1
FON SE
ANNUAL REPORT
FOR THE PERIOD SINCE 01 JULY 2021 TILL 30 JUNE 2022 AND
FOR THE YEAR ENDED ON 30 JUNE 2022
PREPARED IN COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS
Tallinn, 28/09/2022
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /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: 01/07/2021 - 30/06/2022
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 30/06/2022 /in thous. EUR/
page
3
TABLE OF CONTENTS:
I. LETTER OF MANAGEMENT BOARD ...….……….……….….……….….....................4
II. SELECTED FINANCIAL DATA......... ……….…………………………….........…....…5
III. MANAGEMENT REPORT ...............................................................................................6
IV. CORPORATE GOVERNANCE REPORT………….….........…….…...…..…..…..…...12
V. REMUNERATION REPORT………....................….….........…….…...…..…..…..….....19
VI. FINANCIAL STATEMENTS………………........………................ ………..…........…20
1. Balance sheet………..…………………….......….…....….….......….…........….........20
2. Profit and loss account…............................................................................................. 21
3. Statement of comprehensive income……..…….…… ....…….......................….........21
4. Statement of changes of equity……....……….....…....................................................22
5. Statement of cash flow…..…..…..........................................................................…....22
6. Notes to the financial statement……..………..…....…….....................................…...24
VII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL
REPORT ..................................................................................................................................47
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
4
I. 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 financial year lasting from July 1, 2021 to June 30, 2022, containing a
summary of the most important information about the activities and events in the Company
that took place in the previous financial year.
In the reporting period, the Company continued its activities in the field of financial
services.
The presented financial statements show a net profit, the Company's standing is stable
and there is no risk of loss of liquidity or going concern. In the next financial year, the
Company will continue its activities in the field of financial services by granting non-
consumer cash loans.
The Management Board of the Company would also like to thank all Shareholders and
Co-operators, wishing them further, mutually beneficial cooperation.
Yours faithfully,
Damian Patrowicz
Member of the Management Board
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
5
II. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA
in thous. EUR
Twelve
months
ended on
30/06/2022
Twelve
months
ended on
30/06/2021
Revenue from interest
372
167
Operating profit (loss)
346
150
Profit (loss) before taxation
250
116
Net profit (loss)
250
116
Net cash flow from operating activities
1 470
950
Net cash flow from investing activities
0
242
Net cash flow from financing activities
-1 469
-1 193
Change in cash and cash equivalents
1
-1
Total assets
8 889
10 287
Long-term liabilities
2 742
3 928
Short-term liabilities
8
330
Equity
6 139
6 029
Share capital
28 875
28 875
Weighted average number of shares (in pcs.)
1 875 000
52 500 000
Profit (loss) per share (EUR)
0,13
0,002
Book value per share (EUR)
3,27
0,11
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /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.
GENERAL (MACROECONOMIC) DEVELOPMENT
The Company undertakes financial activities, especially related to granting loans to natural
persons and 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 security
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.
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 its following. The purpose of the company's risk management policies is to
identify and analyze the risks to which the company is exposed, by setting appropriate
restrictions and controls, as well as by monitoring the risks and limits adjusted accordingly.
The Management Board identifies potential risks by analyzing each transaction of the entity.
Due to the simple structure of the company, there are no problems with communicating
information in a timely manner. The management board is responsible for designing,
introducing and ensuring adequate and effective actions aimed at achieving the goal. Also
appropriate experience and education of the management board allows to minimize the
influence of risks on the operating activity.
THE STRUCTURE OF SHARE CAPITAL
Since 27/05/1999 FON SE shares have been listed on the Warsaw Stock Exchange.
As of June 30, 2021 FON SE held 52 500 000 non-par value shares and the price per share on
the WSE was PLN 0,31 (EUR 0,07).
As of June 3, 2022, a resplit took place on FON SE shares, as a result of which 28 old shares
were converted into 1 new share without changing the share capital and the share price on the
stock exchange was adjusted accordingly.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
7
As of June 30, 2022 FON SE held 1 875 000 non-par value shares and the price per share on
the WSE was PLN 0,22 (EUR 0,05).
On September 7, 2022, a decrease in the share capital of FON SE from EUR 28 875 000 to
EUR 187 500 was registered by the Business Register in order to meet the requirements of §
301 of the Estonian Commercial Code.
