Carlson Investments Se

AGM Information • Jun 2, 2022

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on appointment of the Chairman of the Ordinary General Meeting

§ 1

Pursuant to Article 409 § 1 of the Commercial Companies Code, the General Meeting appoints .................................... the Chairman of the Ordinary General Meeting.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on the adoption of the agenda

§ 1

The Annual General Meeting adopts the following agenda:

1. opening of the Ordinary General Meeting and election of the Chairman.

2. ascertaining whether the General Meeting was properly convened and whether it is able to adopt resolutions.

3. adoption of the agenda

4 Adopt resolutions on:

1) Review and approve the Management Board Report on the Company's and the Group's activities for the financial year from 01-01-2021 to 31-12-2021;

2) to consider and approve the Company's Separate Financial Statements for the fiscal year 01-01-2021 to 31-12-2021;

3) to consider and approve the Consolidated Financial Statements of the Company for the financial year from 01-01-2021 to 31-12-2021;

4) Appropriation of net profit for 2021;

5) granting the President of the Management Board a vote of approval for the performance of his duties in 2021;

6) Adoption of the Supervisory Board Report for 2021;

7) acknowledgement of the fulfilment of duties by Members of the Supervisory Board in 2021;

8) increasing the Company's share capital, depriving shareholders of pre-emptive rights and amending the Company's Articles of Association

9) authorizing the Supervisory Board to determine the consolidated text of the Articles of Association.

5 Closing of the Meeting.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on consideration and approval of the Management Board's Report on the operations of the Company and the Capital Group for the financial year from 01-01-2021 to 31-12- 2021

Pursuant to Art. 393 point 1 and Art. 395 § 2 point 1 of the Commercial Companies Code in connection with § 29 par. 1 point 1 of the Company's Articles of Association, it is resolved as follows :

§ 1

The Report of the Board of Directors on the Activities of CARLSON INVESTMENTS and the Capital Group for the financial year from 01.01.2021 to 31.12.2021 is approved .

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on approval of the Separate Financial Statements

for the financial year from 01.01.2021 to 31.12.2021.

Pursuant to Art. 393 point 1 and Art. 395 § 2 point 1 of the Commercial Companies Code in connection with § 29 par. 1 point 1 of the Company's Articles of Association, it is resolved as follows :

§ 1

Approved:

Separate Financial Statements for the fiscal year 01-01-2021 through 31-12-2021, including

• 1) introduction to financial statements;
• 2) Separate balance sheet prepared as at 31-12-2021 showing the assets and liabilities of PLN 30,958,444.42 (in words: thirty million nine hundred fifty eight thousand four hundred forty four 42/100 zlotys),
• 3) Separate profit and loss account for the period from 1 January 2021 to 31 December 2021 showing a net profit of PLN 4,391,903.88 (in words: four million three hundred and ninety-one thousand nine hundred and three 88/100 zlotys),
• 4) Statement of changes in unconsolidated equity for the period from January 1, 2021 to December 31, 2021.
• 5) Separate Statement of Cash Flows for the period from January 1, 2021 to December 31, 2021.
• 6) additional information and explanations.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on approval of the Consolidated Financial Statements

for the financial year from 01.01.2021 to 31.12.2021.

Pursuant to Art. 393 point 1 and Art. 395 § 2 point 1 of the Commercial Companies Code in connection with § 29 par. 1 point 1 of the Company's Articles of Association, it is resolved as follows :

§ 1

Approved:

Consolidated Financial Statements for the fiscal year 01-01-2021 through 31-12-2021, including

• 1) introduction to financial statements;
• 2) consolidated balance sheet prepared as at 31-12-2021, which on the assets and liabilities side shows a balance sheet total of PLN 38,547,637.97 (in words: thirty eight million five hundred forty seven thousand six hundred thirty seven 97/100 zlotys),
• 3) consolidated profit and loss account for the period from 1-01-2021 to 31-12- 2021 showing a net loss of PLN 555,674.90 (say: five hundred fifty five thousand six hundred seventy four 90/100 zlotys),
• 4) statement of changes in consolidated equity for the period from January 1, 2021 to December 31, 2021 ,
• 5) consolidated cash flow statement for the period from January 1, 2021 to December 31, 2021. ,
• 6) additional information and explanations.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

concerning allocation of the net profit for the financial year 2021

Acting in virtue of art. 395 § 2 item 2 of Commercial Companies Code and § 29 par.1 item 2 of the Company Statute, it is resolved as follows :

§ 1

It is hereby resolved that the net profit for the financial year from 01-01-2021 to 31-12-2021 in the amount of PLN 4,391,903.88 (in words: four million three hundred and ninety-one thousand nine hundred and three 88/100 zloty) shall be transferred to cover losses from previous years.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on granting a vote of acceptance to the President of the Management Board confirming the discharge of his duties in 2021

Pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code in conjunction with § 29.1.3 of the Company's Articles of Association, it is hereby resolved as follows :

§ 1

The President of the Management Board of CARLSON INVESTMENTS European Company - Mr. Aleksander Gruszczynski is hereby granted a vote of approval of the discharge of his duties in 2021 for the period from 1 January 2021 to 31 December 2021 .

