Carlson Investments Se

M&A Activity • Dec 8, 2021

CurrentReport No.38/2021Dateof writing: 08-12-2021Company:CARLSON INVESTMENTS S.A.Topic:FirstNotice of Intention to Merger CARLSON INVESTMENTS S.A. (AcquiringCompany) withCARLSON TECH VENTURES Akciov_#225; spole_#269;nost (AcquiredCompany)LegalBasis:MAR 17Contentsof the Report:TheManagement Board of CARLSON INVESTMENTS S.A. with its registered officein Warsaw, in connection with the Merger Plan agreed upon on December 8,2021, hereby notifies the shareholders for the first time of theintention to adopt a resolution on the merger of CARLSON INVESTMENTSS.A. with CARLSON TECH VENTURES Akciov_#225; spole_#269;nost.Joiningwill include:1.the Acquiring Company - CARLSON INVESTMENTS SPÓŁKA AKCYJNA with itsregistered office in Warsaw (00-125) at Emilii Plater 49, Poland,entered into the Register of Entrepreneurs of the National CourtRegister under KRS 0000148769, NIP 6342463031, REGON 277556406, being apublic company (hereinafter: the Acquiring Company).2.CARLSONTECH VENTURES 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 Republicentered in the Commercial Register kept by the District Court inOstrava, 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, respectively under the addresses CARLSON INVESTMENTS S.A. -https://carlsonvc.comand CARLSON TECH VENTURES Akciov_#225; spole_#269;nost -https://carlsontechvc.com_#160;as well as in a currentreport of CARLSON INVESTMENTS S.A. ESPI on 08.12.2021. The MergerDocuments are also available for inspection in the Company's registeredoffice at Emilii Plater 49, from Monday to Friday between 10:00 am and4:00 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 - an Acquired Company, therefore the merger shall be executedaccording to the procedure provided for in Article 31 of the SERegulation.Inview of the adopted merger procedure, CARLSON INVESTMENTS S.A. informsthat:-the plan of merger will not be subject to an expert examination,-there will be no increase in the share capital of the Acquiring Company.-share exchange ratio and compensation amounts are not determined;-the terms and conditions of the 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.Personsrepresenting the companyAleksanderGruszczyński - President of the Management Board