19.04.2018
Merger of the Issuer

Merger of the Issuer – ATLANTIS S.A. (Acquiring Company) with ATLANTIS1 Polska Akciová společnost (Acquired Company), adoption by the Issuer of the legal form of the European Company SE and amendment to the Articles of Association

The Management Board of ATLANTIS SE _Emitent_ with its registered office in Płock, hereby informs that on 19.04.2018. registration of the merger of the Issuer previously acting as a joint stock company under the Polish law under the business name ATLANTIS SPÓŁKA AKCYJNA with the registered office in Płock at ul. Padlewskiego 18C, Poland, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIV Economic Department under the number KRS 0000033281, NIP 5220000743, REGON 012246565 with the company ATLANTIS1 Polska Akciová společnost with the registered office in Ostrava address: Poděbradova 2738/16, Moravská Ostrava, 702 00 Ostrava, Czech Republic entered in the Commercial Register kept by the District Court in Ostrava, Section B under No. 10982, Identification No. 06503624 _Further: Target Company_. The Acquiring Company ATLANTIS S.A. operates in the business of granting high-value loans, whereas ATLANTIS 1 Polska Akciová společnost operates in the business of production, trade and other services in accordance with the objects of activity disclosed in the relevant register, ATLANTIS1 Polska Akciová společnost being a special purpose entity, which was registered on 10 October 2017.

As a result of the registration of the merger by the District Court for the Capital City of Warsaw in Warsaw, the Issuer assumed the legal form of a European Company and currently operates under the name of ATLANTIS SE with its registered office in Płock at ul. Padlewskiego 18C, Poland, registered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Division under the number KRS 0000728463, REGON 380009280, NIP no. has not yet been assigned.

The merger took place under the conditions specified in the Merger Plan dated 30.11.2017 made available to the public free of charge on the websites of the merging companies respectively at the addresses ATLANTIS S.A. – http://www.atlantis-sa.pl and ATLANTIS1 Polska Akciová společnost – http://atlantise.eu and also in the current report ATLANTIS S.A. ESPI No. 42/2017 on 30.11.2017. The merger took place through the acquisition of ATLANTIS S.A. by ATLANTIS1 Polska Akciová společnost, in accordance with the provisions of Article 2(1) in conjunction with Article 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 EU.L No.294, p.1__Further: SE Regulation_.

The merger was approved by the General Meeting of the Issuer on 3 January 2018. by Resolution No. 9, made public by ESPI Current Report No. 1/2018 on 3 January 2018.

The Issuer’s Management Board informs that currently the Company’s share capital is expressed in EURO and amounts to: EURO 2,750,000.00 _word: two million seven hundred and fifty thousand EURO 00/100_ and is divided into 25,000,000 _twenty-five million_ series A bearer shares with a nominal value of EURO 0.11 _word: eleven euro cents_.

The Issuer announces that, along with the registration of the merger, the amendments to the Company’s Articles of Association resulting from the resolutions of the Extraordinary General Meeting of 3 January 2018 were registered. Accordingly, the Issuer provides the full content of the current Articles of Association of the Company in the attachment to this report.

The Issuer also explains that in connection with the adoption of the legal form of the European Company, there have been no changes in the composition of the Issuer’s bodies, there have been no changes in the rights vested in the shareholders of the Company’s shares with the exception of the change in the nominal value of the shares _expression in EURO_ and the Company continues its legal existence and activities in the form of a European Company.

Attachments:

  1. Current wording of the Company’s Articles of Association
  2. Odpis KRS
  3. Current report 16/2018
30.11.2017
Merger plan

Intention to merge the Issuer to become a European Company. I Notification of the intention to merge ATLANTIS S.A. (Acquiring Company) with ATLANTIS1 Polska Akciová společnost (Acquired Company).

Attachments:

  1. Notification pursuant to Article 21 of the Ordinance
  2. Detailed information in accordance with Article 21 of the Ordinance
  3. Merger plan
  4. Draft resolution of the General Meeting of the Acquiring Company on the merger of the Companies
  5. Draft resolution of the General Meeting of the Acquired Company on the merger of the Companies
  6. Determination of the value of the assets of the Target Company as at 30.10.2017
  7. Semi-annual financial statements of the Acquiring Company which is a public company
  8. Current report 43/2017
15.12.2017
II Notification

II Notification of the intended merger of ATLANTIS S.A. (Acquiring Company) with ATLANTIS1 Polska Akciová společnost (Acquired Company)

The Management Board of ATLANTIS S.A. with its registered seat in Płock hereby notifies the shareholders for the second time of the intention to adopt a resolution on the merger of ATLANTIS S.A. with ATLANTIS1 Polska Akciová společnost.