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393 point 1 and Article 395 § 2 point 3 of the Commercial Companies Code in conjunction with § 29 par.1 point 3 of the Company's Articles of Association, hereby resolves as follows

§ 1

The Supervisory Board Member of CARLSON INVESTMENTS European Company - Mr.: Serge Telle is hereby granted a vote of approval of the discharge of his duties in 2021 for the period from 01-09-2021 to 31-12-2021.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29 par.1(3) of the Company's Articles of Association, hereby resolves as follows :

§ 1

Mr. Łukasz Marczuk, Member of the Supervisory Board of CARLSON INVESTMENTS European Company, hereby is granted a vote of approval of his duties performed in the year 2021 for the period from 01-01-2021 to 31-12-2021.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393 point 1 and Article 395 § 2 point 3 of the Commercial Companies Code in conjunction with § 29 par.1 point 3 of the Company's Articles of Association, hereby resolves as follows

§ 1

The Supervisory Board Member of CARLSON INVESTMENTS European Company - Ms: Kinga Dębicka, acknowledges the fulfilment of duties in 2021 for the period from 01-01- 2021 to 31-12-2021.

§ 2

.

RESOLUTION NO. 11

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29 par.1(3) of the Company's Articles of Association, hereby resolves as follows :

§ 1

Mr. Damian Goryszewski, Member of the Supervisory Board of CARLSON INVESTMENTS European Company, is hereby granted a vote of approval of the discharge of his duties in 2021 for the period from 31-03-2021 to 31-12-2021.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29 par.1(3) of the Company's Articles of Association, hereby resolves as follows :

§ 1

The Supervisory Board Member of CARLSON INVESTMENTS European Company - Ms: Penelope Hope, acknowledges the fulfilment of her duties in 2021 for the period from 01.09.2021 to 31.12.2021.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393(1) and Article 395 § 2(3) of the Commercial Companies Code in conjunction with § 29 par.1(3) of the Company's Articles of Association, hereby resolves as follows :

§ 1

The Supervisory Board Member of CARLSON INVESTMENTS European Company - Ms: Silvia Andriotto, a discharge of her duties in 2021 for the period from 01.09.2021 to 31.12.2021.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393 point 1 and Article 395 § 2 point 3 of the Commercial Companies Code in conjunction with § 29 point 1 sub-point 3 of the Company's Articles of Association, hereby resolves as follows :

§ 1

A vote of approval is hereby granted to Ms. Isabelle Peeters, Member of the Supervisory Board of CARLSON INVESTMENTS European Company, confirming the discharge of her duties in 2021 for the period from 01.09.2021 to 31.12.2021 .

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393 point 1 and Article 395 § 2 point 3 of the Commercial Companies Code in conjunction with § 29 point 1 sub-point 3 of the Company's Articles of Association, hereby resolves as follows :

§ 1

The Supervisory Board Member of CARLSON INVESTMENTS European Company - Ms: Violetta Vrublevskaya, discharge of her duties in 2021 for the period from 01.09.2021 to 31.12.2021.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393 point 1 and Article 395 § 2 point 3 of the Commercial Companies Code in conjunction with § 29 point 1 sub-point 3 of the Company's Articles of Association, hereby resolves as follows :

§ 1

Mr. Paweł Szewczyk, Member of the Supervisory Board of CARLSON INVESTMENTS European Company, hereby is granted a vote of approval of his duties performed in the year 2021 for the period from 01.01.2021 to 01.09.2021.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393 point 1 and Article 395 § 2 point 3 of the Commercial Companies Code in conjunction with § 29 point 1 sub-point 3 of the Company's Articles of Association, hereby resolves as follows :

§ 1

Mr. Grzegorz Kubica, Member of the Supervisory Board of CARLSON INVESTMENTS European Company, hereby is granted a vote of approval of his duties performed in the year 2021 for the period from 01.01.2021 to 01.09.2021.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on acknowledgement of the fulfilment of duties by the Member of the Company's Supervisory Board in 2021.