Changes in the share capital in reporting period:
As at 30 June 2021, the share capital amounted to EUR 28 875 000 and was divided
into 52 500 000 shares without par value;
Since 3 June 2022, the share capital of the Company amounts to EUR 28 875 000 and
consists of 1 875 000 shares without par value;
As at the balance sheet date, 30/06/2022, the Company’s equity is less than 50% of the share
capital and does not comply with the requirements of § 301 of the Commercial Code of
Estonia.
On 7/09/2022 the Estonian Ariregister (the Business Register) registered the decrease of share
capital of FON SE resulting from the resolutions adopted at the Extraordinary General
Meeting of Shareholders on May 24, 2022. As a result of this the share capital decreased from
28 875 000 EUR to 187 500 EUR. At the time of preparing the report, the equity is in
accordance with the requirements of the law.
THE STRUCTURE OF THE COMPANY AND SHAREHOLDERS
As at the balance sheet date 30/06/2022 the Company 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 37,06% contribution in the share capital and 37,06% votes at the general
Meeting of Shareholders of the Company as at 30/06/2022.
As at the balance sheet date 30/06/2022 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 30/06/2022
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%
1 875 000
100%
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
8
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
According to the information presented in the 2020/2021 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 30/06/2021
No.
Direct shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
18 720 750
35,66
18 720 750
35,66
X
Total
52 500 000
100,00
52 500 000
100,00
Indirect shareholding structure as at 30/06/2021
No.
Indirect shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Damian Patrowicz
18 720 750
35,66
18 720 750
35,66
* 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 30/06/2022 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. Mr. Damian Patrowicz owns indirectly, via his company Patro Invest OÜ 694 858
shares of FON SE, constituting 37,06 % of the share capital of the Company and entitling to
694 858 votes which constitute 37,06 % of the votes at the General Meeting of the Company.
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.
COMPETENCES AND ELECTION OF THE 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
Board. Members of the Supervisory Board are elected by the Company's general meeting of
shareholders.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
9
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 if there is no other requirement arising from applicable legal acts.
CHARACTERISTIC OF EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of
granting loans, results are significantly influenced by:
- the general situation on the loan market and 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,
- efficiency of administrative and legal procedures,
- opportunity to gain possible 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 of the financial situation of an entity or its
improvement. 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.
Significant factors of risks are described on pages 33-37 of the annual report.
INFORMATION ON AVERAGE EMPLOYMENT
The Company did not employ any employees in the financial year lasting since July 1, 2021
to June 30, 2022 and in the previous financial year since July 1, 2020 to June 30, 2021.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
10
INFORMATION REGARDING AN AGREEMENT AND AN ENTITY AUTHORIZED TO
AUDIT FINANCIAL STATEMENTS OF THE COMPANY.
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 01/07/2021 to 30/06/2022 amounted to 4.800 EUR and the
audit fee for the previous financial year lasting since 1/07/2020 to 30/06/2021 amounted to
3.500 EUR.
OTHER SIGNIFICANT INFORMATION
DESCRIPTION OF FACTORS AND EVENTS, IN PARTICULAR ATYPICAL ONES,
HAVING SIGNIFICANT INFLUENCE ON THE ACHIEVED FINANCIAL RESULTS.
Resolution of the Supervisory Board on appointing the Management Board for the next
term of office.
On July 29, 2021, in connection with the end of the term of office of the Management Board,
the Supervisory Board of the Company adopted a resolution to appoint Mr.Damian Patrowicz
for a new 3-year term starting on July 4, 2021 and ending on July 29, 2024, establishing that
the Management Board will consist of one member of the Management Board.
Extension of the term of office of Members of the Supervisory Board.
On May 4, 2022, the Extraordinary General Meeting of shareholders extended the terms of
office of all Members of the Supervisory Board for a new five-year term of office
commencing on April 26, 2022.
Registration of amendments to the Articles of Association.
Estonian Ariregister (the Business Register) registered the amendments in the Articles of
Association of the Company resulting from the resolutions adopted at the Ordinary General
Meeting of Shareholders held on May 24, 2022. On June 3, 2022, resplit was registered, as a
result of which the share capital of the Company did not change and is still 28 875 000 EUR.
However, the book value of the shares increased to EUR 15,40 while the number of shares
was reduced to 1 875 000. On the Warsaw Stock Exchange, the resplit operation was carried
out on July 1, 2022.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
11
Registration of amendments to the Articles of Association.
