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Fon SE Interim / Quarterly Report 2023

Feb 22, 2024

5618_rns_2024-02-22_e28a5386-fa72-4a2b-b1b1-f0174237d0d7.pdf

Interim / Quarterly Report

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FON SE

SHORTENED FINANCIAL STATEMENTS OF FON SE

FOR THE 6-MONTH PERIOD

ENDED ON 31 DECEMBER 2023

PREPARED IN COMPLIANCE WITH

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Tallinn, 22/02/2024

TABLE OF CONTENTS

I.GENERAL
INFORMATION
3
II.STATEMENT
OF
FINANCIAL
POSITION
4
III.
PROFIT
AND
LOSS
ACCOUNT
AND
STATEMENT
OF
COMPREHENSIVE
INCOME5
IV.
STATEMENT
OF
CHANGES
IN
EQUITY6
V.
STATEMENT
OF
CASH
FLOWS7
VI.
EXPLANATIONS
TO
THE
BALANCE
SHEET
AND
PROFIT
AND
LOSS
ACCOUNT8
VII.
REPORT
OF
THE
MANAGEMENT
BOARD
15
VIII.
STATEMENT
OF
THE
MANAGEMENT
BOARD24
IX.
SELECTED
FINANCIAL
DATA
25

I. GENERAL INFORMATION

Name of the Company: FON SE

Beginning of the financial year: 1.07.2023 End of financial year: 30.06.2024

Registry code: 14617916 LEI code: 259400WB3K1M8CZO6N24 Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145 Telephone: +48-796-118-929 E-mail address: [email protected] Website: www.fon-sa.pl

Principal business activity: As of 31/12/2023, the business registered in Estonia is "Activities of financial holding companies".

Members of the Supervisory Board:

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

Member of the Management Board:

Damian Patrowicz

The duration of the Company is indefinite.

The financial statements of FON SE for the period from 01/07/2023 to 31/12/2023 are prepared in accordance with the International Financial Reporting Standards, which have been approved bythe European Union and related interpretations announced in the form of regulations of the European Commission.

II. STATEMENT OF FINANCIAL POSITION (in thous. EUR)

STATEMENT
OF
FINANCIAL
POSITION		 As
of
31/12/2023
(in
thous.
EUR)
unaudited		 As
of
30/06/2023
(in
thous.
EUR)
audited
A
s
s
e
t
s
Fixed
assets		 687 5
833
Long-term
financial
assets		 687 5
833
Current
assets		 6
608		 1
084
Short-term
receivables		 0 1
Short-term
financial
assets		 6
608		 881
Cash
and
cash
equivalents		 0 201
Short-term
accruals		 0 1
T
o
t
a
l
a
s
s
e
t
s		 7
295		 6
917
L
i
a
b
i
l
it
i
e
s
Equity 7
293		 6
911
Share
capital		 14
250		 188
Exchange
differences
due
to
conversion
into
EUR		 -352 -514
Supplementary
capital		 19
676		 29
934
Other
reserve
capitals		 0 3
805
Retained
earnings
/
Unsettled
financial
result		 -26
281		 -26
502
Long-term
liabilities		 0 0
Short-term
liabilities		 2 6
Credits
and
loans		 0 0
Trade
liabilities		 2 1
Other
liabilities		 0 0
Other
reserves		 0 5
T
o
t
a
l
li
a
b
i
l
i
ti
e
s		 7
295		 6
917
Book 7 6
value 293 911
Number
of
shares
atthe
end
of
the
period		 142
500
000		 1
875
000

