclosure requirements regarding the application of corporate governance standards, FON SE is guided by the principles of an effective and transparent information policy and communication with the market and investors. The Company applied all the corporate governance principles contained in the ‘Best Practice for GPW Listed Companies 2021’, except for the following: DISCLOSURE POLICY, INVESTOR COMMUNICATIONS 1.2. Companies make available their financial results compiled in periodic reports as soon as possible after the end of each reporting period; should that not be feasible for substantial reasons, companies publish at least preliminary financial estimates as soon as possible. Comments of the Company : The Company publishes periodic reports within deadlines arising from applicable Estonian law. 1.3. Companies integrate ESG – (environmental, social, and governance) factors in their business strategy, including in particular: 1.3.1. environmental factors, including measures and risks relating to climate change and sustainable development Comments of the Company: The main activity of the Company is granting loans. Therefore, the activity of the Company does not have significant impact on the environment. The Company makes efforts to ensure that its activity have the least possible impact on the natural environment. 1.3.2. social and employee factors, including to ensure equal treatment of women and men, decent working conditions, respect for employees’ rights, dialogue with local communities, customer relations. Comments of the Company: The Company explains that the principles of sustainable development and respect for social and employee rights and interests are applied in the strategy of its activity. In this regard, the Company complies with all applicable laws and guidelines. At the time of publication of this report, no written rules have been drawn up because there are no employees. 1.4. To ensure quality communications with stakeholders, as a part of the business strategy, companies publish on their website information concerning the framework of the strategy, FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 13 measurable goals, including in particular long-term goals, planned activities and their status, defined by measures, both financial and non-financial. ESG information concerning the strategy should among others: Comments of the Company: The Company publishes a number of financial and non-financial measures, as well as information on the adopted development strategy both on the Company’s website and by publishing current and periodic reports. The Company indicated that it does not publish information on its development plans and the progress of their implementation separately. The Company also does not publish any forecasts. 1.4.1 explain how the decision-making processes of the company integrate climate change, including the resulting risks. Comments of the Company: Due to the above-mentioned in point 1.3.1. marginal impact of the Company's activity on the natural environment, the Company does not publish additional explanations in this scope. 1.4.2. present the equal pay index for employees, defined as the percentage difference between the average monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target. Comments of the Company: Due to the fact that the Company has no employees, it is not appropriate to disclose this information. 1.5. Companies disclose at least on an annual basis the amounts expensed by the company in support of culture, sports, charities, the media, social organisations, trade unions, etc. If the company pay such expenses in the reporting year, the disclosure presents a list of such expenses. Comments of the Company: The Company does not conduct sponsorship activities. MANAGEMENT BOARD, SUPERVISORY BOARD 2.1. Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%. Comments of the Company: Crucial personnel decisions in relations to the Company’s governing bodies and its key managers are taken by the General Meeting and the Supervisory Board. 2.3. At least two members of the supervisory board meet the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company. Comments of the Company: The decision to elect Members of the Supervisory Board is within the competence of the General Meeting of Shareholders. Shareholders act on the basis of their competences and trust in individual candidates, appoint the composition of the Supervisory Board. Depending on the decision of the General Meeting, the Company may or may not fulfil this criterion periodically, depending on the selected composition of the FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 14 Supervisory Board. Currently, the Supervisory Board does not fulfil the independence criteria, as only one member of the Supervisory Board is independent, and assessment of the risk resulting from this is within the competence of the General Meeting. 2.11. In addition to its responsibilities laid down in the legislation, the supervisory board prepares and presents an annual report about activities of supervisory board to general meeting once per year. Comments of the Company: In accordance with the applicable provisions of the Estonian law, the Company does not publish or submit a report on activities of the Supervisory Board to the General Meeting for approval. INTERNAL SYSTEMS AND FUNCTIONS 3.9. The supervisory board monitors the efficiency of the systems and functions referred to in principle 3.1 among others on the basis of reports provided periodically by the persons responsible for the functions and the company’s management board, and makes annual assessment of the efficiency of such systems and functions according to principle 2.11.3. Comments of the Company: In accordance with the applicable provisions of the Estonian law, the Company does not publish or submit a report on activities of the Supervisory Board to the General Meeting for approval. GENERAL MEETING, SHAREHOLDER RELATIONS 4.1. Companies should enable their shareholders to participate in a general meeting by means of electronic communication (e-meeting) if justified by the expectations of shareholders notified to the company, provided that the company is in a position to provide the technical infrastructure necessary. Comments of the Company: The Company considers that the costs of enabling shareholders to participate in the general meeting by means of electronic communication (e-meeting) are too high. Nevertheless, the Management Board indicates, that the structure of the Company’s shareholding means that the shareholders are not interested in participating in the Company’s general meeting in electronic form. At the same time, the Company's Articles of Association and the Regulations of the General Meeting do not prescribe the possibility of participating in the Meeting by means of electronic communication. 4.3. Companies provide a public real-life broadcast of the general meeting. Comments of the Company: The Company recognizes that the costs of broadcasting the General Meeting are too high. At the same time, the Management Board indicates that the Company's shareholding structure causes the lack of interest in the General Meeting. At the same time, the Company's Articles of Association and the General Meeting Regulations do not prescribe transmission of the meeting. 4.6. To help shareholders participating in a general meeting to vote on resolutions with adequate understanding, draft resolutions of the general meeting concerning matters and decisions other than points of order should contain a justification, unless it follows from documentation tabled to the general meeting. If a matter is put on the agenda of the general meeting at the request of a shareholder or shareholders, the management board requests presentation of the justification of the proposed resolution, unless previously presented by such shareholder or shareholders. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 15 Comments of the Company: As at the date of publication of this report, the Company does not publish any additional justification for the draft resolutions of the General Meeting. So far, the shareholders of the Company have not expressed interest in the additional discussion of the matter of General Meetings. Shareholders with major holdings As at the balance sheet date 30/06/2023 the structure of direct and indirect shareholders holding at least 5% of the total number of votes at the General Meeting was as follows: Direct shareholding structure as at 30/06/2023 No. Direct shareholders Number of shares % of shares Number of votes % of votes 1. Patro Invest OÜ 713 344 38,05 713 344 38,05 X Total 1 875 000 100,00 1 875 000 100,00 Bezpośrednia struktura akcjonariatu na dzień 30/06/2023 No. Indirect shareholders Number of shares % of shares Number of votes % of votes 1. Damian Patrowicz 713 344 38,05 713 344 38,05 * Damian Patrowicz owns 100% of Patro Invest OÜ According to the information presented in the 2021/2022 financial year, the structure of direct and indirect shareholding at least 5% of the total number of votes at the General Meeting was as follows: Direct shareholding structure as at 30/06/2022 No. Direct shareholders Number of shares % of shares Number of votes % of votes 1. Patro Invest OÜ 694 858 37,06 694 858 37,06 X Total 1 875 000 100,00 1 875 000 100,00 Bezpośrednia struktura akcjonariatu na dzień 30/06/2021 No. Indirect shareholders Number of shares % of shares Number of votes % of votes 1. Damian Patrowicz 694 858 37,06 694 858 37,06 * Damian Patrowicz owns 100% of Patro Invest OÜ Holders of securities that give specific control rights and a description of those rights FON SE shares do not confer any specific control rights. Restrictions on voting rights Such restrictions do not apply to the Company's shares. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 16 Restrictions on transferability of ownership of the Company's shares In accordance with the Articles of Association of FON SE there are no restrictions on transferability of ownership of the Company's shares. Rules governing the appointment and removal of management members and their rights The listed company FON SE is managed by the Management Board, its members act in the interest of the Company and are responsible for its activities. The activities of the Management Board include, in particular, managing the Company, commitment to setting its strategic goals and their implementation, as well as ensuring the Company efficiency and security. The Company is supervised by an effective and competent Supervisory Board. Members of the Supervisory Board act in the interest of the Company and are guided by the independence of their own opinions and decisions. The Supervisory Board, in particular, makes recommendations on the Company's strategy and controls the work of the Management Board in achieving strategic goals and monitors the achieved results. The Members of the Management Board are appointed by the Supervisory Board and the Members of the Supervisory Board are elected by the Company's general meeting of shareholders. (Article of Association, point IV). Amendments to the Articles of Association Amendments to the Articles of Association require a resolution of the General Meeting. The notice convening a General Meeting whose agenda includes amendments to the Articles of Association should contain existing provisions of the Articles of Association and the proposed amendments. Where justified by a significant scope of the intended amendments, the notice may include a draft of a new text of the Articles of Association together with a list of its new or amended provisions. The text of the Articles of Association is available on the Company's website at: http://www.fon-sa.pl/statut.php Proceedings of the General Meetings and its powers The General Meetings of the Company are held in accordance with the rules set out in the Commercial Code, the Articles of Association of FON SE and the applicable capital market laws. Composition of the Management Board and description of the activities of the Company’s management and supervisory bodies in 2022/2023: Management Board: Damian Patrowicz Supervisory Board: Wojciech Hetkowski Jacek Koralewski Małgorzata Patrowicz Martyna Patrowicz The main task of the Management Board is to manage the Company's activities and represent it, but is also responsible for planning, implementing and ensuring adequate and effective FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 17 actions aimed at achieving the goal. The Supervisory Board exercises permanent supervision over the Company's activities in all areas of its operations. The main duties of supervisory board members also include appointing, dismissing and suspending members of the Company's management board, delegating members of the supervisory board to perform tasks in replace the members of the management board. Due to the simple structure of the Company, there are no problems with communicating information in a timely manner between the Management Board and the Supervisory Board. Description of the company’s internal control systems and risk management with regard to the process of preparing financial statements. The Management Board of the Company is responsible for the internal control system in the Company and its effectiveness in terms of the correctness of preparing financial statements and periodic reports. Financial statements and periodic reports are prepared on the basis of financial data from the financial and accounting system, where they are recorded in accordance with the principles of the adopted accounting policy in accordance with the Accounting Act. The audit of the correctness of the preparation of periodic financial statements is conducted thanks to the annual financial audits carried out by independent auditors. In the reporting period, the financial report was prepared by a professional entity – the auditing firm „Galex”, which provided accounting services for the Company on the basis of an outsourcing agreement. By using the services of a specialized office, the Management Board received ongoing external advice on consulting all problems related to the correct preparation of mandatory financial statements, including quarterly, semi-annual and annual financial statements. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 18 V. REMUNERATION REPORT This remuneration report has been prepared in accordance with the remuneration principles of the Company’s Management Board member. The member of the Management Board is remunerated pursuant to the signed contract. The remuneration report discloses the remuneration and benefits paid to the member of the Management Board in the financial year 2022/2023. The Management Board of the Company consist of one member - Damian Patrowicz. The contract of Damian Patrowicz, a member of the Management Board, was signed on 29/07/2021 and his term of office is valid until 29/07/2024. Management Board Members are selected by the Supervisory Board of the Company based on their expertise in the sector the Company is operating, in addition the candidate’s leadership and management experience is taken into account as well as the commitment to the Company. The Management Board member is not paid any remuneration. No share options are issued to the management. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 19 VI. FINANCIAL STATEMENTS 1. Statement of financial position STATEMENT OF FINANCIAL POSITION Notes 30/06/2023 (thous. EUR) 30/06/2022 (thous. EUR) Assets Fixed assets 5 833 8 578 Long-term financial assets 4 5 833 8 578 Current assets 1 084 311 Short-term financial assets 4 881 301 Short-term receivables 1 8 Short-term prepayments 1 1 Cash and cash equivalents 201 1 T o t a l a s s e t s 6 917 8 889 Equity and liabilities Equity 6 911 6 139 Share capital 5 188 28 875 Share premium 5 29 934 1 247 Other reserve 3 805 3 805 Exchange differences -514 -743 Retained earnings -26 502 -27 045 Long-term liabilities 0 2 742 Other long-term liabilities 8 0 2 742 Short-term liabilities 6 8 Trade liabilities 1 1 Other liabilities 0 2 Other provisions 5 5 T o t a l e q u i t y and l i a b i l i t i e s 6 917 8 889 Book value of equity 6 911 6 139 Number of shares (pcs.) 1 875 000 1 875 000 Book value per one share (in EUR) 7 3,69 3,27 Notes on pages 23-43 are an integral part of the financial statements. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 20 2. Statement of profit or loss STATEMENT OF PROFIT OR LOSS Notes Period 01.07.2022 - 30.06.2023 (thous. EUR) Period 01.07.2021 - 30.06.2022 (thous. EUR) Revenue from interest 9 443 372 Gross profit on sales 443 372 General and administrative expenses -18 -15 Other operating revenues 3 0 Other operating costs -9 -11 Profit (loss) on operating activities 419 346 Financial revenue 164 0 Financial costs -40 -96 Profit (loss) before income tax 543 250 Profit (loss) for the period 543 250 Number of ordinary shares (pcs.) 1 875 000 1 875 000 Profit (loss) per share (in EUR) 0,29 0,13 Notes on pages 23-43 are an integral part of the financial statements. 