On 7/09/2022 the Estonian Ariregister (the Business Register) registered the decrease of share
capital of FON SE resulting from the resolutions adopted at the Extraordinary General
Meeting of Shareholders of May 24, 2022. As a result of this the share capital decreased from
28 875 000 EUR to 187 500 EUR.
Selected indicators of FON SE:
Indicator
30/06/2022
30/06/2021
Assets (in thous. EUR)
8 889
10 287
Return on assets (ROA)
2,81%
1,13%
Equity (in thous. EUR)
6 139
6 029
Return on equity (ROE)
4,07%
1,92%
Net profitability
67,2%
70%
Debt ratio
30,94%
41,39%
Net profit (in thous. EUR)
250
116
Shares
30/06/2022
30/06/2021
Price per share* (EUR)
0,05
0,07
Profit per share (EUR)
0,005
0,002
Indicator price-to-earnings (PE)
10,5
31,68
Book value per share (EUR)
0,12
0,11
Indicator price-to-book-value (P/BV)
0,43
0,61
Current liquidity ratio
38,88
2,38
Market cap (in EUR thous.)
2 625
3 675
* These data do not include the resplite operation registered by the court on June 3, 2022 but carried out on
the WSE on July 1, 2022, i.e. after the balance sheet date in ratio 28:1 (it means that every shareholder
received 1 new share instead of 28 old shares without changes in share capital. The price per share on the
WSE was multiplied by 28 on 1 July 2022). The price is as at last day before suspension on the WSE due to
resplite operation.
Return on Assets = Net Profit / Total Assets
Return on equity = net profit / equity
Net profitability = net profit (loss) / sales revenues
Debt ratio = liabilities / total assets
Current liquidity ratio = current assets / short-term liabilities
Price-to-earnings (P/E) ratio = market cap / net profit
Price-per-share = market cap / number of shares
Book value per one share = total equity / number of shares
Price-to-book value (P/BV) ratio = market cap / book value
Market capitalization = price per share * number of shares
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /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 2021/2022 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:
INFORMATION AND COMMUNICATION WITH INVESTORS POLICY
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,
measurable goals, including in particular long-term goals, planned activities and their status,
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
13
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 30/06/2022 /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 to the annual general meeting once per year. Such
report includes at least the following:
2.11.1. information about the members of the supervisory board, including indication of those
supervisory board members who fulfil the criteria of being independent referred to in the Act
of 11 May 2017 on Auditors, Audit Firms and Public Supervision and those supervisory
board members who have no actual and material relations with any shareholder who holds at
least 5% of the total vote in the company, and information about the members of the
supervisory board in the context of diversity;
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.
2.11.2. summary of the activity of the supervisory board.
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not
prepare such a document.
2.11.3. assessment of the company’s standing on, including assessment of the internal control,
risk management and compliance systems and the internal audit function, and information
about measures taken by the supervisory board to perform such assessment; such assessment
should cover all significant controls, in particular reporting and operational controls;
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not
prepare such a document.
2.11.4. assessment of the company’s compliance with the corporate governance principles and
the manner of compliance with the disclosure obligations concerning compliance with the
corporate governance principles defined in the Exchange Rules and the regulations on current
and periodic reports published by issuers of securities, and information about measures taken
by the supervisory board to perform such assessment;
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not
prepare such a document
2.11.5. assessment of the rationality of expenses referred to in principle 1.5;
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not
prepare such a document.
2.11.6. information regarding the degree of implementation of the diversity policy applicable
to the management board and the supervisory board, including the achievement of goals
referred to in principle 2.1.
Comments of the Company: As explained in point 2.11.1. the Supervisory Board does not
prepare such a document.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
15
EXTERNAL 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 for such general meeting to proceed
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.
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 30/06/2022 the structure of direct and indirect shareholders
holding at least 5% of the total number of votes at the General Meeting was as follows:
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
16
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%
1 875 000
100%
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
According to the information presented in the 2020/2021 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 30/06/2021
No.
Direct shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
18 720 750
35,66
18 720 750
35,66
X
Total
52 500 000
100,00
52 500 000
100,00
Indirect shareholding structure as at 30/06/2021
No.
Indirect shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Damian Patrowicz
18 720 750
35,66
18 720 750
35,66
* Damian Patrowicz owns 100% of Patro Invest OÜ
Holders of securities that give special control powers and description of those powers
FON SE shares do not confer any special control rights.
