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Fon SE Proxy Solicitation & Information Statement 2020

Sep 16, 2020

5618_rns_2020-09-16_65d60136-14a4-444e-98c3-9d626581a4ff.pdf

Proxy Solicitation & Information Statement

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FON SE PRE-VOTING FORM FOR THE EXTRAORDINARY GENERAL MEETING

CONVENED ON 8 OCTOBER 2020

To vote on the draft resolutions prior to the Extraordinary General Meeting of FON SE (registry code 14617916), taking place on 8 October 2020 at 12:00 Warsaw Time, the Management Board of FON SE requests thatthe shareholder send this document on paper with a handwritten signature to Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145, Estonia prior to the start of the Extraordinary General Meeting. Please make sure to fill out all the information requested in this form and include any additional documents required to prove your capacity to act in the name of the shareholder.

Shareholder's information

The shareholder's (natural person's) name, the shareholder's (legal person's) title, contacts (phone number and email):

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________

The shareholder's (natural person's) personal code or shareholder's (legal person's) registry code:

The number of shares held:

The name ofthe shareholder's representative and basis forrepresentation (legal representative or representation by an authorised representative on the basis of a power ofattorney):

VOTING:

Please underline the option you choose in the table, "YES" or "NO" or "ABSTAINS".

Item
of
the
agenda
Draft
of
the
resolution
/
decision
Shareholder's
voting
1. Conversion
of
1.
To
convert
1
425
000
of
the
B-
YES
NO
1
425
000
of
the
shares
belonging
to
Patro
Invest
ABSTAINS
B-shares
into
A-shares
of
the
Company
belonging
to
Patro
Invest

into
A-
1.1.
To
convert
1
425
000
B-shares
of
the
shares
of
the
Company,
belonging
to
Patro
Invest
Company
and
secured
by
a
pledge,
into
A-
shares
of
the
Company,
as
defined
in
the
Articles
of
Association
of
the
Company.
1.2.
As
a
result
of
the
conversion
of
shares,
the
Company's
share
capital
shall
consist
of
44
174
250
A-shares
and
8
325
750
B-shares.
Patro
Invest

shall
own
8
549
250
A-shares
and
8
325
750
B-shares.
1.3.
No
shares
shall
be
cancelled,
or
new
shares
shall
be
issued
as
part
of
the
conversion
of
1
425
000
Patro
Invest
OÜ's
B-shares
into
A-shares.
The
shares
shall
be
converted
in
accordance
with
§
235
(2)
of
the
Commercial
Code.
1.4.
To
authorize
and
oblige
the
Company's
Management
Board
to
take
all
legal
and
factual
actions
related
to
the
conversion
of
the
class
of
shares
resulting
from
the
content
of
these
resolutions,
including
in
particular
the
extraordinary
general
meeting
decides
to:
1.4.1.authorize
and
oblige
the
Management
Board
of
the
Company
to
register
the
conversion
of
the
Company's
shares
in
the
National
Depository
of
Securities
and
in
the
parent
deposit
of
NASDAQ
CSD
kept
for
the
Company.
1.5.
Section
1
of
these
resolutions
shall
enter
into
force
at
the
moment
of
their
adoption.
2. Amendment
of
the
articles
of
association
of
the
Company
and
approval
of
the
2.
To
amend
the
articles
of
association
YES
of
FON
SE
and
approve
the
new
version
of
the
articles
of
association
of
FON
SE
NO
ABSTAINS
new
version
of
the
articles
of
association
of
the
Company
2.1.
To
add
the
following
section
4.8
to
the
articles
of
association:
"4.8
The
shareholders
may
not
vote
prior
to
the
general
meeting
as
per
§
2
298
of
the
Commercial
Code."
2.2.
To
approve
the
new
version
of
the
Company's
articles
of
association
with
the
abovementioned
amendment.
2.3.
Section
2
of
these
resolutions
shall
enter
into
force
at
the
moment
the
new
version
of
the
articles
of
association
adopted
under
these
resolutions
is
entered
into
the
Estonian
Commercial
Register.

__________ ____________________________________________________________

/Date/ Shareholder (or any other person entitled to vote on behalf of the shareholder), the name, signature, legal person seal)

Appendices:

  • current extract from commercial registry
  • power of attorney or other proof of right of representation