III. PROFIT AND LOSS ACCOUNT AND STATEMENT OF COMPREHENSIVE INCOME (in thous. EUR)

PROFIT
AND
LOSS
ACCOUNT		 01.07.2023-
31.12.2023
(in
thous.
EUR)
unaudited		 01.07.2022-
31.12.2022
(in
thous.
EUR)
unaudited
Revenue
from
interest,
from
the
sale
of
products,
goods
and
materials		 228 220
Costs
of
products,
goods
and
materials
sold		 0 0
Gross
profit
on
sales		 228 220
General
and
administrative
expenses		 7 8
Other
operating
revenue		 0 0
Other
operating
costs		 0 9
Profit
(loss)
from
operating
activity		 221 203
Financial
revenue		 0 163
Financial
cost		 0 38
Profit
before
tax		 221 328
Net
income		 221 328
Number
of
shares
atthe
end
of
the
period		 142
500
000		 1
875
000
STATEMENT
OF
COMPREHENSIVE
INCOME		 01.07.2023- 01.07.2022-
31.12.2023 31.12.2022
(in
thous.
EUR)		 (in
thous.
EUR)
unaudited unaudited
Net
profit
for
the
period		 221 328
Other
comprehensive
income,
including:		 161 -123
Components
that
can
be
transferred
at
a
later
time		 161 -123
-
differences
from
conversion
to
EURO		 161 -123
Total
income
for
the
period		 382 205
STATEMENT
OF
CHANGES
IN
EQUITY		 01.07.2023-
31.12.2023
(in
thous.
EUR)
unaudited		 01.07.2022-
31.12.2022
(in
thous.
EUR)
unaudited
Equity
at
the
beginning
of
the
period		 6
911		 6
139
Share
capital
at
the
beginning
of
the
period		 188 28
875
Changes
of
share
capital		 14
062		 -28
687
a)
Increases
(due
to)		 14
062		 0
-
emisja
bonusowa		 14
062
b)
decreases
(due
to)		 0 -28
687
-
decrease
of
share
capital		 0 -28
687
Share
capital
at
the
end
of
the
period		 14
250		 188
Supplementary
capital
at
the
beginning
of
the
period		 29
934		 1
247
Changes
of
supplementary
capital		 -10
258		 28
687
a)
Increases
(due
to)		 0 28
687
-
decrease
of
share
capital		 0 28
687
b)
decreases
(due
to)		 -10
258		 0
-
bonus
issue		 -10
258		 0
Supplementary
capital
at
the
end
of
the
period		 19
676		 29
934
Other
reserve
capital
at
the
beginning
of
the
period		 3
805		 3
805
Changes
ofreserve
capital		 -3
805		 0
b)
decreases
(due
to)		 -3
805		 0
-
bonus
issue		 -3
805		 0
Other
reserve
capital
at
the
end
of
the
period		 0 3
805
Retained
earnings
/
Unrealized
lossesfrom
previous
years
at
the
beginning
of
the
period		 -26
502		 -27
045
Increase
(due
to)		 221 328
-
profit/loss
for
the
period		 221 328
Retained
earnings
/
Unrealized
lossesfrom
previous
years
at
the
end
of
the
period		 -26
281		 -26
717
Exchange
differences
at
the
beginning
of
the
period		 -514 -743
Changes
of
exchange
differences		 162 -123
a)
decreases		 0 123
b)
increases		 162 0
Exchange
differences
at
the
end
of
the
period		 -352 -866
Equity
at
the
end
of
the
period		 7
293		 6
344

IV. STATEMENT OF CHANGES IN EQUITY (in thous.EUR)

V. STATEMENT OF CASH FLOW (in thous. EUR)

01.07.2023- 01.07.2022-
STATEMENT
OF
CASH
FLOW		 31.12.2023 31.12.2022
(in
thous.
EUR)		 (in
thous.
EUR)
OPERATING
ACTIVTIES		 unaudited unaudited
Gross
profit		 221 328
Total
adjustments		 -422 2
242
Loans
granted		 -660 0
Received
loans
repayments		 29 2
206
Interest
and
share
in
profits
(dividends)		 211 32
(Profit)
loss
on
investing
activities		 0 0
Change
in
reserves		 -5 -5
Change
in
receivables
and
active
accruals		 1 8
Change
in
liabilities		 1 0
Change
in
the
status
of
passive
accruals		 1 1
Other
adjustments		 0 0
I.
Net
cash
flows
from
operating
activities		 -201 2
570
INVESTING
ACTIVITIES
Inflows
from
investing
activities		 0 0
Sale
of
financial
assets		 0 0
II.
Net
cash
flows
from
investing
activities		 0 0
FINANCING
ACTIVITIES
I.
Inflows		 0 0
II.
Outflows
due
to
financing
activities		 0 2
569
Repayments
of
credits
and
loans		 0 2
531
Interest 0 38
III.
Net
cash
flow
from
financing
activities		 0 -2
569
Total
net
cash
flows
(I+/-II+/-III)		 -201 1
Balance
sheet
change
in
cash		 -201 1
Cash
at
the
beginning
of
the
period		 201 1
Cash
at
the
end
of
the
period		 0 2

VI. EXPLANATIONS TO THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

SHORT-TERM FINANCIAL ASSETS

As atDecember 31, 2023, the Company has the following short-term loans granted:

SHORT-TERM
LOANS
(thous. EUR)
as
of
31/12/2023
Name
of
the
Headquarter
entity		 The
loan		 amount
in
thousand		 The
outstanding
in		 loan
amount
to
be
repaid
thousand		 Interest Term
of
repayment		 Collateral
Amount Currency Amount Currency
ELKOP
SE		 Płock 6
104		 EUR 6
382		 EUR WIBOR1M+1% 31.12.2024 blank
promissory
note
ELKOP
SE		 Płock 4
208		 EUR 226 EUR WIBOR1M+4,5% 31.12.2024 blank
promissory
note,
mortgage
Total: 10
312		 EUR 6
608		 EUR
SHORT-TERM
LOANS
(thous.
PLN)
as
of
31/12/2023
Name
of
the
entity		 Headquarter The
loan
amount
in
thousand		 The
loan
amount
outstanding
to
be
repaid
in
thousand		 Interest Term
of
repayment		 Collateral
Amount Currency Amount Currency
ELKOP
SE		 Płock 27
200		 PLN 27
692		 PLN WIBOR1M+1% 31.12.2024 blank
promissory
note
ELKOP
SE		 Płock 18
752		 PLN 982 PLN WIBOR1M+4,5
%		 31.12.2024 blank
promissory
note,
mortgage
Total: 45
952		 PLN 28
674		 PLN

