Atlantis SE

AGM Information • Nov 13, 2020

DRAFT RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ATLANTIS SE WHICH WILL BE HELD ON 7 DECEMBER 2020

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. In connection with the bonus issue (Est. fondiemissioon) of the shares of the Company, to amend sections 2.1 and 2.4 of the articles of association of the Company, additionally adding section 4.8 to the articles of association and to approve it in the new wording as follows:
• " 2.1.The minimum amount of share capital of the Company is 10 000 000 euros and the maximum amount of share capital is 40 000 000 euros."

"2.4. The minimum number of the shares of the Company without nominal value is 100 000 000 (one hundred million) shares and the maximum number of the shares of the Company without nominal value is 400 000 000 (four hundred million) shares."

"4.8. The shareholders may not vote prior to the general meeting as per § 298² of the Commercial Code."

1.2. 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 2019/2020 and coverage of the loss for the financial year 2019/2020.

• 2.1. To approve the annual report of the Company for the financial year 2019/2020.
• 2.1. Coverage of the loss for the financial year 2019/2020 from supplementary capital.
• 2.2. Not to make distributions to the legal reserve or other reserves of the Company.
• 2.3. Not to distribute profit.

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 250 000 000 new shares to the shareholders of the Company, thus the number of shares of the Company increases from 25 000 000 to 275 000 000.
• 3.2. To increase the share capital of the Company through bonus issue at the expense of the premium in the amount of EUR 27 500 000 on the basis of the balance sheet as at 30.06.2020 provided in the 2019/2020 annual report. The record date of the bonus issue shall be on 14.12.2020 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 of the Company shall receive 10 new 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 series 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.