DRAFT RESOLUTIONS OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ATLANTIS SE WHICH WILL BE HELD ON 2 DECEMBER 2024
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. The Shareholders shall amend and approve the new Articles of Association in order to increase the share capital and the number of shares of the Company.
- 1.2. In connection therewith, to amend subsections 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. The minimum amount of share capital of the Company is 30 375 000 (thirty million three hundred seventy-five thousand) euros and the maximum amount of share capital is 121 500 000 (one hundred twenty-one million five hundred thousand) euros."
"2.4 The minimum number of the shares of the Company without nominal value is 303 750 000 (three hundred three million seven hundred fifty thousand) shares and the maximum number of the shares of the Company without nominal value is 1 215 000 000 (one billion two hundred fifteen million) shares."
1.3. 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 2023/2024.
- 2.1. To approve the annual report of the Company for the financial year 2023/2024.
- 2.2. Not to distribute profit to the shareholders of the Company.
- 2.3. To distribute all of the profits from financial year 2023/2024 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 293 625 000 new shares to the Shareholders of the Company, thus the number of shares of the Company increases from 10 125 000 to 303 750 000.
- 3.2. To increase the share capital of the Company through bonus issue at the expense of the premium in the amount of EUR 29 362 500 on the basis of the balance sheet as at 30.06.2024 provided in the 2023/2024 annual report. The record date of the bonus issue shall be 13.12.2024 at 17:00 CET.
- 3.3. By means of the bonus issue the share of the 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.