As atJune 30, 2023, the Company had the following short-term loans granted:

SHORT-TERM
INVESTMENTS
IN
CREDITS
AND
LOANS
FOR
OTHER
AND
RELATED
ENTITIES
(in
thous.
EUR)
Amount Currency Amount Currency
Elkop
SE		 Płock 6
104		 EUR 571 EUR WIBOR1M+1% 31.12.2024 blank
promissory
note
Elkop
SE		 Płock 4
208		 EUR 280 EUR WIBOR1M+4,5% 31.12.2024 blank
promissory
note,
mortgage
Auto
Kluge*		 Płock 112 EUR 30 EUR 10,0% 31.08.2015 blank
promissory
note,
transfer
of
ownership
Total: 10
424		 EUR 881 EUR

*The loan was repaid in full by the borrower after the balance sheet date

SHORT-TERM
INVESTMENTS
IN
CREDITS
AND
LOANS
FOR
OTHER
AND
RELATED
ENTITIES
(in
thous.
PLN)
(thous.
PLN)		 as
of		 30/06/2023
Name
of
the
entity		 Headquarter The
loan
amount
in
thousand		 loan
amount
outstanding
to
be
in
thousand		 Interest Term
of
repayment		 Collateral
Amount Currency Amount Currency
Elkop
SE		 Płock 27
200		 PLN 2
534		 PLN WIBOR1M+1% 31.12.2024 blank
promissory
note
Elkop
SE		 Płock 18
752		 PLN 1
242		 PLN WIBOR1M+4,5% 31.12.2024 blank
promissory
note,
mortgage
Auto
Kluge		 Płock 500 PLN 134 PLN 24,5% 31.08.2015 blank
promissory
note,
transfer
of
ownership
Total: 46
452		 PLN 3
910		 PLN

LONG-TERM FINANCIAL ASSETS

As atDecember 31, 2023 the Company has the following long-term loans granted:

LONG-TERM
LOANS
(thous.
EUR)
as
of
31/12/2023
Name
of
the
entity		 Headquarter The
loan
amount
in
thousand		 The
loan
amount
outstanding
to
be
repaid
in
thousand		 Interest Term
of
repayment		 Collateral
Amount Currency Amount Currency
Patro
Invest
OÜ		 Tallinn 548 EUR 560 EUR 8% 31.12.2026 blank
promissory
note
Damar
Patro
UÜ		 Tallinn 124 EUR 127 EUR 8% 31.12.2026 blank
promissory
note
Total: 672 EUR 687 EUR
LONG-TERM LOANS
(thous.
PLN)
as		 of
31/12/2023
Name
of
the
entity		 Headquarter The
loan
amount
in
thousand		 The
loan
amount
outstanding
to
be
repaid
in
thousand		 Interest Term
of
repayment		 Collateral
Amount Currency Amount Currency
Patro
Invest
OÜ		 Tallinn 2
380		 PLN 2
431		 PLN 8% 31.12.2026 blank
promissory
note
Damar
Patro
UÜ		 Tallinn 551 PLN 565 PLN 8% 31.12.2026 blank
promissory
note
Total: 2
931		 PLN 2
996		 PLN

As atJune 30, 2023, the Company has the following long-term loans granted:

LONG-TERM
INVESTMENTS
IN
CREDITS
AND
LOANS
(in
thous.
EUR)
FOR
RELATED
ENTITIES
Name
of
the
entity		 Headquarter The
loan
amount
in
thousand		 The
loan
amount
outstanding
to
be
repaid
in
thousand		 Interest Term
of
repayment		 Collateral
Amount Currency Amount Currency
Elkop
SE		 Płock 6
104		 EUR 5
833		 EUR WIBOR1
M+1%		 31.12.2024 blank
promissory
note
Total: 6
104		 EUR 5
833		 EUR
LONG-TERM
FOR
RELATED		 INVESTMENTS
ENTITIES		 IN
CREDITS
(in		 AND
LOANS
thous.
PLN)
Name
of
the
entity		 Headquarter The
loan
The
loan
amount
in
outstanding
thousand
repaid
in		 amount
to
be
Interest
thousand		 Term
of
repayment		 Collateral
Amount Currency Amount Currency
Elkop
SE		 Płock 27
200		 PLN 25
893		 PLN WIBOR1M+
1%		 31.12.2024 blank
promissory
note
Total: 27
200		 PLN 25
893		 PLN

The Issuer did not grant any guarantees to any entities.