3. Statement of comprehensive income STATEMENT OF COMPREHENSIVE INCOME Period 01.07.2022 - 30.06.2023 (thous. EUR) Period 01.07.2021 - 30.06.2022 (thous. EUR) Profit (loss) for the period 543 250 Other comprehensive income, including: 229 -140 - differences from conversion into EUR 229 -140 Total comprehensive income(loss) for the period 772 110 Basic earnings per share (in EUR) 0,29 0,13 Diluted earnings per share (in EUR) 0,29 0,005 Notes on pages 23-43 are an integral part of the financial statements. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 21 4. Statement of changes in equity STATEMENT OF CHANGES IN EQUITY Period 01.07.2022 - 30.06.2023 (thous. EUR) Period 01.07.2021 - 30.06.2022 (thous. EUR) Opening balance of equity 6 139 6 029 Opening balance of share capital 28 875 28 875 decrease due to decrease of share capital -28 687 0 Closing balance of share capital 188 28 875 Opening balance of share premium 1 247 1 247 increase due to decrease of share capital 28 687 0 Closing balance of share premium 29 934 1 247 Opening balance of other reserve 3 805 3 805 Closing balance of other reserve 3 805 3 805 Opening balance of retained earnings -27 045 -27 295 increase due to profit for the period 543 250 Closing balance of retained earnings -26 502 -27 045 Opening balance of exchange differences -743 -603 changes in exchange differences 229 -140 Closing balance of exchange differences -514 -743 Closing balance of equity 6 911 6 139 Notes on pages 23-43 are an integral part of the financial statements. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 22 5. Cash flow statement Notes on pages 23-43 are an integral part of the financial statements. CASH FLOW STATEMENT (indirect method) Notes Period 01.07.2022 - 30.06.2023 (thous. EUR) Period 01.07.2021 - 30.06.2022 (thous. EUR) OPERATING ACTIVITIES Profit (loss) for the period 543 250 Adjustments: Difference between interest calculated and received 115 -123 Loans granted -119 -69 Received loans repayments 2 442 1 407 Change in receivables and other accruals 7 -5 Change in liabilities -2 -2 Other adjustments 0 11 Net cash flow (outflow) from operating activities 2 986 1 469 FINANCING ACTIVITIES Outflows from investing activities -2 796 -1 469 Repayments of credits and loans 10 -2 754 -1 374 Interest paid -42 -95 Net cash flow (outflow) from financing activities -2 796 -1 469 Exchange differences 10 1 Total net cash flows (outflows) 200 0 Change in cash balances 200 1 Opening balance of cash 1 0 Closing balance of cash 201 1 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 23 6. Notes to the financial statements Note 1. Accounting policies 1.1. General information FON SE (hereinafter referred to as the “Company” or “FON”), a company based on Polish capital, operates in Estonia and Poland. The financial statements of the Company for 2022/2023 were signed by the member of management Board of FON SE on 28 September 2023. In accordance with the requirements of the Commercial Code of the Republic of Estonia, the annual report prepared by the Management Board and approved by the Supervisory Board, which also includes the financial statements, is approved by the general meeting of shareholders. Shareholders have the right not to approve the annual report prepared by the Management Board and approved by the Supervisory Board and to request that a new report is prepared. The Annual General Meeting of Shareholders, one of the items on the agenda of which is the approval of the annual report of FON SE for 2022/2023, is planned on 30/11/2023. 1.2. Basis of preparation of financial statements The Company’s 2022/2023 annual financial statements have been prepared in conformity of International Financial Reporting Standards as endorsed in the European Union (“IFRS (EU)”). The Company has consistently applied the accounting policies throughout all periods presented, unless stated otherwise. The annual financial statements for 2022/2023 have been prepared on a going concern basis. The preparation of annual financial statements in conformity with IFRS (EU) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. Changes in assumptions may have a significant impact on the financial statements in the period the assumptions changed. The management of the Company believes the underlying assumptions in the preparation of annual financial statements for 2022/2023 are appropriate. These annual financial statements consist of statements of financial position, statement of profit or loss, statement of comprehensive income, statement of changes in equity, statement of cash flows, and explanatory notes. The annual financial statements are presented in euros and all values are rounded to the nearest thousand (€000), except when otherwise indicated. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 24 The original annual financial statements of the Company have been prepared is English. In case of the conflict with Polish or Estonian translation, the English version shall prevail. 1.3. Functional and reporting currency The functional currency of the Company is Polish zloty (PLN) and reporting (presentational) currency is euro (EUR). Balance sheet items are calculated according to the exchange rate announced by the European Central Bank as at the balance sheet day. Items in the statement of profit or loss and in the cash flow statement are converted at the exchange rate being the arithmetic average exchange rate published by the European Central Bank for the financial year. 1.4. Accounting policies, changes in accounting estimates and errors (IAS 8) When an IFRS (EU) specifically applies to a transaction, other event, or condition, the accounting policy or policies applied to that item shall be determined by applying the IFRS (EU). In the absence of an IFRS (EU) that specifically applies to a transaction, other event or condition, management shall use its judgement in developing and applying an accounting policy that results in information that is relevant to the economic decision-making needs of users and reliable. The Company selects and applies its accounting policies consistently for similar transactions, other events, and conditions, unless an IFRS (EU) specifically requires or permits categorization of items for which different policies may be appropriate. If an IFRS (EU) requires or permits such categorization, an appropriate accounting policy shall be selected and applied consistently to each category. The Company changes an accounting policy only if the change is required by IFRS (EU) or results in the financial statements providing reliable and more relevant information about the effects of transactions, other events, or conditions on the entity’s financial position, financial performance or cash flows. When a change in accounting policy is applied retrospectively the Company adjusts the opening balance of each affected component of equity for the earliest prior period presented and the other comparative amounts disclosed for each prior period presented as if the new accounting policy had always been applied. The effect of a change in an accounting estimate shall be recognized prospectively by including it in profit or loss in the period of the change, if the change affect that period only or the period of the change and future periods, if the change affects both. The Company corrects material prior period errors retrospectively in the first set of financial statements authorized for issue at their discovery by restating the comparative amounts for the prior period(s) presented in which the error occurred; or if the error occurred before the FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 25 earliest prior period presented, restating the opening balances of assets, liabilities and equity for the earliest prior period presented. 