CurrentReport No. 31/ 2021Company:CARLSON INVESTMENTS S.A.Topic:Intentionto merge the Issuer to become a European Company. Agreeing upon theMerger PlanLegalBasis:MAR17Contentsof the Report:TheManagement Board of CARLSON INVESTMENTS S.A. with its registered officein Warsaw, hereby announces, with reference to the current report ESPIno 26/2021, that on 27/10/2021 a Merger Plan of the Issuer and its Czechlaw subsidiary, i.e. CARLSON TECH VENTURES Akciová společnost, with itsregistered office in Český Těšín, Czech Republic, was agreed. the Planof Merger of the Issuer and the Issuer's subsidiary under the Czech law,i.e. CARLSON TECH VENTURES Akciová společnost based in Český Těšín, theCzech Republic, was agreed.Basedon the plan established on 17/10/2021, 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 Akciová společnost with its registered office in ČeskýTěšín, address: Hlavní třída 87/2, 737 01 Český Těšín, Czech Republicentered in the Commercial Register kept by the District Court inOstrava, Section B under number 11369, identification number 11813385(hereinafter: the Target Company). The merger will take place inaccordance with the provisions of Article 2(1) in conjunction withArticles 17(2)(a) and 18 of Council Regulation (EC) No 2157/2001 of 8October 2001 on the Statute for a European Company (SE) of 8 October2001. (Official Journal of the European Union L No. 294, p. 1) throughthe acquisition of the Target Company by the Acquiring Company.TheIssuer - CARLSON INVESTMENTS S.A. informs that it is an entity holding100% of shares and 100% of votes of CARLSON TECH VENTURES Akciováspolečnost - 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 agreedwith theManagement Board of the Target Company on 27 October 2021 and appendicesthereto: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 30September 2021;4)a statement on the accounting books of the Target Company prepared forthe purpose of the Merger as at 30 September 2021;5)a statement of the accounting books of the Acquiring Company being apublic company prepared for the purpose of the Merger as at 30 September2021;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 (CZ regulations);TheIssuer announces that both the Issuer and the Target Company have madethe following announcement about the planned merger in accordance withapplicable regulations on their respective websites atCARLSONINVESTMENTS S.A. - https://carlsonvc.com/CARLSONTECH VENTURES Akciová společnost - https://carlsontechvc.com/ Inaddition, 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 Merged Company's assets as at 30 September2021,-a statement of the accounting books of the Target Company prepared forthe purpose of the Merger as at 30 September 2021.-a statement of the accounting books of the Acquiring Company being apublic company prepared for the purpose of the Merger as at 30 September2021.-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).