TRANSACTIONS WITH RELATED ENTITIES

First half of 2023

01.07.2023 – 31.12.2023:

THE
PARTIES
FOR
-
31/12/02023
EUR)
01/07/2023
D
NS
PERIO
(thous.
NSACTIO
RELATED
TRA		 revenue
Interest		 related
other
costs
for
and
financial
costs
entities
Interest		 granted
Loans		 repayments
Loans		 the
period
at
loans)
receivables
the
(including
of
end
Other
PATRO
INVEST
OU		 11 0 536 0 560
ELKOP
SE		 213 0 0 0 6
608
DAMAR
PATRO
UU		 3 0 124 0 127
Total
(in
thous.
EUR)		 227 0 660 0 7
295

First half of 2022

01.07.2022 – 31.12.2022:

THE
PARTIES
FOR
-
31/12/02022
EUR)
01/07/2022
D
NS
PERIO
(thous.
NSACTIO
RELATED
TRA		 related
goods
products,
to
entities
materials
of
Sale
and		 related
other
costs
for
and
financial
costs
entities
Interest		 the
from
at
loans)
parties
period
receivables
(including
related
the
of
Other
end		 and
the
entities
of
supplies
end
related
the
for
at
to
Liabilities
services
period		 loans
related
to
entities
due
to
other
Liabilities
and
ATLANTIS
SE		 0 38 0 0
191
ELKOP
SE		 225 0
6
507		 0
0
DAMAR
PATRO
UU		 121 0 0 0
0
Total
(in
thous.
EUR)		 346 38
6
507		 0
191

Personal relationships between the Company's Management and Supervisory Bodies

Dominant entity: Patro Invest OÜ in Tallinn (directly), Mr. Damian Patrowicz (indirectly by Patro Invest OǕ).

Entities related by personal ties in the composition of a Supervisory Board and due to the dominant direct and indirect shareholder: INVESTMENT FRIENDS CAPITAL SE, Atlantis SE, Elkop S.A., Investment Friends SE, Patro Invest Sp. z o.o. w likwidacji, Patro Invest OÜ, Damar Patro UÜ.

Management Board:

Damian Patrowicz – performs the function of the single Member of the Management Board of the Company and Patro Invest OÜ, is also Member of the Management Board in Patro Administracja Sp. z o.o., INVESTMENT FRIENDS CAPITAL SE, Atlantis SE and performs function of the Member of the Supervisory Board in: Elkop SE, isa shareholder of Patro Invest OÜ. Damian Patrowicz is a General Partner in Damar Patro UÜ and shareholder of Patro Invest Sp. z o.o. in liquidation.

Supervisory Board:

  • Wojciech Hetkowski Chairman of the Supervisory Board performs a function of a Member of the Supervisory Board in: Atlantis SE, Elkop SE, Investment Friends SE, INVESTMENT FRIENDS CAPITAL SE.
  • Jacek Koralewski Member of the Supervisory Board performs a function of Chairman of the Management Board in: Elkop SE and Member of the Supervisory Board in: Atlantis SE, Investment Friends SE, Investment Friends Capital SE and FON SE.
  • Małgorzata Patrowicz Secretary of the Supervisory Board acts as the Liquidator of Patro Invest Sp.z o.o in liquidation and aMember of the Management Board at Patro Administracja Sp. z o.o. in addition, she is a Member of the Supervisory Board of Atlantis SE, Elkop SE, Investment Friends Capital SE, Investment Friends SE.
  • Martyna Patrowicz Supervisory Board Member serves as a Supervisory Board Member in: Atlantis SE, Elkop SE, Investment Friends Capital SE, Investment Friends SE.

Patro Invest OÜ, i.e. the largest shareholder of FON SE, is also the dominant shareholder of ELKOP SE, ATLANTIS SE, Investment Friends SE, Investment Friends Capital SE and Patro Administracja Sp. z o.o. The general partner at Damar Patro UÜ is a member of the FON SE Management Board. Shareholder of Patro Invest Sp z o.o. in liquidation is an indirect shareholder of FON SE.

VII. REPORT OF THE MANAGEMENT BOARD

MAIN AREAS OF THE ACTIVITY, PRODUCTS AND SERVICES' GROUPS.

In the reporting period, the main activity of the Company was financial activity: providing the loans. The decisive role in the structure of the Company's revenues in the reporting period were revenues related to financial activities.

The Company, implementing its business profile in the field of granting loans concluded agreements with Estonian entities. Due to the nature of the business, there are no sources of goods and materials.

GENERAL (MACROECONOMIC) DEVELOPMENT OF THE ENVIRONMENT IN WHICH THE COMPANY IS OPERATED AND THE IMPACT OF THIS DEVELOPMENT ON ITS FINANCIAL EFFICIENCY.

The Company conducts financial activities, in particular, related to granting cash loansto natural persons and business entities, most often from the micro and small enterprises sector. The company sees the development potential in the provision of financial services to this type of entities and intends to consistently continue its activities in this segment.