1.5. Impact of new and revised standards and interpretations The accounting policies applied in the preparation of these financial statements are the same as those used by the Company in the financial statements for the year ended 30 June 2023. Revised standards effective for annual reporting periods beginning on or after 1 January 2023. Certain new or revised standards and interpretations have been issued that are mandatory for the Company’s annual reporting periods beginning on or after 1 January 2023 and that have not been adopted by the Company ahead of effective date. Amendments to IAS 1 „Presentation of Financial Statements“ and IFRS Practise Statement 2 „Making Materiality Judgments“- amendments aim to help entities provide accounting policy disclosures that are more useful by:  requiring companies to disclose their material accounting policies rather than their significant accounting policies;  clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and as such need not be disclosed; and  clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company’s financial statements. The Board of IFRS also amended IFRS Practice Statement 2 to include guidance and two additional examples on the application of materiality to accounting policy disclosures. The amendments are consistent with the refined definition of material: “Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements”. Effective for annual reporting periods beginning on or after 1 January 2023. The EU has approved the changes. The Company does not expect the amendments to have a material impact on its financial statements when initially applied. Amendments to IAS 1 „Presentation of Financial Statements“ (classification of liabilities as current and non-current) – amendments are aimed to promote consistency in applying the requirements by helping the companies determine whether liabilities and other liabilities with uncertain settlement dates should be classified as current (to be settled within 12 months) or non-current. The amendments clarify what is meant by the right to defer settlement; that a right to deferral must exist at the end of the reporting period; that classification is unaffected by the likelihood that an entity will exercise its deferral right and that only if the embedded FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 26 derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification. Effective for annual reporting periods beginning on or after 1 January 2023. The EU has approved the changes. The Company does not expect the amendments to have a material impact on its financial statements when initially applied. Amendments to IAS 8 „Accounting Policies, Changes in accounting Estimates and Errors“ – amendments introduce a new definition for accounting estimates. According to the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities should develop accounting estimates when the accounting policies require the measurement of items in the financial statements that are subject to measurement uncertainty. The amendments clarify that a change in an accounting estimate resulting from new information or new developments is not a correction of an error. Effective for annual reporting periods beginning on or after 1 January 2023. The EU has approved the changes. The Company does not expect the amendments to have a material impact on its financial statements when initially applied. Other changes Other new standards, amendments to standards and interpretations that are not yet effective are not expected to have a significant impact on the Company’s financial statements. Changes in standards Annual Improvements to IFRS Standards 2018–2020 (the Comapny will apply the amendment for annual periods beginning on or after 1 January 2022). Not yet endorsed for use in the EU. IFRS 9 - Amendments clarify which fees to consider when assessing whether or not the terms of a converted debt Instrument have changed - only fees paid or received between the borrower and the lender (including payments made or received by the borrower or lender on behalf of another party). The Company does not expect the amendments to have a material impact on its financial statements when initially applied. Other new standards, amendments to standards and interpretations that are not yet effective are not expected to have a significant impact on the Company’s financial statements. Annual improvements to IFRS standards 2018-2020 – Effective for annual periods beginning on or after 1 January 2022. Early application is permitted. Improvements to IFRS (2018-2020) include two amendments to the standards: FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 27 the amendments to IFRS 9 Financial instruments clarify that, when assessing whether an exchange of debt instruments between an existing borrower and lender is on terms that are substantially different, the fees to include together with the discounted present value of the cash flows under the new terms include only fees paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other's behalf. The Company does not expect the amendments to have a material impact on its financial statements when initially applied. Other changes Other new standards, amendments to standards and interpretations that are not yet effective are not expected to have a significant impact on the Company’s financial statements. 1.6. Financial assets (IFRS 9, IAS 32) Classification The Company classifies financial assets into the following measurement categories: • those at fair value (either through other comprehensive income or through profit or loss); • those carried at amortised cost. The classification depends on the Company's business model for managing its financial assets and the contractual terms of the cash flows. Registration and derecognition Purchases and sales of financial assets under normal market conditions are recognized on the trade date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the asset have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Measurement Financial assets (unless they are receivables from a buyer that does not have a significant financing component and are initially measured at transaction price) are initially measured at fair value and in the case of assets not measures at fair value through profit or loss, related acquisition costs of assets are added to the initial value. Debt instruments Subsequent recognition of debt instruments depends on the Company's business model for managing its financial assets and the contractual cash flows of the financial assets. Assets held for the purpose of collecting contractual cash flows that have only cash flows and FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 28 interest payable are recognised at amortised cost using the effective interest rate method. Impairment losses are deducted from the adjusted acquisition cost. Interest income, foreign exchange gains and losses and impairment losses are recognised in the income statement. Gains or losses on derecognition are recognised in the income statement under “Other operating income / expense”. As of 30 June 2021 and 30 June 2022 and during 2021/2022, financial assets of the Company were classified as at amortised cost. Impairment of financial assets The impairment loss model is applied to financial assets at amortized cost. Financial assets carried at amortized cost consist of loan receivables, other receivables, cash and cash equivalents. Expected credit losses are probability-weighted estimated credit losses. Credit loss is the difference between the contractual cash flows of the Company and the expected cash flows of the Company, discounted at the original effective interest rate. Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic amount that estimates a number of different outcomes, (ii) the time value of money and (iii) reasonable and reasonable information available at the end of the reporting period conditions and forecasts of future economic conditions. The Company measures impairment as follows:  cash and cash equivalents at low credit risk (senior management considers a low credit risk assessment of at least one of the major credit rating agencies) to be equivalent to expected credit losses within 12 months;  for all other financial assets, the amount of credit losses expected to be incurred over a 12-month period, unless the credit risk (i.e. the expected life of the financial asset in default) has increased significantly after initial recognition; if the risk is significantly increased, the credit loss is measured at an amount equal to the expected credit loss over a lifetime. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are initially recognised at their fair value plus transaction costs. After initial recognition, loans and receivables are carried at amortised cost using the effective interest rate method. This method is used to calculate interest income on the receivable in subsequent periods. Financial assets are adjusted for impairment losses. Impairment is based on expected credit loss. The principle of expected credit loss is to show the overall trend in the deterioration or improvement in the credit quality of a financial asset. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 29 Impairment losses on financial assets classified at amortised cost are recognised as a provision for impairment. Expected credit losses are probability-weighted estimated credit losses that, at the reporting date, consider all relevant information, including information about past events, current conditions, reasonable and reasonable future events, and forecasts of economic conditions. At the end of each reporting period, the Company conducts a review to determine whether there has been a material increase in risk compared to the last estimate. Indicators of increased credit risk include, but are not limited to, overdue payments over 30 days, significant financial difficulties of the debtor, possible bankruptcy or restructuring of the debtor. Impairment charges are recognised in the income statement under “Other operating expenses”. If receivables are uncollectible, they are written off together with a provision for impairment. Receivables are generally recognised as current assets when they are due to be settled within 12 months after the balance sheet date. Receivables that are due later than 12 months after the balance sheet date are recognised as non-current assets. Financial assets that do not include SPPI (Solely Payment of Principal and Interest) cash flows are recognised at fair value through profit or loss. Information on financial instruments 30/06/2023 Types of financial instruments Fair value through profit or loss Amortised cost Total Total financial assets 0 6 917 6 917 Loans granted 0 6 714 6 714 Receivable from deliveries and services and other receivables 0 1 1 Cash and cash equivalents 0 201 201 Short-term prepayments 0 1 1 Total financial liabilities 0 6 6 Long-term loans 0 0 0 30/06/2022 Types of financial instruments Fair value through profit or loss Amortised cost Total Total financial assets 0 8 889 8 889 Loans granted 0 8 879 8 879 Receivable from deliveries and services and other receivables 0 8 8 Cash and cash equivalents 0 1 1 Short-term prepayments 0 1 1 Total financial liabilities 0 2 742 2 742 Long-term loans 0 2 742 2 742 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 30 Professional judgment If a given transaction is not regulated by any standard or interpretation, the Management Board, guided by its subjective judgment, determines and applies accounting policies which will ensure that the financial statements will contain correct and reliable information and:  correctly, clearly and fairly present the assets and financial situation of the Company, the results of its activities and cash flows,  reflect the economic content of the transaction,  are objective,  is prepared in accordance with the principle of prudent valuation,  is complete in all material respects. When valuating the loans, the debtor's solvency is taken into account. We take into account the risk of non-repayment. If there is no risk of repayment, we value the loans at their nominal value. There are conducted proper analysis. The Management Board makes decisions considering all the potential consequences of its decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia, borrowers' collaterals. Uncertainty of estimates When applying the accounting principles in force in the Company, the Management Board is obliged to make estimates, judgments and assumptions regarding the amounts of valuation of individual assets and liabilities. The estimates and related assumptions are based on historical experience and other factors considered relevant. The actual results may differ from the adopted estimated values. The preparation of the financial statements requires the Management Board of the Company to make estimates, as much of the information contained in the financial statements cannot be measured precisely. The Management Board verifies the adopted estimates based on changes in the factors considered when making them, new information or past experiences. Therefore, the estimates made as at June 30, 2023 may be changed in the future. 1.7. Cash and cash equivalents, cash flows (IAS 7) Cash and cash equivalents are cash at bank and on hand, short-term extremely high liquidity investments (up to three months) that are readily convertible into a known amount of cash and which are subject to an insignificant risk of changes in value. The statement of cash flows reports cash flows during the period classified by operating, investing and financing activities. The Company reports cash flows from operating activities using the indirect method whereby net profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with investing or financing cash flows. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 31 1.8. Share Capital (IAS 1) Ordinary shares are included within equity. The expenditures related to the issue of ordinary shares are recognised as a reduction of equity. Treasury shares repurchased by the parent company are recognised as a reduction of equity (in the line item “Treasury shares”). Disbursements and contributions related to treasury shares are recognised in equity. 1.9. Share premium (IAS 1) The differences between the fair value of the payment received and the nominal value of shares are recognized in the share premium. In the event of buyout of shares, the amount paid for the shares is charged to equity and is disclosed in the statement of financial position under equity. The costs of issuing shares, incurred when establishing a joint-stock company or increasing the share capital, reduce the entity's supplementary capital to the amount of the excess of the issue value over the par value of the shares, and the remaining part is classified as financial costs. 1.10. Statutory reserve capital (IAS 1) Reserve capital is formed to comply with the requirements of the Commercial Code of the Republic of Estonia. During each financial year, at least 5% of the net profit shall be transferred to reserve capital until reserve capital reaches one-tenth of share capital. Reserve capital may be used to cover a loss or to increase share capital. Payments shall not be made to shareholders from reserve capital. In the statement of financial position statutory reserve is recognised in Other reserves. 1.11. Earnings per share (IAS 33) Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders of the Company by the weighted average number of shares outstanding during the year. Diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company (after adjusting for interest on the convertible preference shares) by the weighted average number of shares outstanding during the year plus the weighted average number of shares that would be issued on conversion of all the dilutive potential shares into shares. 1.12. Financial liabilities (IFRS 9, IAS 32) All financial liabilities (trade payables, other short and long-term liabilities, borrowings, etc.) are initially recognised at their fair value, less any transaction costs. They are subsequently recognised at amortised cost, using the effective interest rate method. The amortised cost of the current financial liabilities generally equals their nominal value; therefore current financial liabilities are stated in the statement of financial position at FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 32 redemption value. To calculate the amortised cost of non- current financial liabilities, they are initially recognised at fair value of the proceeds received (net of transaction costs incurred) and an interest expense is calculated on the liability in subsequent periods using the effective interest rate method. A financial liability is classified as current when it is due to be settled within 12 months after the balance sheet date or the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Interest-bearing liabilities that are due within 12 months after the balance sheet date, but which are refinanced after the balance sheet date as long-term, are recognised as short-term interest-bearing liabilities. Also, borrowings are classified as short-term if the lender had at the balance sheet date the contractual right to demand immediate payment of the borrowing due to the breach of conditions set forth in the agreement. 1.13. Provisions and contingent liabilities (IAS 37) Provisions are recognized when the Company has a present obligation (legal or constructive) because of a past event it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received. Contingent liabilities Contingent liabilities are those liabilities the realization of which is less probable than non- realization or the amount of which cannot be measured sufficiently reliably. The Company does not recognize contingent liabilities but discloses brief description of the nature of the contingent liability and, where practicable an estimate of its financial effect; an indication of the uncertainties relating to the amount or timing of any outflow; and the possibility of any reimbursement unless the possibility of any outflow in settlement is remote. 