Fyber N : EGM 2021 Annexes to Explanatory Notes

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RvB / LT/ [-]

Draft dated 13 October 2021

[For discussion purposes only]

CONVERSION AND AMENDMENT TO THE ARTICLES OF ASSOCIATION

(Fyber N.V.)

(new name: Fyber B.V.)

On this day, 13 October two thousand twenty-one, there appeared for me, Rudolf van Bork, civil- law notary officiating in Amsterdam, the Netherlands:

[Employee of GT Amsterdam], employed by Greenberg Traurig, LLP with office address at Leidseplein 29, 1017 PS Amsterdam, the Netherlands.

The person appearing declared the following:

on the 28 day of October two thousand twenty-one, the general meeting of Fyber N.V., a public limited liability company (naamloze vennootschap), having its official seat (statutaire zetel) in Amsterdam, the Netherlands and its office address at Wallstraße 9-13, 10179 Berlijn, Germany, registered with the Dutch trade register under number 54747805 (Company), resolved to convert the Company into a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), to amend and completely readopt the articles of association of the Company, as well as to authorize the person appearing to have this deed executed.

The articles of association of the Company were last amended by a deed, executed on the second day of April two thousand twenty before M.A.J. Cremers, civil law notary officiating in Amsterdam, the Netherlands.

In implementing the aforementioned resolutions, the Company is converted into a private limited liability company as of today and the articles of association of the Company are amended and completely readopted as follows.

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ARTICLES OF ASSOCIATION:

1 Definitions

1. In these articles of association, the following words shall have the following meanings: Company Body: the Management Board or the General Meeting;
   General Meeting: the general meeting of the Company;
   Inability: inability (belet) as referred to in Sections 2:244 paragraph 4 and 2:252 paragraph 4 of the Dutch Civil Code, including the event that the relevant person claims inability for a certain period of time in writing;
   in writing: by letter, telecopier, e-mail, or by a legible and reproducible message otherwise electronically sent, provided that the identity of the sender can be sufficiently established;
   Management Board: the management board of the Company;
   Meeting Right: the right to attend the General Meeting and to address the meeting in person or through a representative authorised in writing, and the other rights designated by law to holders of depositary receipts of shares to which Meeting Right is attached; Persons with Meeting Right: a Shareholder and any usufructuary or pledgee with voting rights in respect of one or more Shares and/or Meeting Right;
   Share: a share in the capital of the Company;
   Shareholder: a holder of one or more Shares;
   Transferees: has the meaning assigned thereto in Article 9.4;
   Transferor: has the meaning assigned thereto in Article 9.2.
2. References to Articles shall be deemed to refer to articles of these articles of association, unless the contrary is apparent.

2	Name and Official Seat

1. The Company's name is:
   Fyber B.V.
2. The official seat of the Company is in Amsterdam, the Netherlands.

3 Objects

3.1. The objects of the Company are:

1. to incorporate, to participate in any way whatsoever in, to manage, to supervise businesses and companies;
2. to publish and develop mobile applications;
3. to publish online games:
4. to provide digital content and related services and advice to mobile network

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operators;

1. to develop and provide educational soft- and hardware and to manage and market a portfolio of digital edutainment content;
2. to develop and exploit a mobile advertising platform that provides supporting services to developers of mobile and digital applications;
3. to render advice and commercial services for businesses and companies with which it forms a group;
4. to acquire, manage, market and sell businesses and asset values in the mobile applications and online games industry, on its own name and account, not for third parties;
5. to borrow and to raise funds, including the issue of bonds, promissory notes or other securities or evidence of indebtedness as well as to enter into agreements in connection with aforementioned activities provided that such activities do not implicate that the Company performs financial or otherwise regulated services or activities or otherwise is considered as regulated by the supervisory authorities of the country where the Company performs such activities; and
6. to perform other activities in so far as they are closely connected with the abovementioned activities,

and to do all that is connected therewith or may be conducive thereto, all to be interpreted in the broadest sense.

4 Capital

1. The nominal value of each Share equals ten eurocents (EUR 0.10).
2. All Shares shall be registered. No share certificates shall be issued.