INFORMATION WHETHER THE COMPANY'S OPERATING ACTIVITY IS BASED ON SEASONALITY OR IS IT CYCLICAL.

In the reporting period, the basic activity of the Company was financial service (loan), therefore there is no seasonality or cyclicality.

FINANCIAL INSTRUMENTS, POLICY AND RISK MANAGEMENT AND RISKS CONNECTED WITH THE CURRENCY EXCHANGE, INTEREST RATE AND COURSES OF SHARES, WHICH APPEARED IN THE FINANCIAL YEAR OR DURING THE PREPARATION OF THEREPORT.

The main typesof 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 its following. The Company's risk management rules aimed at identifying and analysing the risks to which the Company is exposed, determining appropriate limits and controls, and also monitoring risk and adjusting the level of limits matched to it.

THE MOST IMPORTANT INVESTMENTS MADE DURING THE FINANCIAL YEAR AND PLANNED FOR THE NEAREST FUTURE.

Due to the Company's basic activity in the field of financial services in the field of granting cash loans to business entities, the most important investments of the Company in the reporting period concerned granted loans. In the near future, the Company intends to continue its main lending activities, therefore the Management Board believes that future significant investments will also be implemented in this area.

SIGNIFICANT RESEARCH AND DEVELOPMENT PROJECTS AND RELATED TO THEM FINANCIAL EXPENDITURES IN THE FINANCIAL YEAR AND NEXT YEARS.

Due to the specifics of the Company's main activity i.e. financial services, the Company does not conduct research and development projects.

CAPITAL SHARE STRUCTURE INCLUDING THE SECURITIES THAT ARE NOT APPROVED TO TRADING ON THE REGULAR MARKET OF THE CONTRACTING COUNTRIES AND IF POSSIBLE, DATA OF VARIOUS CLASSES OF INSTRUMENTS, RIGHTS AND OBLIGATIONS CONNECTED WITH EVERY CLASS OF SECURITIES AND ITS PERCENTAGE SHARE IN SHARE CAPITAL OF THE COMPANY

From May 27, 1999 FON SE shares are listed on the Warsaw Stock Exchange.

As of December 20, 2023 the Company's share capital amounts to 14 250 thous. EUR and consists of 142 500 000 shares without nominal value with a book value of EUR 0,10.

The shares are freely transferable and have no statutory restrictions.

ANY RESTRICTIONS APPLIED BY THE COMPANY'S STATUE ON THE TRANSFERABILITY OF SECURITIES, ALSO INCLUDING LIMITATIONS ON THE OWNERSHIP OF SECURITIES OR THE NECESSITY OF OBTAINING THE COMPANY OR OTHER OWNERS OF THE SECURITIES CONSENT.

The Company's Articles of Association do not impose any restrictions on the transferability of securities limitation on the ownership of securities or the necessity to obtain the consent of the Company or other owners of securities.

SIGNIFICANT SHARE PACKAGES IN ACCORDANCE WITH THE PROVISIONS OF § 185 THE SECURITIES MARKET ACT

To the bestknowledge of the Management Board, as at February 22, 2024, 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 of 22/02/2024:

No Direct
shareholder		 No.
of
shares		 %
shares		 Number
of
votes		 %
votes
1. Patro
Invest
OÜ		 57
757
500		 40,53 57
757
500		 40,53
X Totally 142
500
000		 100,00 142
500
000		 100,00

Indirect shareholding structure as of 22/02/2024:

No Indirect
shareholder		 No.
of
shares		 %
shares		 Number
of
votes		 %
votes
1. Patro
Invest
OÜ		 57
757
500		 40,53 57
757
500		 40,53
2. Damian
Patrowicz		 57
757
500		 40,53 57
757
500		 40,53

*Damian Patrowicz owns 100% of the shares of Patro Invest OU

To the bestknowledge of the Management Board, as at31/12/2023, the structure of shareholders directly and indirectly holding at least 5% of the total number of votes atthe General Meeting was as follows:

Direct shareholding structure as of 31/12/2023:

No Direct
shareholder		 No.
of
shares		 %
shares		 Number
of
votes		 %
votes
1. Patro
Invest
OÜ		 57
757
500		 40,53 57
757
500		 40,53
X Totally 142
500
000		 100,00 142
500
000		 100,00

Indirect shareholding structure as of 31/12/2023:

No Indirect
shareholder		 No.
of
shares		 %
shares		 Number
of
votes		 %
votes
1. Patro
Invest
OÜ		 57
757
500		 40,53 57
757
500		 40,53
2. Damian
Patrowicz		 57
757
500		 40,53 57
757
500		 40,53

*Damian Patrowicz owns 100% of the shares of Patro Invest OU

ALL LIMITATIONS AND AGREEMENTS RELATED TO THE RIGHT TO VOTE AND IF THE PREFERENCE SHARES GIVE THE RIGHT TO VOTE, INCLUDING RESTRICTIONS OF VOTING RIGHTSIN A CERTAIN SCOPE OF OWNERSHIP OR SPECIFIC NUMBER OF VOTES, CONDIDTIONS INDICATED TO EXERCISE OF VOTING RIGHTSOR A SYSTEM IN WHICH FINANCIAL RIGHTS CONNECTED WITH SECURITIES AND THEIR OWNERSHIP ARE SEPARAED WITH ANY AGREEMENT WITH THE COMPANY.