Restrictions on voting rights
Such restrictions do not apply to the Company's shares.
Restrictions on transferability of title to the Company's securities
In accordance with the Articles of Association of FON SE there are no restrictions on
transferability of title to the Company's shares.
Rules governing appointment and removal of members of the management staff and
their rights
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
17
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 Management Board
activities include, in particular, leadership in 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 judgements. The Supervisory Board in particular, gives opinions on
the Company's strategy and verifies the work of the Management Board in achieving strategic
goals and monitors the results achieved by the Company. Members of the Management Board
are appointed by the Members of the Supervisory Board and Members of the Supervisory
Board are elected by the Company's general meeting of shareholders. (The Article of
Association, point IV)
Amendments to the Articles of Association
Amendments to the Articles of Association require a resolution of the General Meeting and
entry in the register. 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 held the applicable capital
market laws.
Composition of the Management Board and description of the operation of the
Company’s management and supervisory bodies in 2021/2022
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 affairs and represent it,
but is also responsible for designing, implementing and ensuring adequate and effective
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 place of members of the management board. Due to the simple structure of the Company,
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
18
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.
Due to the simplified structure and relatively limited number of financial risks, the Company's
Management Board has not developed and introduced a written procedure of the internal
control system and risk management in the scope of preparing financial statements, however
the Company approaches the issue of financial reporting with the utmost diligence.
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 office of the „Galex” auditor, providing accounting services for the Company on the
basis of the 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 and tax
issues.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
19
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
2021/2022.
The remuneration report is prepared for the first time and submitted to the shareholders for
approval at the General Meeting of the Shareholders.
The Management Board of the Group 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 to 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 offered
to the management.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
20
VI. FINANCIAL STATEMENTS
1. Statement of financial position
STATEMENT OF FINANCIAL
POSITION
Notes
30/06/2022
(thous. EUR)
30/06/2021
(thous. EUR)
Assets
Fixed assets
8 578
9 501
Long-term financial assets
4
8 578
9 501
Current assets
311
786
Short-term financial assets
4
301
783
Short-term receivables
8
3
Short-term prepayments
1
0
Cash and cash equivalents
1
0
T o t a l a s s e t s
8 889
10 287
Equity and liabilities
Equity
6 139
6 029
Share capital
5
28 875
28 875
Share premium
1 247
1 247
Other reserve
3 805
3 805
Exchange differences
-743
-603
Retained earnings
-27 045
-27 295
Long-term liabilities
2 742
3 928
Other long-term liabilities
8
2 742
3 928
Short-term liabilities
8
330
Credits and loans
8
0
322
Trade liabilities
1
2
Other liabilities
2
3
Other provisions
5
3
T o t a l equity and l i a b i l i t i e s
8 889
10 287
Book value of equity
7
6 139
6 029
Number of shares
1 875 000
52 500 000
Book value per one share (in EUR)
3,27
0,11
Notes on pages 24-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
21
2. Statement of profit or loss
STATEMENT OF PROFIT OR LOSS
Notes
Period
01/07/2021 -
30/06/2022
(thous. EUR)
Period
01/07/2020 -
30/06/2021
(thous. EUR)
Revenue from interest
9
372
167
Gross profit on sales
372
167
General and administrative expenses
10
-15
-20
Other operating revenues
0
5
Other operating costs
-11
-2
Profit on operating activities
346
150
Financial costs
-96
-34
Profit (loss) before income tax
250
116
Profit (loss) for the period from continued operations
250
116
Net profit (loss)
250
116
Number of ordinary shares
1 875 000
52 500 000
Profit (loss) on continued and discontinued operations
per share (in EUR)
0,13
0,002
Notes on pages 24-46 are an integral part of the financial statements.
