Carlson Investments Se

M&A Activity • Dec 27, 2021

Current Report No. 40/2021Dateof writing: 27-12-2021Company: CARLSONINVESTMENTS S.A.Topic:Second Notice onthe Intention to Merger CARLSON INVESTMENTS S.A. (Acquiring Company)with CARLSONTECH VENTURESAkciov_#225;spole_#269;nost (Acquired Company)LegalBasis:Article 56 (1) (2) of the Act on PublicOffering, Conditions Governing the Introduction of Financial Instrumentsto Organised Trading, and Public Companies of July 29, 2005. (Journal ofLaws No 184, item 1539, as amended)Contentsof the Report:The Management Board ofCARLSON INVESTMENTS, with its registered office in Warsaw, herebynotifies its shareholders for the second time of its intention to adopta resolution on the merger of CARLSON INVESTMENTS S.A. with CARLSON TECHVENTURES Akciov_#225; spole_#269;nost.Joiningwill include:1. The Acquiring Company -CARLSON INVESTMENTS SPÓŁKA AKCYJNA with its registered office in Warsaw(00-125) at Emilii Plater 49, Poland, entered into the Register ofEntrepreneurs of the National Court Register under KRS 0000148769, NIP6342463031, REGON 277556406, being a public company (hereinafter: theAcquiring Company).2. CARLSON TECHVENTURES Akciov_#225; spole_#269;nost with its registered office in _#268;esk_#253; T_#283;_#353;_#237;n,address: Hlavn_#237; t_#345;_#237;da 87/2, 737 01 _#268;esk_#253; T_#283;_#353;_#237;n, Czech Republic enteredin the Commercial Register kept by the District Court in Ostrava,Section B under number 11369, identification number 11813385(hereinafter: the Target Company).Underthe conditions specified in the Merger Plan of 08.12.2021r. madeavailable to the public free of charge on the websites of the mergingcompanies under the addresses CARLSON INVESTMENTS S.A. -https://carlsonvc.com/ and CARLSON TECH VENTURES Akciov_#225; spole_#269;nost -https://carlsontechvc.com/as well as in the current report CARLSON INVESTMENTS S.A. ESPI No.37/2021 on 08.12.2021. The Merger Documents are also available forinspection in the Company's registered office at Emilii Plater 49, fromMonday to Friday, from 10:00 am to 4:00 pm.Themerger shall be effected through the acquisition by CARLSON INVESTEMNTSS.A. of the company CARLSON TECH VENTURES Akciov_#225; spole_#269;nost, inaccordance with the provisions of Article 2 (1) in connection withArticle 17 (2) (a) and 18 of the Council Regulation (EC) No. 2157/2001of 8 October 2001 on the Statute for a European Company (SE) of 8October 2001. (Official Journal of the European Union L No. 294, p. 1).TheAcquiring Company - CARLSON INVESTMENTS S.A. is an entity holding 100%of share capital and 100% of votes of CARLSON TECH VENTURES Akciov_#225;spole_#269;nost - the Target Company, therefore the merger shall be executedaccording to the procedure provided for in Article 31 of the SERegulation.In view of the adopted mergerprocedure, CARLSON INVESTMENTS S.A. informs that:-the plan of merger will not be subject to an expert examination,-there will be no increase in the share capital of the AcquiringCompany.- share exchange ratio and compensation amounts are notdetermined;- the terms and conditions ofthe grant of SE shares are not specified;-the date from which the shares held by the SE (the Acquiring Company)entitle the holder to participate in profits and any special conditionsaffecting this right shall not be determined;TheIssuer explains that the purpose of the merger of the Issuer with theAcquired Company is for the Issuer to obtain the status and legal formof a European Company.The Issuer publishedthe first notification of the intended merger in current report no.38/2021 of 08.12.2021.Persons representing the companyAleksanderGruszczyński - President of the Management Board.