In accordance with the provisions of point 2.3 of the Company's Articles of Association, the Company holds one type of share.

PROVISIONS AND RULES OF ELECTION, APPOINTMENT, RESIGNATION AND DISMISSAL OF THE COMPANY'S MANAGEMENT BOARD MEMBERS ESTABLISHED BY LAW.

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 Board.

RESOLUTIONS AND RULS OF MAKING AN ALTERNATION IN THE ARTICLE OF ASSOCIATION SETTLED BY LAW.

In accordance with point 4.9.1 of the Company's Articles of Association, amendment of the Company's Articles 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 at the General Meeting there is more than half of all votes represented in company shares, 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 ahalf ofall represented at the General Meeting votes are for the resolution, and if there is no other requirement arising from applicable legal acts.

AUTHORIZING MEMBERS OF THE MANAGEMENT BOARD OF THE COMPANY, INCLUDING AUTHORIZING TO ISSUING AND BUYING BACK SHARES.

During the reporting period the Management Board was not authorized to issue orrepurchase shares.

DESCRIPTION OF THEBASIC ECONOMIC AND FINANCIAL DATA REVEALED IN THE ANNUAL FINANCIAL STATEMENT AND DESCRIPTION OF THEFACTORS AND THE MOST IMPORTANT UNTYPICAL EVENTS HAVING SIGNIFICANT INFLUENCE ON THE ACTIVITY OF THE COMPANY AND ACHIEVED PROFITS OR LOSSES IN THE FINANCIAL YEAR.

The Company in the reporting period recorded:

  • Revenue from interest, the sale of lands, product in the amount 228 thous. EUR.
  • Gross profit in amount of 228 thous. EUR.
  • Profit from operating activity in the amount 221 thous. EUR.
  • Net profit in the amount 221 thous. EUR.
  • Financial costs in the amount of 0 thous. EUR.
  • General administrative costs in the reporting period in the amount of 7 thous. EUR.

In the reporting period, the Company obtained income mainly from interest on loan activities.

INDICATION OF PENDING PROCEEDINGS IN THE COURT, COMPETENT AUTHORITY FOR ARBITRATION PROCEEDINGS OR PUBLIC ADMINISTRATION AUTHORITY

In the reporting period, the Company has not initiated and has not become a party of any new, important judicial or administrative proceedings.

INFORMATION ON TRANSACTIONS CONCLUDED BY THE COMPANY OR A SUBSIDIARY OF THE COMPANY WITH RELATED ENTITIES OTHER THAN MARKET CONDITIONS, WITH THEIR AMOUNTS AND INFORMATION DEFINING THE NATURE OF THESE TRANSACTIONS.

In the period covered bythis report, the Company did not conclude any significant transactions with related entities on terms other than market terms. Transactions significant in the opinion of the Management Board, including with related entities, are described in point VI of this Financial Statement.

INFORMATION ABOUT LOANS GRANTED IN A GIVEN FINANCIAL YEAR, WITH SPECIAL CONSIDERATIONS OF LOANS GRANTED TO THE COMPANY'S AFFILIATED ENTITIES, WITH THEIR AMOUNT,TYPE AND AMOUNT OF THE INTEREST RATE, CURRENCY AND DUE DATE.

The loans granted by the Company are described in point VI Loans with related entities.

ASSESSMENT AND ITS JUSTIFICATION, REGARDING MANAGEMENT OF FUNDS, SPECIFYING ABILITY TO DISCHARGE FROM TAKEN OBLIGATIONS, AND INDICATION OF POSSIBLE THREATS AND ACTIONS WHICH THE COMPANY UNDERTOOK OR INTENDS TO UNDERTAKE IN ORDER TO PREVENT THOSE THREATS.

In the reporting period for the year from 01/07/2023 until 31/12/2023 there were no events significant in the opinion of the Management Board that could significantly affect the assessment and change of the Company's financial assets and the ability to meet the Company's obligations.

ASSESSMENT OF POSSIBILITY OF REALIZATION OF INVESTMENT INTENTIONS, INCLUDING CAPITAL INVESTMENTS, IN COMPARISON WITH OWNED INSTRUMENTS TAKING INTO ACCOUNT POSSIBLE CHANGES IN THE STRUCTURE OF FINANCING OF THIS ACTIVITY.

The Company mainly conducts service activities, granting non-consumer cash loans to business entities. The current lending activity is financed from the Company's own funds. The Company intends to carry out further activities in the area of granting loans and possible investments mainly from its own funds.