1.14. Revenue recognition (IFRS 15) Interest income Interest income is recognized when it is probable that the economic benefits associated with the transaction will flow to the Company and the amount of the revenue can be measured reliably. Interest income is recognized on an accrual basis. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 33 1.15. Operating segments (IFRS 15, IFRS 8) A segment is a distinguishable component of the Company, which generates revenues and incurs expenditures. The segment reporting is presented in respect of operating and geographical segments. The company operates in only one business area, therefore the segment reporting is not relevant. 1.16. Income tax (IAS 12) Corporate income tax in Estonia According to the Income Tax Act entered into force in Estonia at 1 January 2000, it is not the company's profits that are taxed but net dividends paid. Income tax is paid on dividends, fringe benefits, gifts, donations, costs of reception of guests, non-business payments and transfer price adjustments. The effective income tax rate is 20/80 on net dividends paid out. Starting from 2019, it is possible to apply a more favorable tax rate on dividend payments (14/86). The more favorable tax rate can be applied to a dividend distribution that amounts to up to three preceding years’ average dividend distribution that has been taxed at 20/80 rate. 1.17. Related parties (IAS 24) A related party is a person or entity that is related to the entity that is preparing its financial statements. A related party transaction is a transfer of resources, services, or obligations between a reporting entity and a related party, regardless of whether a price is charged. Such transactions could have an effect on the profit or loss and financial position of the Company. For this reason, knowledge of the Company’s transactions, outstanding balances, including commitments, and relationships with related parties may affect assessments of its operations by users of financial statements, including assessments of the risks and opportunities facing the Company. The Company discloses the related party relationship when control exists, irrespective of whether there have been transactions between the related parties. The Company considers key members of the management (supervisory and management board), their close relatives and entities under their control or significant influence as well as associated companies as related parties. 1.18. Events after the reporting period (IAS 10) Events after the reporting period are those events, favorable and unfavorable, that occur between the end of the reporting period and the date when the financial statements are authorized for issue. Events after the reporting period are those that provide evidence of conditions that existed at the end of the reporting period (adjusting events after the reporting period) and those that are indicative of conditions that arose after the reporting period (non- adjusting events after the reporting period). FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 34 Note 2. Financial risks The main types of risk arising from the Company's financial instruments include interest rate risk, liquidity risk, credit risk. The Management Board is responsible for establishing of the risk management rules and supervising of its respecting. The principles of risk management aim is to identify and analyse the risks that the Company is exposed to, by establishing appropriate limits and controls.  Credit risk (a) Credit risk assessment - credit risk represents a potential loss that could arise if a Company’s counterparty in a transaction is unable to meet its contractual obligations and provide cash flows. Credit risk is mainly related to loans granted by the Company, cash and cash equivalents, deposits. The scope of the Company's credit risk is most affected by the specific circumstances of each customer. At the same time, the Company's management also follows the general circumstances such as the legal status of the client (private or public company), the geographical location of the client, the field of operation, the state of the economy and future economic forecasts. To reduce the credit risk, customers' payment discipline and their ability to meet their commitments are monitored daily. (b) Credit quality of financial assets - the Company uses a simplified approach to measure expected credit losses under IFRS 9, applying lifetime expected credit losses. Historical loss rates are adjusted to include both current and future information about the macroeconomic factors, which may have impact on the ability of customers to pay the receivables. Based on the principles described above, the impact of impairment losses on the Company’s cash flows was immaterial. The maturity dates of the assets as at 30/06/2023 30/06/2023 EUR thous. Maturity Dates Total < 1 year 1-2 years 2-3 years Above 3 years Cash and cash equivalents 201 201 0 0 0 Short-term prepayments 1 1 0 0 0 Other receivables 1 1 0 0 0 Loans granted 6 714 881 5 833 0 0 Total 6 917 1 084 5 833 0 0 The maturity dates of the assets as at 30/06/2022 30/06/2022 EUR thous. Maturity Dates Total < 1 year 1-2 years 2-3 years Above 3 years Cash and cash equivalents 1 1 0 0 0 Short-term prepayments 1 1 0 0 0 Other receivables 8 8 0 0 0 Loans granted 8 879 301 0 8 578 0 Total 8 889 311 0 8 578 0 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 35 Entities to which Company provides financing are related entities, therefore there is no particular type of control. Related entities received loans to invest on the stock market or grant further loans.  Interest rate risk At the balance sheet date, the interest rate structure of the Company’s interest-bearing financial instruments were as follows: Interest rate Fixed/Variable interest rate Natural person 24,5% Fixed Elkop SE 1% + WIB1M Variable Elkop SE 4,5% + WIB1M Variable The company has no interest-bearing liabilities. During the 2022/2023 financial year FON SE had a variable rate loan to Atlantis SE, however, the loan was fully repaid. The Company's income and operating cash flows are dependent of changes in market interest rates, because some of the contracts are concluded at variable interest rates. If the variable interest rate as at 30/06/2023 had been higher/lower 1% point, the Company’s profit for the financial year would have increased/decreased by EUR 50 thous./EUR 50 thous. (30/06/2022: EUR 28 thous./EUR 22 thous.) assuming all other variables remained constant. The level of interest rates in the last 12 months in Eurozone increased from 0,5% to 4,25%. The level of interest rates in Poland remained above 6% in the last financial year. Dynamic increases in interest rates were also observed in the USA. This activity was related to high inflation and pressure to reduce it.  Liquidity risk Liquidity risk management process bases on monitoring estimated cash-flows, and adjusting final maturity of assets and liabilities, analysing working capital and maintaining an access to different sources of funding. The aim of the Company is to maintain the balance between funding continuity and flexibility, through using loans. The maturity dates of liabilities as at 30/06/2023 Maturity dates 30/06/2023 in thous. EUR Total < 1 year 1-2 years 2-3 years Above 3 years Credits and loans 0 0 0 0 0 Trade liabilities 1 1 0 0 0 Other liabilities 0 0 0 0 0 Other provisions 5 5 0 0 0 Total 6 6 0 0 0 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 36 The maturity dates of liabilities as at 30/06/2022 Maturity dates 30/06/2022 in thous. EUR Total < 1 year 1-2 years 2-3 years Above 3 years Credits and loans 2 742 0 0 2 742 0 Trade liabilities 1 1 0 0 0 Other liabilities 2 2 0 0 0 Other provisions 5 5 0 0 0 Total 2 750 8 0 2 742 0  Risk related to trelated parties There are interpretations indicating the possibility of risks arising from the negative impact of links between members of the Company's management or control bodies on their decisions. This applies in particular to the impact of these ties in the scope of ongoing supervision over the Company's operations. When assessing the likelihood of such a risk, it should be considered that the supervisory bodies are subject to the control of another body - the General Meeting, and it is in the interest of the members of the Supervisory Board to perform their duties in a reliable and lawful manner.  