3. Statement of comprehensive income
STATEMENT OF COMPREHENSIVE INCOME
Period
01/07/2021 - 30/06/2022
(thous. EUR)
Period
01/07/2020 - 30/06/2021
(thous. EUR)
Profit (loss) for the period
250
116
Other comprehensive income, including:
-140
-53
- differences from conversion into EUR
-140
-53
Total comprehensive income(loss) for the period
110
63
Basic earnings per share (in EUR)
0,13
0,002
Diluted earnings per share (in EUR)
0,005
0,002
Notes on pages 24-46 are an integral part of the financial statements.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
22
4. Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
Period
01/07/2021 - 30/06/2022
(thous. EUR)
Period
01/07/2020 - 30/06/2021
(thous. EUR)
Opening balance of equity
6 029
5 966
Opening balance of share capital
28 875
7 700
increase due to bonus issue
0
21 175
Closing balance of share capital
28 875
28 875
Opening balance of share premium
1 247
22 422
decrease due to bonus issue
0
-21 175
Closing balance of share premium
1 247
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
-27 295
-27 411
increase due to profit for the period
250
116
Closing balance of retained earnings
-27 045
-27 295
Opening balance of exchange differences
-603
-550
changes in exchange differences
-140
-53
Closing balance of exchange differences
-743
-603
Closing balance of equity
6 139
6 029
Notes on pages 24-46 are an integral part of the financial statements.
5. Cash flow statement
CASH FLOW STATEMENT
(indirect method)
Period
01/07/2021 -
30/06/2022
(thous. EUR)
Period
01/07/2020 -
30/06/2021
(thous. EUR)
OPERATING ACTIVITIES
Net profit (loss)
250
116
Adjustments:
Difference between interest calculated and received
-123
-90
Loans granted
-69
-55
Received loans repayments
1 407
969
Change in receivables and other accruals
-5
11
Change in liabilities
-2
-1
Other adjustments
11
0
Net cash flow (outflow) from operating activities
1 469
950
INVESTING ACTIVITIES
Inflows from investing activities
0
242
Sale of financial assets
0
242
Net cash flow (outflow) from investing activities
0
242
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
23
Notes on pages 24-46 are an integral part of the financial statements.
FINANCING ACTIVITIES
Outflows from investing activities
-1 469
-1 193
Repayments of credits and loans
-1 374
-1 149
Interest paid
-95
-44
Net cash flow (outflow) from financing activities
-1 469
-1 193
Exchange differences
1
0
Total net cash flows (outflows)
0
-1
Change in cash balances
1
-1
Opening balance of cash
0
1
Closing balance of cash
1
0
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
24
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 2021/2022 were signed by the member of
management Board of FON SE on 28 September 2022.
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 2021/2022, is planned on
15/11/2022.
1.2. Basis of preparation of financial statements
The Company’s 2021/2022 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 2021/2022 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 2021/2022 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 30/06/2022 /in thous. EUR/
page
25
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 30/06/2022 /in thous. EUR/
page
26
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 2021.
Revised standards effective on or after 1 January 2022
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 2022 and that have
not been adopted by the Company ahead of effective date.
Amendments to the Conceptual Framework for Financial Reporting (amendments to IFRS 3)
- The amendments update the obsolete reference to the conceptual framework in IFRS 3
without substantially changing the requirements of the standard. Effective for annual
reporting periods beginning on or after 1 January 2022. The EU has approved the changes.
Definition of Accounting Estimates (amendments to IAS 8) - The amendment replaces the
definition of a change in accounting estimates with the definition of 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.
Classification of liabilities as current or non-current (amendments to IAS 1) - The
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 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.
Disclosure of Accounting Policies (amendments to IAS 1) - The amendments require an
entity to disclose its material accounting policies instead of significant accounting policies.
The additional amendments clarify how an entity can determine a material accounting policy.
Examples are provided where the accounting policy is likely to be material. Effective for
annual reporting periods beginning on or after 1 January 2023. Not yet endorsed for use in the
EU.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
27
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.
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
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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
28
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.
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
29
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
30/06/2022
Types of financial instruments
(thous.EUR)
Fair value
through
total
income
Fair
value
through
profit or
loss
Amortised
cost
Total
Total financial assets
0
0
8 889
8 889
Loans granted
0
0
8 879
8 879
Receivable from deliveries and services and other receivables
0
0
8
8
Short-term prepayments
0
0
1
1
Cash and cash equivalents
0
0
1
1
Total financial liabilities
0
0
2 742
2 742
Long-term loan
0
0
2 742
2 742
30/06/2021
Types of financial instruments
(thous.EUR)
Fair value
through
total
income
Fair
value
through
profit or
loss
Amortised
cost
Total
Total financial assets
0
0
10 287
10 287
Loans granted
0
0
10 284
10 284
Receivable from deliveries and services and other receivables
0
0
3
3
Total financial liabilities
0
0
3 928
3 928
Long-term loan
0
0
3 928
3 928
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 will:
correctly, clearly and fairly present the property and financial situation of the
Company, the results of its activities and cash flows,
reflect the economic content of the transaction,
objective,
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
30
prepared in accordance with the principle of prudent valuation,
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, 2022 may be
changed in the future.