ASSESSMENT OF FACTORS AND ATYPICAL EVENTS HAVING INFLUENCE ON RESULT FROM OPERATING FOR THE FINANCIAL YEAR, SPECIFYING LEVEL OF INFLUENCE OF THESE FACTORS OR ATYPICAL EVENTS ON OBTAINED RESULT.

In accordance with the assessment and the best knowledge of the Management Board, in the reporting period from 01/07/2023 to 31/12/2023 there were no unusual factors and events that could have a significant impact on the assessment and financial position of the Company and the ability to meet its obligations .

CHARACTERISTIC OF EXTERNAL AND INTERNAL FACTORS SIGNIFICANT FOR DEVELOPMENT OF THE ENTERPRISE OF THE COMPANY AND DESCRIPTION OF PERSPECTIVES FOR DEVELOPMENT OF THE COMPANY'S ACTIVITY, AT LEAST TO THE END OF THE FINANCIAL YEAR FOLLOWING THE YEAR COVERED BY THE FINANCIAL STATEMENTS INCLUDED IN THE ANNUAL REPORT, SPECIFYING ELEMENTS OF MARKET STRATEGY WORKED OUT BY THE COMPANY.

Taking into account the Company's leading activity, including financial service activities in the field of granting non-consumer cash loans in the Company's opinion, significant influence on development and results, currently have and will have the following internal and external factors:

  • general market prosperity on lending market and level of interest rates,

  • proper realization by the Borrowers of their obligations resulting from concluded loan agreements, as well as course of execution process and vindication of loans terminated, if such agreements occurs,

  • efficiency of procedures and administrative and legal proceedings in which a possible participant or a part can be the Company,

  • opportunity to gain possible borrowers,- market prosperity on capital markets,
  • economic situation and investing circumstances in Poland, Estonia and the region,
  • access to external financing sources,
  • cooperation with other financial entities,

In the next financial year, the Management Board intends to continue and develop the Company activity in the field of financial service activity, focusing mainly on granting cash loans for the business entities.

ANY AGREEMENTS BETWEEN THE COMPANY AND ITS MANAGEMENT BOARD WHICH PROVIDE COMPENSATIONS IN THE CASE OF RESIGNATION OR THEIR EXPELLING FROM HELD FUNCTION WITHOUT AN IMPORTANT REASON OR IF THEIR DISMISSAL OR EXPELLING HAPPEN DUE TO MERGER OF TAKOVER OF THE COMPANY.

The Company has not concluded any agreements with the managing staff.

INFORMATION ON AN AVERAGE EMPLOYMENT.

In the reporting period, the Company did not employ any people.

INDICATION OF TOTAL NUMBER AND NOMINAL VALUE OF ALL SHARES (STOCKS) OF THE COMPANY AND SHARES IN RELATED ENTITIES OF THE COMPANY OWNED BY THE MANAGING AND SUPERVISING PERSONS OF THE COMPANY.

Members of the Management Board

As at the date 31/12/2023 and as at the date of publication of this periodical report, the Member of the Management Board Mr. Damian Patrowicz owns indirectly the Company's shares. According to the best knowledge of the Management Board, Mr. Damian Patrowicz owns indirectly, via his subsidiary Patro Invest OÜ 57 757 500 shares of FON SE, constituting 40,53% of the share capital of the Company and entitling to 57 757 500 votes what constitute 40,53% of the votes at the General Meeting of the Company asat the date of publication of this periodical report.

Member of the Supervisory Boards

According to the knowledge of the Management Board of FON SE, Members of the Supervisory Board as atthe balance date and as atthe date of publication of the periodical report do not own directly and indirectly shares of the Company.

INFORMATION ON FINANCIAL INSTRUMENTS IN TERMS OF:

1) risks: prices' change, credit, significant interruptions of cash flows and loosing of financial liquidity, to which the entity is exposed

2) applied by the entity goals and methods of financial risk management, along with securing methods of significant kinds of planned transactions for which hedging accountancy is applied.

The Company has no formalized system of financial riskmanagements. Decisions on application of securing instruments for planned transactions are made on the basis of current analyse of the Company's situation and its environment.

INFORMATION ON THE CONTRACT AND THE ENTITY AUTHORIZED TO AUDIT THE COMPANY'S FINANCIAL STATEMENTS..

Pursuant to the Articles of Association, the body authorized to selecta statutory auditor is the General Meeting of Shareholders. The financial statements for the period 01/07/2021 - 30/06/2022 and 01/07/2022 - 30/06/2023 were audited byNumber RT OÜ based in Harju maakond, Tallinn, Kristiine linnaosa, Linnu tee 21a, 11317, company registration number 10213553.

OTHER INFORMATION WHICH IN THE VIEW OF THE COMPANY ARE SIGNIFICANT FOR ASSESSMENT OF THE FINANCIAL, PERSONNEL, MATERIAL SITUATION, FINANCIAL RESULT AND CHANGES OF THEM AND INFORMATION WHICH ARE IMPORTANT FOR ASSESSING THE POSSIBILITY TO REALIZATION THE LIABILITIES BY THE COMPANY.