The Ordinary General Meeting, acting pursuant to Article 393 point 1 and Article 395 § 2 point 3 of the Commercial Companies Code in conjunction with § 29 point 1 sub-point 3 of the Company's Articles of Association, hereby resolves as follows :

§ 1

The fulfilment of duties by the Member of the Supervisory Board of CARLSON INVESTMENTS European Company, Mr Wojciech Przybyła, for the period from 01.01.2021 to 02.03.2021 is hereby acknowledged.

§ 2

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

on increasing the Company's share capital, on depriving the shareholders of the preemptive right and on amending the Company's Articles of Association

Acting pursuant to art. 431 § 1, § 2 point 1), § 3a, § 6 and § 7 in connection with art. 432 in connection with art. 433 § 1 and 2 in connection with art. 430 § 1 and 5 and in connection with art. 310 § 2 of the Commercial Companies Code, in connection with § 29 par. 1 point 5) and point 6) of the Company Statute, the Annual General Meeting decides as follows :

§ 1

1. the Company's share capital shall be increased by an amount not less than EUR 500,000.00 (five hundred thousand euro and 00/100) and not more than EUR 2,000,000.00 (two million euro and 00/100), by issuing not less than 595,239 (five hundred and ninety-five thousand two hundred and thirty-nine) and not more than 2.380,952 (two million three hundred and eighty thousand nine hundred and fifty-two) series T shares, numbered successively from T 0,000,001 to 2,380,952, with a par value of EUR 0.84 (in words: eightyfour euro cents) per share ("Series T Shares").

Series T shares shall be ordinary bearer shares. No special rights shall be attached to Series T Shares.

Series T shares may be covered with cash or non-cash contributions.

Series T Shares shall be offered in a private placement, within the meaning of Article 431 § 2 item 1) of the Polish Commercial Companies Code, by way of the Company's offers to acquire Series T Shares to no more than 149 (one hundred and forty-nine) designated addressees, who shall be indicated by the Company's Management Board in a resolution.

1. written acceptance of the offers to take up Series T Shares and execution of the agreements to take up Series T Shares shall take place within 6 (six) months from the date of passing this Resolution. The share capital increase shall come into effect if Series T Shares with the total par value of EUR 500,000.00 (five hundred thousand euro and 00/100) are duly subscribed for.

The date of making the contributions for Series T Shares shall be determined by the Company's Management Board in a resolution.

7 Series T Shares shall be subject to mandatory dematerialization and therefore, by operation of law, may not be issued in the form of documents and may not be issued in collective share certificates.

The issue price of Series T Shares shall be determined by a resolution of the Company's Management Board.

9 Series T Shares shall participate in dividends on the following terms:

a) Series T Shares first recorded in the Shareholders' Register in a given financial year, at the latest up to and including the dividend date set by the Company's General Meeting, shall participate in profit distribution starting from the first day of the financial year preceding the financial year in which Series T Shares were recorded in the Shareholders' Register;

b) Series T Shares first recorded in the Shareholders' Register in a given financial year, after the dividend date established by the General Meeting of the Company, shall participate in profit distribution starting from the first day of the financial year in which Series T Shares were recorded in the Shareholders' Register.

§ 2

The Ordinary General Meeting acknowledges and accepts the conclusions of the written opinion of the Company's Management Board justifying the reasons for depriving the Company's shareholders of their entire pre-emptive rights to Series T Shares. In the Company's interest, its existing shareholders shall be entirely deprived of pre-emptive rights to Series T Shares.

§ 3

In connection with the increase of the share capital of the Company, pursuant to § 1 of this resolution, the Articles of Association of the Company shall be amended by giving new wording to § 6 of the Articles of Association:

"SHARE CAPITAL, AUTHORIZED CAPITAL, REDEMPTION OF COMPANY SHARES § 6

The share capital of the Company shall be not less than EURO 7,182,783.80 (seven million one hundred eighty two thousand seven hundred eighty three EURO 80/100) and not more than EURO 8,682,783.80 (eight million six hundred eighty two thousand seven hundred eighty three EURO 80/100) and shall be divided into the following shares:

(2) The shares listed in paragraph (1) shall consist of the following shares:

a) 5,100 (in words: five hundred thousand one hundred) series "A" bearer shares of nominal value

EUR 0.84 (in words: eighty-four euro cents) each,

b) 7,500 (in words: seven thousand five hundred) series "B" bearer shares with a value of nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

c) 12,500 (in words: twelve thousand five hundred) series "C" bearer shares with a value of nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

d) 124,900 (in words: one hundred and twenty-four thousand nine hundred) series bearer shares