In the report for 2021/2022, the Management Board assesses that there are no other
significant areas with regard to which there is a risk related to uncertainty of estimates.
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.
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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
31
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
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
32
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.
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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
33
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).
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
34
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 30/06/2022
30/06/2022
in 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
Short-term
receivables
8
8
0
0
0
Loans granted
8 879
301
0
8 578
0
Total
8 889
311
0
8 578
0
The maturity dates of the assets as at 30/06/2021
30/06/2020
in EUR thous.
Maturity Dates
Total
< 1 year
1-2 years
2-3 years
Above 3
years
Cash and cash
equivalents
0
0
0
0
0
Other
3
3
0
0
0
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
35
receivables
Loans granted
10 284
783
84
2 233
7 184
Total
10 287
786
84
2 233
7 184
Entities to which Company provides financing are related entities, therefore there is no
particular type of control. Related entities received loans to invest in the capital 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
Damar Patro UÜ
2,5%
Fixed
Damar Patro UÜ
8%
Fixed
Natural person
10%
Fixed
Elkop SE
1% + WIB1M
Variable
Elkop SE
4,5% + WIB1M
Variable
The Company has one significant interest-bearing liabilities:
Interest rate
Fixed/Variable interest rate
Atlantis SE
0,5% + WIB1M
Variable
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 30/06/2022 had been higher/lower 1 % point, the Company’s profit for the
financial year would have increased/decreased by EUR 28 thous./EUR 22 thous. (30/06/2021:
EUR 47 thous./EUR 54 thous.), assuming all other variables remained constant.
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 sources of funding such as loan, overdraft
facility, financial leasing agreement.
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
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
36
Total
2 750
8
0
2 742
0
The maturity dates of liabilities as at 30/06/2021
Maturity dates
30/06/2021 in thous. EUR
Total
< 1 year
1-2 years
2-3 years
Above 3 years
Credits and loans
4 250
322
0
0
3 928
Trade liabilities
2
2
0
0
0
Other liabilities
3
3
0
0
0
Other provisions
3
3
0
0
0
Total
4 258
330
0
0
3 928
Risk of shares price’s fluctuations and limited liquidity
An inherent feature of market trading is fluctuations in share prices and short-term
fluctuations in turnover. It might result in possible sale or purchase of the qualifying holding
of the Company’s shares will relate to a necessity to accept significantly less favourable price
than the reference price. The Company cannot also exclude significant, temporary limitations
of liquidity, which may significantly hamper the sale or purchase of the Company’s shares.
Risk connected to links between members of the Company’s corporate bodies
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. Otherwise members of the Supervisory Board are
exposed to responsibility from Ordinary General Meeting or criminal responsibility from the
title of acting against.
Risk related to the shareholder structure
As at the balance sheet date (30/06/2022), 37,06% of the share capital and 37,06% 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.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
37
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.
Risk related to the impact of the SARS-CoV-2 coronavirus epidemic on the
Company’s operations.
Due to the type of business, the Company is moderately exposed to the negative
consequences of the SARS-CoV-2 coronavirus epidemic causing the COVID19 disease. The
Company, after analysing the current situation related to the SARS-CoV-2 coronavirus
epidemic, causing the COVID-19 disease, and its potential impact on the Company's
operations - indicates that as at the date of publication of the report, the Company did not
notice the impact of the above-mentioned the situation on the Company's activity.
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.
ASSESSMENT
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.
CHARACTERISTIC OF EXTERNAL AND INTERNAL FACTORS
Considering the specifics of the activity, i.e., financial service activities in the field of
granting loans, results are significantly influenced by:
- the general situation on the loan market and 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,
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
38
- efficiency of administrative and legal procedures,
- opportunity to gain possible borrowers,
- the economic situation and investment conditions in Poland, Estonia and the entire region,
- access to external financing sources,
- cooperation with other financial entities.
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.
The equity ratio is calculated as the ratio of the net asset value to the balance sheet total.
The debt / EBITDA ratio is calculated as the ratio of liabilities due to loans, borrowings and
finance leases minus free cash and short-term investments with maturity up to 1 year to
EBITDA (net profit after adding depreciation).
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.