In the reporting period, except those indicated in the report, there have not occurred any other events, which could significantly influence on an assessment and change of the material and financial situation of the Company and its possibility to fulfil its liabilities to the bestknowledge of the Management Board. The Company maintain business concept involving cost optimization, including minimization of personnelsourced through outsourcing majority of the Company's areas.Loans granted have a significant impact on the Company's results.

As the subject of the company's activity is financial activity, including lending activity, the correct and timely fulfilment of the Borrowers' obligations towards the Company, resulting from the concluded loan agreements,also has a significant impact on the Company's liquidity.

INDICATION OF FACTORS WHICH ON THE VIEW OF THE COMPANY WILL HAVE INFLUENCE ON ACHIEVED RESULTS IN THE PERSPECTIVE OF AT LEAST THE NEXT QUARTER.

To the knowledge of the Management Board, significant external and internal factors, which have indirect or direct influence on the development of FON SE are as follows:

a) situation on the financial market, on loan market and interest rates, which will have influence on realization the basic business profile of the Company – granting loans.

b) Proper fulfilling the conditions of the agreements within due time of liabilities repayment to the Company, and possible foreclosures and debt collection of (if any) undischarged loans

c) Business cycle on capital markets having influence on financial instruments owned by the Company, its valuation and liquidity of owned securities

List of the most important events in the reporting period.

Registration of Changes in the Company's Articles of Association

On 20 December 2023 the CommercialCompanies Register (Ariregister) competent for Estonia's law registered an increase in the share capital (bonus issue) of FON SE resulting from the resolutions adopted at the Ordinary General Meeting of Shareholders on 23/11/2023 .

In connection with the above, the current wording of point 2.1 and 2.4 of the Company's Articles of Association is as follows:

"2.1.The minimum amount of share capital of the Company is 14 250 000 (fourteen million two hundred fifty thousand) euros and the maximum amount of share capital is 57 000 000 (fifty seven million) euros."

"2.4 The minimum number of the shares of the Company without nominal value is 142 500 000 (one hundred forty-two million five hundred thousand) shares and the maximum number of the shares of the Company without nominal value is 570 000 000 (five hundred seventy million) shares."

Currently, the share capital of FON SE amounts to EUR 14 250 000 and is divided into 142 500 000 shares without par value with a book value of EUR 0,10 each.

RATIO 31/12/2023
(unaudited)
in
thous.
EUR		 30/06/2023
(audited)
in
thous.
EUR
EBITDA 221 419
ROA 3,03
%		 7,85
%
ROE 3,03
%		 7,86
%

Selected indicators of Investment Friends Capital SE:

EBITDA - profit before interest, taxes, amortization of intangible assets (EBIT + depreciation),

ROA - return on assets, is the ratio of the company's net profit to the value of its assets (net profit / asset value * 100),

ROE - return on equity, is the ratio of the company's net profit to its equity (net profit / equity * 100),

VIII. STATEMENT OF THE MANAGEMENT BOARD

The Management Board of FON SE declares that, to the best of its knowledge, these financial statements and comparable data have been prepared in accordance with the financial reporting principles applicable to the Issuer and that they reflect truthfully, fairly and clearly the property and financial situation of the Issuer and its financial result.

The Management Board's report on the activities of FON SE provides a true picture of the development, achievements and situation of the Company, including a description of the main threats and risks.

These financial statements have been prepared with the application of the accounting principles in accordance with the International Financial Reporting Standards. This report covers the period from July 1, 2023 to December 31, 2023, ie the first half of the 2023/2024 financial year and the comparative period from July 1, 2022 to December 31, 2022, ie the first half of the 2022/2023 financial year.

IX. SELECTED FINANCIAL DATA

In
thous.
EURO		 6
months
ended
31/12/2023
(unaudited)		 6
months
ended
31/12/2022
(unaudited)
Revenue
from
interest,
from
the
sale
of
products,
goods
and
materials		 228 220
Profit
from
operating
activitiy		 221 203
Profit
before
tax		 221 328
Net
cash
flow
from
operating
activities		 -201 2
570
Net
cash
flow
from
investing
activities		 0 0
Net
cash
flows
from
financing
activities		 0 -2
569
Change
in
cash
and
cash
equivalents		 -201 1
Total
assets*		 7
295		 6
917
Short-term
liabilities*		 2 6
Share
capital*		 14
250		 188
Number
of
shares
(in
pcs.)		 142
500
000		 1
875
000
Book
value
per
one
ordinary
share
(in
EURO)		 0,05 3,69

*For balance sheet items marked with an asterisk, the data presented in the second column covers the status as at June 30, 2023.

Tallinn, 22/02/2024

Signature of Management Board

Damian Patrowicz Member of the Management Board

First name and last name Function

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