Carlson Investments Se

M&A Activity • Dec 8, 2021

CurrentReport No.37/ 2021Dateof writing: 08-12-2021Company:CARLSON INVESTMENTS S.A.Topic:Information regarding the Issuer's merger to become a EuropeanCompany. Reconciliation of the Merger PlanLegalBasis:MAR 17Contentsof the Report:TheManagement Board of CARLSON INVESTMENTS S.A. with its registered officein Warsaw, hereby announces, with reference to ESPI current reports no.26/2021 of 14/09/2021, no. 31/2021 of 27/10/2021 and report no. 36/2021of 02/12/2021, that the Issuer will continue the merger procedure inorder to obtain the status of a European Company.Forthe reasons stated in the mentioned report no. 36/2021 of 2 December2021, the Issuer decided to abandon the procedure of merging the Issuerwith its Czech law subsidiary, i.e. CARLSON TECH VENTURES Akciov_#225;Spole_#269;nost, with its registered office in _#268;esk_#253; T_#283;_#353;_#237;n, the CzechRepublic, under the terms of the Merger Plan of 27 October 2012, anddecided to realign the Merger Plan in order for the Issuer to obtain thestatus of a European Company in the new wording.Thereforethe Management Board of CARLSON INVESTMENTS S.A., with its registeredoffice in Warsaw, informs that on 08.12.2021 the Merger Plan of theIssuer and the Issuer's subsidiary under the Czech law, i.e. CARLSONTECH VENTURES Akciov_#225; Spole_#269;nost, based in _#268;esk_#253; T_#283;_#353;_#237;n, the CzechRepublic, was agreed. the Merger Plan of the Issuer and the Issuer'ssubsidiary under the Czech law, i.e. CARLSON TECH VENTURES Akciov_#225;spole_#269;nost based in _#268;esk_#253; T_#283;_#353;_#237;n, the Czech Republic, was agreed.Thecontents of the Merger Plan of 08.12.2021r. incorporates all theprovisions of the Merger Plan of October 27, 2021, without anysignificant changes; differences in those Plans only boil down tochanges in the wording of the draft of the Articles of Association ofthe Issuer as a European Company in the scope of share capital, numberof shares and nominal value of shares expressed in EURO, which weredictated by the circumstances described in the report no. 36/2021 ofDecember 2, 2021, and take into account the value of the Company's sharecapital and all issues of the Issuer's shares, including the issue of_quot;S_quot; series shares which is currently subject to registration in theNational Court Register. The draft of the Articles of Associationincluded in the Merger Plan as of 08.12.2021r. The draft Articles ofAssociation included in the Merger Plan of 8 December 2021 alsoincorporates the changes resulting from the dynamic changes of the EURexchange rate that have recently taken place.Basedon the Plan of Merger agreed on 08.12.2021, the merger will involve:CARLSONINVESTMENTS SPÓŁKA AKCYJNA with its registered office in Warsaw (00-125)at Emilii Plater 49, Poland, entered into the Register of Entrepreneursof the National Court Register under KRS 0000148769, NIP 6342463031,REGON 277556406, being a public company (hereinafter: the AcquiringCompany).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).Themerger will take place in accordance with the provisions of Article 2(1)in conjunction with Articles 17(2)(a) and 18 of Council Regulation (EC)No 2157/2001 of 8 October 2001 on the Statute for a European Company(SE) of 8 October 2001. (Official Journal of the European Union L No.294, p. 1) through the acquisition of the Target Company by theAcquiring Company.TheIssuer - CARLSON INVESTMENTS S.A. informs that it is an entity holding100% of shares 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, the Issuer 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 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 to acquire by the Issuer the status and legal formof a European Company, moreover, the Management Board of the Issuer seesa number of benefits for the Company and its shareholders.Inparticular, the Management Board notes that the status of a EuropeanCompany will allow the company easier access to the markets of allEuropean Union countries and will ensure proper recognition of the legalform adopted throughout the European Union. Greater recognition of thelegal form of the European Company on the market in which the Companyoperates will, in the opinion of the Management Board, increase theconfidence of partners in the Company, which should also translate intostrengthening the Company's position, particularly in cooperation withentities based outside Poland.TheIssuer announces that the convening of a General Meeting, the subject ofwhich will also be a resolution on the merger of the Issuer, will beannounced by the Issuer in a separate report in accordance with theprocedure provided for convening General Meetings.Enclosedto this report the Issuer submits the merger plan agreed with theManagement Board of the Target Company on 8 December 2021 and appendicesto the plan:1)a draft resolution of the General Meeting of the Acquiring Company onthe merger of the Companies;2)a draft resolution of the General Meeting of the Acquired Company on themerger of the Companies;3)determining the value of the Acquired Company's assets as at 1 November2021;4)a statement of the accounting books of the Target Company prepared forthe purpose of the Merger as at 1 November 2021;5)a statement of the accounting books of the Acquiring Company being apublic company prepared for the purpose of the Merger as at 1 November2021;6)Articles of Association of the European Company (with translation);7)Notice Article 21 of the Regulation;8)Details from Article 21 of the Regulation;9)Report of the Boards of Directors justifying the merger;10)Report of the Board of Directors of the Target Company (required by CZregulations).TheIssuer announces that both the Issuer and the Target Company have madethe following announcements about the planned merger in accordance withapplicable regulations on their respective websites atCARLSONINVESTMENTS S.A. -_#160;https://carlsonvc.comCARLSONTECH VENTURES Akciov_#225; spole_#269;nost -https://carlsontechvc.comInaddition, the Issuer encloses for the information of the Company'sshareholders as provided for in Article 21 of the SE Regulation.Attachments:-a draft resolution of the General Meeting of the Acquiring Company onthe merger of the Companies,-a draft resolution of the General Meeting of the Acquired Company on themerger of the Companies,-determining the value of the Acquired Company's assets as at November 1,2021,-a statement of the accounting books of the Target Company prepared forthe purpose of the Merger as at 1 November 2021.-a statement of the accounting books of the Acquiring Company being apublic company prepared for the purpose of the Merger as at 1 November2021.-Articles of Association of the European Company (with translation),-Notice Article 21 of the Regulation,-Details from Article 21 of the Regulation,-Report of the Boards of Directors justifying the merger,-Report of the Management Board of the acquired company (CZ regulations)Personsrepresenting the companyAleksanderGruszczyński - President of the Management Board