DRAFT RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ATLANTIS SE WHICH WILL BE HELD ON 7 JANUARY 2022
1. Amendment of the articles of association of the Company and approval of the new version of the articles of association of the Company
1.1. In connection with the bonus issue (Est. fondiemissioon) of the shares of the Company, to amend sections 2.1 and 2.4 of the articles of association of the Company and to approve it in the new wording as follows:
"2.1. Minimalny kapitał zakładowy spółki to 32 000 000 (trzydzieści dwa miliony) euro, a maksymalny kapitał zakładowy to 128 000 000 (sto dwadzieścia osiem milionów) euro."
"2.4 Najmniejsza liczba akcji spółki bez wartości nominalnej to 320 000 000 (trzysta dwadzieścia milionów), największa liczba akcji spółki to 1 280 000 000 (jeden miliard dwieście osiemdziesiąt milionów)."
1.2. To approve the new version of the Company's articles of association with the abovementioned amendments.
2. Approving the annual report of the Company for the financial year 2020/2021.
- 2.1. To approve the annual report of the Company for the financial year 2020/2021
- 2.2. To transfer all of the profits from financial year 2020/2021 to the supplementary capital of the Company.
3. Increasing the share capital of the Company through bonus issue
- 3.1. To increase the share capital of the Company through bonus issue by issuing 326 250 000 new shares to the shareholders of the Company, thus the number of shares of the Company increases from 11 250 000 to 337 500 000.
- 3.2. To increase the share capital of the Company through bonus issue at the expense of the premium in the amount of EUR 32 444 000 on the basis of the balance sheet as at 30.06.2021 provided in the 2020/2021 annual report and at the expense of the other reserves in the amount of EUR 181 000 on the basis of the balance sheet as at 30.06.2021 provided in the 2020/2021 annual report. The record date of the bonus issue shall be on 19.01.2022 17:00 CET.
- 3.3. By means of the bonus issue the share of any shareholder in the share capital of the Company will increase in proportion to the share in the share capital as at the date of establishing the right to participate in the bonus issue. Therefore, as a result of the bonus issue every shareholder shall receive 29 shares for each 1 share owned by the shareholder of the Company.
- 3.4. The authorization and obligation of the Management Board of the Company to take all legal and factual actions related to the issue of bonus shares, including in particular:
- 3.4.1. authorize the Management Board to set a record day for obtaining the rights to receive new shares by shareholders who hold the Company's shares listed on the Warsaw Stock Exchange.
- 3.4.2. authorize the Management Board to register the shares issued under the bonus issue with the National Depository for Securities (KDPW) and with the NASDAQ CSD (home deposit) kept for the benefit of the Company.
- 3.4.3. authorize the Management Board to perform all actions necessary to admit the shares issued under the bonus issue to trading on the regulated market and to dematerialize these shares.