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Fon SE — Proxy Solicitation & Information Statement 2020
Aug 17, 2020
5618_rns_2020-08-17_00453c51-ea83-407c-9a60-617176ce069c.pdf
Proxy Solicitation & Information Statement
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FON SE PRE-VOTING FORM FOR THE EXTRAORDINARY GENERAL MEETING
CONVENED ON 8 SEPTEMBER 2020
To vote on the draft resolutions prior to the Extraordinary General Meeting of FON SE (registry code 14617916), taking place on 8 September 2020 at 12:00 Warsaw Time, the Management Board of FON SE requests that the 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 | OÜ into A-shares of the Company |
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| belonging to Patro |
||||||
| Invest OÜ into A- |
1.1. | To convert 1 425 000 B-shares of the |
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| shares of the |
Company, belonging to Patro Invest |
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| Company | OÜ and secured by a pledge, into A- |
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| shares of the Company, as defined in |
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| the Articles of Association of the |
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| Company. | ||||||
| 1.2. | As a result of the conversion of |
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| shares, the Company's share capital |
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| shall consist of 44 174 250 A-shares |
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| and 8 325 750 B-shares. Patro Invest |
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| OÜ shall own 8 549 250 A-shares and |
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| 8 325 750 B-shares. |
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| 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. |
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|---|---|---|---|
| 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: |
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| 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. |
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| 1.5. Section 1 of these resolutions shall enter into force at the moment of their adoption. |
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| 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." |
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| 2.2. To approve the new version of the Company's articles of association with the abovementioned amendment. |
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| 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. |
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__________ ____________________________________________________________
/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