30/06/2022 (thous.EUR)
30/06/2021 (thous.EUR)
Equity
6 139
6 029
Net asset value
6 139
6 029
Balance sheet total
8 889
10 287
Equity ratio*
0,69
0,59
Net profit (loss)
250
116
EBITDA**
250
116
Credits, loans and other sources of financing
2 750
4 258
Free cash and short-term investments***
302
783
Indicator: Credits, loans and other sources of financing - Free cash and
short-term investments/EBITDA
9,79
29,96
*Equity ratio = equity / assets
**EBITDA = Net income + taxes + interest expenses + deprecation and amortization
***Free cash and short term investment = short term investments + cash
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
39
Note 4. Financial assets
30.06.2022
Borrower
Allocation by
remaining maturity
Interest rate
Currency
of the
loan
granted
Deadline
Collaterals
During 12
months
(thous.
EUR)
1-5
years
(thous.
EUR)
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
*The loans to Damar Patro UÜ was repaid fully after the balance sheet date.
30.06.2021
Borrower
Allocation by
remaining maturity
Interest rate
Currency
Deadline
Collaterals
During 12
months
(thous.
EUR)
1-5
years
(thous.
EUR)
Elkop SE
6
5 733
WIBOR 1M +
1%
PLN
31.12.2024
bill of
exchange
Elkop SE*
56
1 535
WIBOR 1M +
4,5%
PLN
31.12.2024
bill of
exchange,
mortgage
Damar Patro
UÜ
57
2 200
2,5%
EUR
30.06.2023
bill of
exchange
FLY Sp. z
o.o.**
66
33
-
PLN
15.10.2022
mortgage, bill
of exchange,
guarantee
Patro
Inwestycje
Sp.z o.o.
562
0
2,5%
PLN
31.12.2021
bill of
exchange
Auto Kluge
36
0
10%
PLN
31.08.2015
bill of
exchange,
transfer of
ownership for
security
TOTAL:
783
9 501
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
40
Note 5. Share capital
SHARE CAPITAL
30/06/2022
(thous.EUR)
30/06/2021
(thous.EUR)
Opening balance of share capital
28 875
7 700
Increase of share capital due to bonus issue
0
21 175
Closing balance of share capital
28 875
28 875
As at the balance sheet date, 30/06/2022, the Company’s equity is less than 50% of the share
capital and does not comply with the requirements of § 301 of the Commercial Code of
Estonian.
On September 7, 2022, a decrease in the share capital of FON SE from EUR 28 875 000 to
EUR 187 500 was registered by the Business Register. As at the date of publication of the
annual report, the share capital amounts to EUR 187 500 and is divided into 1 875 000 shares.
Note 6. Shareholding structure
As at 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
To the best knowledge of the Management Board, as at the balance sheet date, i.e. 30/06/2021,
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 30/06/2021
No.
Direct shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Patro Invest OÜ
18 720 750
35,66
18 720 750
35,66
X
Total
52 500 000
100,00
52 500 000
100,00
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
41
Indirect shareholding structure as at 30/06/2021
No.
Indirect shareholders
Number of
shares
% of shares
Number of votes
% of votes
1.
Damian Patrowicz
18 720 750
35,66
18 720 750
35,66
* Damian Patrowicz owns 100% of Patro Invest OÜ
Note 7 Book value per share
As at
30/06/2022
As at
30/06/2021
Book value (in thous.EUR)
6 139
6 029
Number of shares (pcs)
1 875 000
52 500 000
Book value per one share (in
EUR)
3,27
0,11
Basic earnings per share (in
EUR)
0,13
0,002
Diluted earnings per share (in
EUR)
0,005
0,002
As at 30/06/2022 the number of shares amounted to 1 875 000. On 3/06/2022 the Court registered the
resplit of shares voted on the EGM on 24/05/2022. The resplit was carried out in the ratio 28:1.
It means that every shareholder received 1 new share instead of 28 old shares without changes
in share capital.
Note 8. Credits and loans
30.06.2022
Lender
During
12
months
(thous.
EUR)
1-5
years
(thous.
EUR)
Interest rate
Currency
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 30/06/2022 /in thous. EUR/
page
42
30.06.2021
Lender
During
12
months
(thous.
EUR)
1-5
years
(thous.
