EQS-News: NFON AG: Forthcoming merger of Deutsche Telefon Standard GmbH with NFON AG in accordance with section 62(4) sentence 4, (3) sentence 2 of the Umwandlungsgesetz

Company Announcement

by

NFON AG

on the forthcoming merger of Deutsche Telefon Standard GmbH with NFON AG in accordance with section 62(4) sentence 4, (3) sentence 2 of the Umwandlungsgesetz (UmwG – German Transformation Act)

on 25 April 2024

By way of merger by absorption, NFON AG intends to acquire the assets of Deutsche Telefon Standard GmbH, its wholly owned subsidiary based in Mainz, as a whole without it being wound up, section 2 no. 1, sections 60 et seq., section 68(1) sentence 1 no. 1 in conjunction with sections 46 et seq. UmwG.

As NFON AG, as the acquiring company, holds the entire ordinary share capital of Deutsche Telefon Standard GmbH, in accordance with section 62(1) UmwG, neither a resolution by the Annual General Meeting of NFON AG on the approval of the merger agreement nor, in accordance with section 62(4) UmwG, a shareholder meeting of Deutsche Telefon Standard GmbH on the approval of the merger agreement, are required.

For the same reason, a merger report, a merger audit and a merger audit report are not necessary, section 8(3) no. 1 (a) in conjunction with section 9(2) and section 12(3) UmwG.

However, shareholders of NFON AG whose combined shareholdings amount to one twentieth of the share capital of NFON AG can request that a general meeting be convened, at which the approval of the intended merger will be resolved (section 62(2) sentence 1, (3) sentence 3 UmwG). A request to convene a general meeting must be sent to NFON AG (the Management Board) in writing within a month of the publication date of this disclosure. The Articles of Association of NFON AG do not contain any stipulations to the contrary.

The draft of the merger agreement and the annual financial statements and management reports of NFON AG for the past three financial years will be available on NFON AG’s website for one month from 25April 2024.

Munich, 25 April 2024

NFON AG

The Management Board