The merger will involve:

1. the Acquiring Company – ATLANTIS SPÓŁKA AKCYJNA with its registered office in Płock, 18C Padlewskiego Street, Poland, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIV Business Department under KRS No. 0000033281, NIP 5220000743, REGON 012246565, being a public company _Further: Acquiring Company_.

The Acquired Company – ATLANTIS1 Polska Akciová společnost with its registered seat in Ostrava address: Poděbradova 2738/16, Moravská Ostrava, 702 00 Ostrava, Czech Republic entered in the Commercial Register kept by the District Court in Ostrava, Section B under No. 10982, Identification No. 06503624 _Further: Target Company_.

Under the conditions set out in the Merger Plan dated 30.11.2017 made available to the public free of charge on the websites of the merging companies respectively at the addresses ATLANTIS S.A. – http://www.atlantis-sa.pl and ATLANTIS1 Polska Akciová společnost – http://atlantise.eu and also in the current report ATLANTIS S.A. ESPI No. 42/ 2017 on 30.11.2017. The Merger Documents are also available for inspection at the Company’s registered office at 18C Padlewskiego Street in Plock, Monday to Friday from 10.00 am to 4.00 pm

The Merger shall be effected by means of acquisition of ATLANTIS S.A. by ATLANTIS1 Polska Akciová společnost, pursuant to the provisions of Article 2 (1) in connection with Article 17 (2) a_ and 18 of the Council Regulation _EC_ No. 2157/2001 of 8 October 2001 on the Statute for a European Company _SE_ of 8 October 2001. _J.Urz.EU.L No.294, p.1__Further: SE Regulation_.

The Acquiring Company – ATLANTIS S.A. is an entity holding 100% of the share capital and 100% of the votes of ATLANTIS1 Polska Akciová společnost – the Target Company, therefore the merger shall be executed according to the procedure provided for in Art. 31 of the SE Regulation.

In view of the adopted procedure of merger of the companies ATLANTIS S.A. informs that:

  • the merger plan will not be audited by an expert,
  • there shall be no increase of the share capital of the Acquiring Company.
  • the share exchange ratio and the amount of compensation are not determined;
  • the conditions for granting SE shares are not determined;

the date from which the shares held by the SE _Acquiring Company_ entitle it to participate in profits and any special conditions affecting this right are not specified;

The Issuer explains that the purpose of the merger between the Issuer and the Acquired Company is for the Issuer to obtain the status and legal form of a European Company.

II The Issuer made the notice of the intention to merge public by current report No. 43/2017 dated 30.11.2017.

Attachments:

  1. Current report 47/2017
28.12.2017
Management Board position

The Management Board of ATLANTIS S.A. with its registered office in Płock, with reference to current reports No. 42/2017, 43/2017 and 47/2017 of the Company, hereby makes public its position regarding the planned merger by way of acquisition by ATLANTIS S.A. of ATLANTIS1 Polska Akciová společnost, in accordance with the provisions of Article 2(1) in conjunction with Article 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. _J.Urz.EU.L No.294, p.1_.

The merger will involve:

1. the Acquiring Company – ATLANTIS SPÓŁKA AKCYJNA with its registered office in Płock at 18C Padlewskiego Street, Poland, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIV Business Department under KRS No. 0000033281, NIP 5220000743, REGON 012246565, being a public company _Further: the Acquiring Company_.

The Acquired Company – ATLANTIS1 Polska Akciová společnost with its registered seat in Ostrava address: Poděbradova 2738/16, Moravská Ostrava, 702 00 Ostrava, Czech Republic entered in the Commercial Register kept by the District Court in Ostrava, Section B under No. 10982, Identification No. 06503624 _Further: Target Company_.

Under the conditions set out in the Merger Plan dated 30.11.2017 made available to the public free of charge on the websites of the merging companies respectively at the addresses ATLANTIS S.A. – http://www.atlantis-sa.pl and ATLANTIS1 Polska Akciová společnost – http://atlantise.eu and also in the current report ATLANTIS S.A. ESPI No. 42/ 2017 on 30.11.2017. The Merger Documents are also available for inspection at the Company’s registered office at 18C Padlewskiego Street in Plock, Monday to Friday from 10.00 am to 4.00 pm

The Management Board of the Company positively evaluates the planned merger. The Issuer reiterates that the purpose of the merger between the Issuer and the Merged Company is for the Issuer to obtain the status and legal form of a European Company. In the opinion of the Management Board of the Company, the adoption, by way of merger, of the legal form of a European Company will enable the Issuer to more easily access the markets of all EU countries and will ensure appropriate recognition throughout the EU among potential customers and contractors, which will significantly broaden the potential market on which the Issuer will be able to operate. Furthermore, the Issuer’s Management Board notes that one of the advantages of the European Company status is a significant increase of the entity’s mobility within the EU countries. The Issuer’s Management Board predicts that obtaining the legal form of a European Company will contribute to further development of the Company in the long-term perspective.

Attachments:

  1. Current report 49/2017