Risk related to the shareholder structure As at the balance sheet date (30/06/2023), 38,05% of the share capital and 38,05% of votes at the Company’s General Meeting owned directly Patro Invest OU, as a result of which the above-mentioned Shareholder has a significant influence on the adopted resolutions at the General Meeting of the Company’s Shareholder.  Risk related to the economic situation in Poland and Estonia. The economic situation in Poland and Estonia have a significant impact on the financial results achieved by all entities operating in these countries, including the Company, because the success of the development of companies investing in financial instruments and conducting financial services activities largely depends on the conditions of running a business. Rising inflation may also have an impact on the business situation because it may have an impact on the level of interest rates.  Currency risk There is a currency risk in connection with the loans granted in PLN. The risk related to the possibility of fluctuations in the exchange rate of one currency in relation to another may lead to both deterioration of the financial situation of an entity and its improvement as a result of a decrease in a given receivable or an increase in this receivable. Financial assets and liabilities recognized in euros and polish zlotys did not carry considerable risk. Financial assets and liabilities recognized in euros and polish zlotys did not carry considerable risk. In the last financial year, a strong strengthening of PLN was noticeable both against EUR (+5,9%, from 4,44 into 4,70) and USD (+10%, from 4,07 into 4,49). FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 37  Risk related to the armed conflict in Ukraine. Due to the ongoing armed conflict in Ukraine, the Company's operations are moderately exposed to the consequences of the war. As at the date of publication of the report, the Company does not anticipate extending the conflict beyond the territory of Ukraine therefore, no impact on the operating activities of the Company is expected. MANAGEMENT JUDGEMENTS As at the day of preparation of the annual report, the Management Board according to their best knowledge, does not recognize any threat in terms of fulfilling his obligations and financial liquidity. The Company settles its liabilities systematically and has not taken any credits or loans taken or other significant obligations. The Company dedicates its financial resources for conducted lending activity and intends to develop this activity gradually. Possible surpluses are located on temporary deposits in safe banks. Because of the fact that the main activity of the Company is the granting of loans, the proper and prompt fulfilment of the contractual obligations of the borrowers has a significant impact on the Company's results and maintaining. Note 3. Capital management The policy of the Management Board is to maintain a solid capital base in order to maintain investor confidence and to ensure the future development of economic activity. The Company manages its capital to maintain the ability to continue the activity, considering the implementation of planned investments, so that it can generate returns for shareholders. In line with market practice, the Company monitors capital, among others, on the basis of the equity ratio and the ratio of credits, loans and other sources of financing. In order to maintain financial liquidity and creditworthiness allowing for obtaining external financing at a reasonable level of costs, the Company assumes maintaining the equity ratio at a level not lower than 0.5, and the ratio of loans, borrowings and other sources of financing / EBITDA at the level of 2.0. 30.06.2023 (thous. EUR) 30.06.2022 (thous. EUR) Equity 6 911 6 139 Total assets 6 917 8 889 Total liabilities 6 2 750 Equity ratio 1 0,69 Debt to capital ratio ** 0,001 0,31 Profit (loss) on operating activities 419 346 EBITDA 419 346 Equity ratio = equity / total assets ** Debt to capital ratio = total liabilities/ total assets EBITDA = Profit (loss) on operating activities + deprecation FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 38 Note 4. Financial assets 30.06.2023 Borrower Maturity Period during 12 months (thous. EUR) Maturity period 1-5 years (thous. EUR) Interest rate Currency of the loan granted Deadline Collaterals Elkop SE 571 5 833 WIBOR 1M + 1% PLN 31.12.2024 bill of exchange Elkop SE 280 0 WIBOR 1M + 4,5% PLN 29.11.2022 bill of exchange, mortgage Auto Kluge 30 0 24,5% PLN 31.08.2015 bill of exchange, transfer of ownership for collateral TOTAL: 881 5 833 * The loan was repaid in full by the borrower after the balance sheet date 30.06.2022 Borrower Maturity Period during 12 months (thous. EUR) Maturity period 1-5 years (thous. EUR) Interest rate Currency of the loan granted Deadline Collaterals Elkop SE 155 5 521 WIBOR 1M + 1% PLN 31.12.2024 bill of exchange Elkop SE 4 788 WIBOR 1M + 4,5% PLN 31.12.2024 bill of exchange, mortgage Damar Patro UÜ 112 2 200 2,5% EUR 31.12.2024 bill of exchange Damar Patro UÜ* 0 69 8% PLN 31.12.2024 bill of exchange Auto Kluge 30 0 10% PLN 31.08.2015 bill of exchange, transfer of ownership for collateral TOTAL: 301 8 578 FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 39 Note 5. Share capital Share capital 30/06/2023 (thous. EUR) 30/06/2022 (thous. EUR) Opening balance of share capital 28 875 7 700 Increase of share capital due to bonus issue 0 21 175 Decrease of share capital -28 687 0 Closing balance of share capital 188 28 875 In the financial year 2022/2023 the Company's share capital was reduced by EUR 28 687 thous. from EUR 28 875 thous. to EUR 188 thous. The difference from this reduction increased the value of share premium. Note 6. Shareholding structure As at 30/06/2023, the structure of shareholders directly and indirectly holding at least 5% of the total number of votes at the General Meeting was as follows: Direct shareholding structure as at 30/06/2023 No. Direct shareholders Number of shares % of shares Number of votes % of votes 1. Patro Invest OÜ 713 344 38,05 713 344 38,05 X Total 1 875 000 100,00 1 875 000 100,00 Indirect shareholding structure as at 30/06/2023 No. Indirect shareholders Number of shares % of shares Number of votes % of votes 1. Damian Patrowicz 713 344 38,05 713 344 38,05 * Damian Patrowicz owns 100% of Patro Invest OÜ To the best knowledge of the Management Board, as at the balance sheet date, i.e. 30/06/2022, the structure of shareholders directly and indirectly holding at least 5% of the total number of votes at the General Meeting was as follows: Direct shareholding structure as at 30/06/2022 No. Direct shareholders Number of shares % of shares Number of votes % of votes 1. Patro Invest OÜ 694 858 37,06 694 858 37,06 X Total 1 875 000 100,00 1 875 000 100,00 Indirect shareholding structure as at 30/06/2022 No. Indirect shareholders Number of shares % of shares Number of votes % of votes 1. Damian Patrowicz 694 858 37,06 694 858 37,06 * Damian Patrowicz owns 100% of Patro Invest OÜ FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 40 Note 7 Book value per share As at 30/06/2023 As at 30/06/2022 Book value of equity (in EUR thous.) 6 911 6 139 Number of shares (pcs) 1 875 000 1 875 000 Book value per one share (in EUR) 3,69 3,27 Basic earnings per share (in EUR) 0,29 0,13 Diluted earnings per share (in EUR) 0,29 0,005 Note 8. Credits and loans 30/06/2023 Lender Maturity period during 12 months (thous. EUR) Maturity period 1-5 years (thous. EUR) Interest rate Curre- ncy Deadline Collaterals ATLANTIS SE 0 0 WIBOR 1M + 0,5% PLN 31.12.2024 bill of exchange In the financial year 2022/2023 the loan to Atlantis SE was fully repaid. 30/06/2022 Lender Maturity period during 12 months (thous. EUR) Maturity period 1-5 years (thous. EUR) Interest rate Curre- ncy Deadline Collaterals ATLANTIS SE 0 2 742 WIBOR 1M + 0,5% PLN 31.12.2024 bill of exchange FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 41 Note 9. Revenue from interest Information on revenues and results for each industry segment In accordance with the requirements of IFRS 8, operating segments should be identified based on internal reports on those elements of the Company that are regularly verified by persons deciding about allocating resources to a given segment and assessing its financial results. The Company conducts a homogeneous activity of providing other financial services. The Company’s main activity is granting loans, there are no other activities, segment reporting is not applicable. Geographical information Revenue by Geographical regions (location of customer): GEOGRAPHICAL AREA FOR FINANCIAL ACTIVITY REVENUE FROM CUSTOMERS 01/07/2022 - 30/06/2023 (thous.EUR) REVENUE FROM CUSTOMERS 01/07/2021 - 30/06/2022 (thous.EUR) Estonia 9 55 Poland 434 317 Total 443 372 Information on leading customers In the period since 01/07/2022 to 30/06/2023 the Company achieved revenue from transactions with two customers in excess of 10% of the entity’s total revenue:  Customer no. 1 – 86,51 % of total revenues In the period since 01/07/2021 to 30/06/2022 the Company achieved revenue from transactions with two customers in excess of 10% of the entity’s total revenue:  Customer no. 1 – 83,60 % of total revenues  Customer no. 2 – 14,82 % of total revenues Note 10. Balances and transactions with related entities In the period covered by the report, the Company did not conclude transactions with related entities on other terms than market terms. Relations between members of Company’s bodies Parent company: Patro Invest OÜ in Tallinn. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 42 BALANCES AND TRANSACTIONS FOR THE PERIOD 01/07/2022 - 30/06/2023 (thous.EUR) Interest revenue Costs of the interests and other financial costs. Loan granted Loan repayments (capital) Receivables for the end of the period (including loans) Liabilities for loans and other liabilities Parent company: PATRO INVEST OU 1 0 114 114 0 0 Key members of the management and all companies directly or indirectly owned by them : ELKOP SE 428 0 0 179 6 684 0 DAMAR PATRO UU 9 0 0 2 269 0 0 ATLANTIS SE 0 40 0 0 0 0 PATRO ADMINISTRACJA SP. Z O.O. 0 0 5 5 0 0 Total 438 40 119 2 567 6 684 0 In the financial year from July 1, 2022 to June 30, 2023 FON SE repaid EUR 2 754 thous. (PLN 12 857 thous.) of the loan principal to Atlantis SE. BALANCES AND TRANSACTIONS FOR THE PERIOD 01/07/2021 - 30/06/2022 (thous.EUR) Interest revenue Costs of the interests and other financial costs. Loan granted Loan repayments (capital) Receivables for the end of the period (including loans) Liabilities for loans and other liabilities Key members of the management and all companies directly or indirectly owned by them : ATLANTIS SE 0 95 0 0 0 2 742 ELKOP SE 311 0 0 872 6 468 0 PATRO INWESTYCJE SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ 3 0 0 531 0 0 DAMAR PATRO UU 55 0 69 0 2 381 0 Total 369 95 69 1 403 8 849 2 742 In the financial year from July 1, 2021 to June 30, 2022, the Company repaid EUR 1 508 thous. (PLN 6 352 thous.) of loan principal to Atlantis SE. The Company didn't issue any letter of guarantees to the related entities in the both reporting period. Note 11. Remuneration of Management Board and Supervisory Board The Company's managing and supervising persons did not receive any payments for remuneration, guarantees and sureties in the reporting period and in the previous financial year. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 43 Note 12. Contingent assets and liabilities. The Company has no pending cases before any courts. A Tax authorities have the right to review the Company tax records for up to 5 years after submitting the tax declaration and upon finding errors, impose additional taxes, interest and fines. The tax authorities have not performed any tax audits at the Company during 2020- 2023. Note 13. Events after the balance sheet date. There are no significant events after June 30, 2023. FINANCIAL STATEMENT OF FON SE FOR THE YEAR ENDED 30/06/2023 /in thous. EUR/ page 44 VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT The Management Board confirms that the management report, corporate governance report and remuneration report as set out on pages 6 to 18 gives a true and fair view of the key events that occurred during the reporting period and their impact on the financial statements contains a description of the key risks and uncertainties, and reflects material transactions with related parties. The Management Board confirms the correctness and completeness of FON SE financial statements for the year 2022/2023 as set out on pages 19 to 43 and that:  the accounting policies used in preparing the financial statements are in compliance with International Financial Reporting Standards as adopted by the European Union;  the financial statements give a true and fair view of the financial position, financial performance and cash flows of the Company;  FON SE is going concern. Tallinn, 28/09/2023 Damian Patrowicz Member of the MB First name and last name Position …….................... Signature INDEPENDENT AUDITOR’S REPORT To the Shareholders of FON SE Opinion We have audited the financial statements of FON SE (the Company), which comprise the statement of financial position as at June 30, 2023, and the statement of profit or loss, statement of comprehensive income, statement of cash flows and statement of changes in equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (Estonia) (ISA (EE)s). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code. To the best of our knowledge and belief, we declare that non-audit services that we have provided to the Company are in accordance with the applicable law and regulations in the Republic of Estonia and that we have not provided non-audit services that are prohibited under § 59 1 of the Auditors Activities Act of the Republic of Estonia. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. Key audit matter How our audit addressed the key audit matter Valuation of loan receivables As disclosed in the Note 4 “Financial assets” to the financial statements, financial assets consist of loans and interests in the amount of 6714 thousand euros which corresponds to 97% of the Company’s assets. 99% of these loans are loans to the related parties. The value of these loans is assessed using the amortized cost method as described in the Note 1 to the financial statements. Valuation of receivables is a subjective area due to the level of judgement applied by the management, based on management’s past experience and assumptions. Our audit procedures included, amongst others: • We examined the terms of the loan agreements and checked the accounting data compliance with the agreements. • We checked the balances with the balance confirmations. • We examined and analyzed the financial data of the borrowers; we reviewed whether management’s judgements are in accordance with our understanding. • We checked the received payments of the loans after the post balance sheet date. • We assessed the adequacy of the disclosed information and compliance with IFRS requirements. Other Information, including the Management Report Management is responsible for the other information. The other information comprises the Selected Financial Data, the Management Report, the Corporate Governance Report and the Remuneration Report (but does not include the financial statements and our auditor’s report thereon). Our opinion on the financial statements does not cover the other information, including the Management report. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the Management report, we also performed the procedures required by the Auditors Activities Act. Those procedures include considering whether the Management report is consistent, in all material respects, with the financial statements and is prepared in accordance with the requirements of the Accounting Act. In accordance with the Securities Market Act with respect to the Remuneration Report, our responsibility is to consider whether the Remuneration Report includes the information in accordance with the requirements of Article 135 3 of the Securities Market Act. Based on the work undertaken in the course of our audit, in our opinion: ● the information given in the Management report for the financial year for which the financial statements are prepared is consistent, in all material respects, with the financial statements; and ● the Management report has been prepared in accordance with the requirements of the Accounting Act; ● the Remuneration Report has been prepared in accordance with Article 135 3 of the Securities Market Act. In addition, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Management report and other information that we obtained prior to the date of this auditor’s report. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (EE) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs (EE), we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Appointment and period of our audit engagement We were first appointed as auditors of FON SE for the financial year ended 30 June 2020. Our appointment has been renewed by shareholder resolutions, representing the total period of our uninterrupted engagement appointment for FON SE of 4 years. /digitally signed/ Eve Leppik License No 230 Company: Number RT OÜ License: 263 Linnu tee 21a, Tallinn 11317 28. September 2023