EUR)
Interest rate
Currency
Deadline
Collaterals
ATLANTIS
SE
322
3 928
WIBOR 1M +
0,5%
PLN
31.12.2024
bill of
exchange
Note 9. Revenue
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
REVENUES FROM
CUSTOMERS
01/07/2021 -
30/06/2022
(thous.EUR)
REVENUES FROM
CUSTOMERS
01/07/2020 -
30/06/2021
(thous.EUR)
Estonia
55
55
Poland
317
112
Total
372
167
Information on leading customers
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 – 83,6 % of total revenues
Customer no. 2 – 14,82 % of total revenues
In the period since 01/07/2020 to 30/06/2021 the Company achieved revenue from
transactions with three customers in excess of 10% of the entity’s total revenue:
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
43
Customer no. 1 – 54,18 % of total revenues
Customer no. 2 – 32,94 % of total revenues
Customer no. 3 – 10,29 % of total revenues
Note 10. Costs
COST BY TYPE
Period
01/07/2021 -
30/06/2022
(thous.EUR)
Period
01/07/2020 -
30/06/2021
(thous.EUR)
a) external services
-15
-20
Total general and administrative expenses
-15
-20
Note 11. 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
Between managing and supervising bodies of the Company, there are following
organizational relations:
Parent company: 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 S.A., Investment
Friends SE, is a shareholder of Patro Invest OÜ. Mr. Damian is a general partner in Damar
Patro UÜ and shareholder of Patro Invest Sp. z o.o. in liquidation.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
44
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, FON SE.
Małgorzata Patrowicz Secretary of the supervisory board - performs a function of liquidator
of Patro Invest Sp. z o.o in liquidation. In addition, performs a function of a Member of the
Supervisory Board in: Atlantis SE, Elkop SE, INVESTMENT FRIENDS CAPITAL SE,
Investment Friends SE.
Martyna Patrowicz Member of the Supervisory Board – performs a function of the Member
of a Supervisory Board in: Atlantis SE, Elkop SE, INVESTMENT FRIENDS CAPITAL SE
Loans granted to related entities are described in note 2. Loans granted to entities other than
natural persons are granted to related entities: Patro Invest OÜ - the parent company of FON
SE and Damar Patro UÜ. Member of the Management Board of Patro Invest OU is also a
Member of the Management Board of FON SE. General partner Damar Patro UÜ is a member
of the Management Board of FON SE. The parent company of FON SE is also the parent
company of ELKOP SE and of Patro Inwestycje Sp. z o.o.
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
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 (in EUR thous.)
369
95
69
1 403
8 849
2 742
During the financial year lasting since 01/07/2021 to 30/06/2022 the Company repaid EUR
1 508 thous. (PLN 6 352 thous.) of loan principal to Atlantis SE.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
45
BALANCES AND
TRANSACTIONS FOR
THE PERIOD 01/07/2020
- 30/06/2021
(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
ATLANTIS SE
0
34
0
0
0
4 250
ELKOP SE
92
0
0
727
7 390
0
PATRO INVEST OU
1
0
55
55
0
0
PATRO INWESTYCJE
SPÓŁKA Z
OGRANICZONĄ
ODPOWIEDZIALNOŚCIĄ
19
0
0
176
562
0
DAMAR PATRO UU
55
0
0
0
2 257
0
Total (in EUR thous.)
167
34
55
958
10 209
4 250
The Company didn't issue any letter of guarantees to the related entities in the both reporting
period.
Note 12. 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.
Note 13. Contingent assets and liabilities.
Pending courtcases:
The Company has a pending legal case with the Polish Financial Supervision Authority which
consists of a claim for fines paid by the Company in previous periods. In the opinion of the
Management Board, this will not involve any additional costs.
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-
2022.
Note 14. Events after the balance sheet date.
There are no significant events after June 30,2022.
At the moment, the war in Ukraine has not affected the situation of the Company. FON SE
does not expect military actions in Ukraine to have a negative impact on the operating
activities of the Company.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
46
On 7/09/2022 the Estonian Ariregister (the Business Register) registered the decrease of share
capital of FON SE resulting from the resolutions adopted at the Extraordinary General
Meeting of Shareholders of May 24, 2022. As a result of this the share capital decreased from
28 875 000 EUR into 187 500 EUR.
FINANCIAL STATEMENT OF
FON SE
FOR THE YEAR ENDED 30/06/2022 /in thous. EUR/
page
47
VI. 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 19 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 2021/2022 as set out on pages 20 to 46 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, 28/09/2022
Damian Patrowicz Member of the MB
First name and last name Position ……....................
Signature