5 Register

The Management Board shall keep a register with the names and addresses of all Shareholders, pledgees and usufructuaries.

6	Issuance of Shares

1. Shares shall be issued pursuant to a resolution of the General Meeting. The General Meeting may transfer this authority to another Company Body and may also revoke such transfer.
2. A resolution to issue Shares shall stipulate the issue price and the other conditions.
3. Upon issuance of Shares, each Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of his Shares, subject to the limitations prescribed by law and subject to Article 6.4.

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1. Prior to each issuance of Shares, the right of pre-emption may be limited or excluded by the Company Body competent to issue such Shares.
2. The provisions of this 6 shall apply by analogy to the granting of rights to subscribe for Shares, but shall not apply to the issuance of Shares to a person exercising a right to subscribe for Shares previously granted.
3. The issue of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties.
4. The full nominal value of each Share must be paid in upon issuance.

7	Own Shares and Reduction of the Issued Capital

1. Fully paid in Shares or depositary receipts shall be acquired pursuant to a resolution of the Management Board, in addition to which a resolution to acquire Shares or depositary receipts on payment shall be subject to approval of the General Meeting.
2. The General Meeting may resolve to reduce the Company's issued capital.

8	Transfer of Shares

1. The transfer of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties.
2. Unless the Company itself is party to the legal act, the rights attributable to any Share can only be exercised after the Company has acknowledged said transfer or said deed has been served upon it in accordance with the provisions of the law.

9	Blocking Clause (approval General Meeting)

9.1. A transfer of one or more Shares can only be effected with due observance of the provisions set out in this 9, unless (i) all Shareholders have approved the contemplated transfer in writing, which approval shall then be valid for a period of three months, or (ii) the Shareholder concerned is obliged by law to transfer his Shares to a former Shareholder, or (iii) it concerns the acquiring of fully paid in own Shares for a consideration, or (iv) it concerns a transfer of shares included in the giro system of the Dutch Giro Securities Act (Wet giraal effectenverkeer) or any equivalent of such system in a foreign jurisdiction, such as the book entry system operated by Clearstream Banking AG, including a transfer for the purpose of incorporating or delivering such shares from a collective depot or giro depot or foreign equivalent thereof, in which case the transferability of shares is not limited or excluded by virtue of Section 2:195 of the Dutch Civil Code.

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1. A Shareholder wishing to transfer one or more of his Shares (Transferor) shall require the approval of the General Meeting for such transfer. The request for approval shall be made by the Transferor by means of a written notification to the Management Board, stating the number of Shares he wishes to transfer and the person or persons to whom the Transferor wishes to transfer such Shares. The Management Board shall be obliged to convene and to hold a General Meeting to discuss the request for approval within six weeks from the date of receipt of the request. The contents of such request shall be stated in the convocation.
2. The Transferor may transfer the total number of Shares to which the request relates, and not part thereof, to the person or persons named in the request within a period of three months after the General Meeting granted the approval requested.
3. If:
4. 1. the General Meeting does not adopt a resolution regarding the request for approval within six weeks after the request has been received by the Management Board; or
   2. the approval has been refused without the General Meeting having informed the Transferor, at the same time as the refusal, of one or more transferees that wish to purchase all the Shares to which the request for approval relates for payment in cash (Transferees),
   3. the approval requested shall be considered to have been granted, in the event mentioned under (a), on the final day of the six-week period mentioned under (a).
5. The Shares to which the request for approval relates can be purchased by the Transferees at a price to be mutually agreed between the Transferor and the Transferees or by one or more experts jointly appointed by them. If they do not reach agreement on the price or the expert or experts, as the case may be, the price shall be determined by three independent experts, one to be appointed by the Transferor, one to be appointed by the Transferee or Transferees and the third one to be jointly appointed by the experts thus appointed. The appointed experts shall be authorised to inspect all books and records of the Company and to obtain all such information as will be useful to them in determining the price.
6. Within one month of the price being determined, the Transferees must give notice to the Management Board of the number of Shares to which the request for approval relates they wish to purchase. A Transferee who fails to submit notice within said term shall no longer be regarded as a Transferee. Once the notice mentioned in the preceding

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