"D" with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

e) 5,000 (five thousand) series "E" bearer shares with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

f) 29,875 (twenty-nine thousand eight hundred and seventy-five) shares for F series bearer with a nominal value of EUR 0.84 (in words: eighty-four euro) cents) each,

g) 4,125 (four thousand one hundred and twenty-five) series "G" bearer shares with a value of

nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

h) 4,625 (four thousand six hundred and twenty-five) series "I" bearer shares with a value of nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

i) 46,375 (forty six thousand three hundred seventy five) series bearer shares

"J" with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

j) 460,000 (four hundred and sixty thousand) series "K" bearer shares with a value of nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

k) 129,358 (one hundred twenty nine thousand three hundred fifty eight) shares for Series "L" bearer with a nominal value of EUR 0.84 (in words: eighty-four euro) cents) each,

l) 717,250 (seven hundred and seventeen thousand two hundred and fifty) bearer shares Series M with a nominal value of EUR 0.84 (in words: eighty-four euro cents) each, m) 1,223,500 (one million two hundred and twenty-three thousand five hundred) bearer shares

N" series with a par value of EUR 0.84 (in words: eighty four euro cents) each,

n) 2,499,999 (two million four hundred and ninety nine thousand nine hundred and ninety nine) shares for

O series bearer with a nominal value of EUR 0.84 (in words: eighty-four euro) cents) each,

o) 250,000 (two hundred and fifty thousand) series "P" bearer shares with a value of nominal value of EUR 0.84 (in words: eighty-four euro cents) each,

p) 1,201,578 (one million two hundred and one thousand five hundred and seventy-eight) shares

bearer series "R" of the nominal value of EUR 0.84 (in words: eighty-four Euro cents) each,

r) 1,234,010 (one million two hundred and thirty-four thousand and ten) shares for S series bearer with a nominal value of EUR 0.84 (in words: eighty-four euro) cents) each,

s) not less than 595,239 (five hundred and ninety-five thousand two hundred and thirty-nine) and not more than 2,380,952 (two million three hundred and eighty thousand nine hundred and fifty-two) series "T" bearer shares with a nominal value of EUR 0.84 (eighty-four euro cents) each.

§ 4

The Ordinary General Meeting of the Company resolves to apply for admission and introduction of Series T Shares to trading in the Alternative Trading System on the NewConnect market operated by the Warsaw Stock Exchange. ("WSE").

§ 5

(1) In connection with the adopted increase in the Company's share capital and the adopted amendment to the Company's Articles of Association, the Board of Directors of the Company is hereby authorized and directed to perform all legal and factual acts necessary to carry out this part of this resolution in accordance with applicable laws, including, but not limited to

a) determine, by way of a resolution of the Management Board, the deadline [for making cash/non-cash contributions] for Series T Shares;

b) determine, by way of a resolution of the Management Board, the issue price of Series T Shares;

c) designate, by way of a resolution of the Management Board, not more than 149 addressees to whom the Company shall submit offers to acquire Series T Shares;

d) make offers to subscribe for Series T Shares to no more than 149 designated addressees, pursuant to Art. 431 § 2.1) of the Commercial Companies Code, on the terms and conditions set forth herein, and conclude with them agreements to subscribe for Series T Shares;

e) filing with the registry court a duly completed and paid-up application for the registration of the share capital increase and amendments to the Company's Articles of Association resulting from this resolution;

(f) to do all other actual and legal acts necessary to carry out the provisions of this Resolution.

2 In connection with the decision to apply for admission and introduction of Series T Shares to trading in the Alternative Trading System on the NewConnect market operated by the WSE and the obligation to dematerialize Series T Shares, the Company's Management Board is hereby authorized to perform all legal and factual acts necessary to execute this part of the resolution in accordance with the applicable laws, including in particular

a) take all actions necessary to dematerialize Series T Shares, including concluding an agreement with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) on registration of Series T Shares in the deposit of securities;

b) take all actions necessary to introduce Series T Shares to trading in the Alternative Trading System on the NewConnect market operated by the WSE;

c) filing of any relevant applications or notifications to the Polish Financial Supervision Authority to the National Depository for Securities S.A. or to the WSE;

(d) to do all other actual and legal acts necessary to carry out the provisions of this Resolution.

§ 6

This resolution shall become effective upon registration in the National Court Register of the amendments to the Articles of Association adopted pursuant to this resolution of the Annual General Meeting of June 29, 2022 .

of the Ordinary General Meeting

CARLSON INVESTMENTS SE seated in Warsaw

dated June 29, 2022.

concerning authorization of the Supervisory Board to determine the uniform text of the Articles of Association

§ 1

Pursuant to Article 430 § 5 of the Commercial Companies Code, the Ordinary General Meeting authorizes the Company's Supervisory Board to determine the consolidated text of the Company's Articles of Association, taking into account the amendments resulting from the resolutions adopted at today's Ordinary General Meeting of the Company.

§ 2