Announcement.

A call to subscribe for the sale of ATLANTA POLAND SA shares

A call to subscribe for the sale of shares of ATLANTA POLAND S.A. with its registered office in Gdańsk (the "Call") is jointly announced by the following entities:
1) ATLANTA POLAND S.A. with registered office in Gdańsk, address: Załogowa 17 (80-557), entered into the Register of Entrepreneurs, kept by the District Court Gdańsk-Północ in Gdańsk, VII Commercial Division - National Court Register under KRS number: 0000162799 (the "Company");
2) Rockfield Holding AG with headquarters in Zug, Switzerland and
3) Rockfield Jurata Limited Liability Company with headquarters in Gdańsk,
("Summoner"),
in connection with the planned purchase of the Company's shares, entitling together with the Company's shares currently held by the Offerors who are parties to the agreement concluded on 6 December 2018 (the "Agreement"), referred to in art. 87 par. 1 point 5 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (unified text: Journal of Laws of 2018, item 512), (the "Act"), to exercise 100% of the total number of votes at the General Meeting of the Company.
This call is announced on the basis of art. 74 par. 1 and art. 91 par. 6 of the Act and in accordance with the Regulation of the Minister of Development and Finance of September 14, 2017 on the patterns of calls to subscribe for the sale or exchange of shares in a public company, the detailed manner of their publication and the conditions for acquiring shares as a result of these calls (Journal of Laws of 2017, item 1748) (the "Regulation").
All indications in the Call expressed in percentage are presented rounded up to a hundredth percent percentage
1. Designation of shares covered by the summons, their type and issuer with an indication of the number of votes at the general meeting, which entitles one share of a given type
The subject of this Call is 2,468,957 (in words: two million four hundred sixty eight thousand nine hundred and fifty seven) ordinary bearer shares with a nominal value of PLN 1.00 (in words: one) each, issued by the Company ("Shares") . The shares have been admitted and introduced to trading on the regulated market and are listed on the parallel market run by the Warsaw Stock Exchange S.A. ("WSE") and are registered in the securities depository kept byKrajowy Depozyt Papierów Wartościowych S.A. ("KDPW") and marked with the ISIN code PLATLPL00018. All Shares are of the same type and with the same entitlements, and each Action entitles to one vote at the General Meeting of the Company. The shares represent in total 40,53% (in words: forty percent and 53/100) of the total number of shares of the Company and entitle in total to 40,53% (in words: forty percent and 53/100) of the total number of votes at the General Meeting of the Company.
2. Name and surname or company (name), place of residence (registered office) and address of the requesting party or address for service - in the case of the requester being a natural person
The Callers act together in connection with the Agreement.
3. Name and surname or company (name), place of residence (registered office) and address of the entity purchasing the shares or address for deliveries - in the case of the purchaser being a natural person. 4. Company, registered office, address, telephone numbers , fax and e-mail address of the intermediary entity
Company (name): Dom Maklerski Banku Ochrony Środowiska SA ("Intermediary Entity", "BOŚ Brokerage House").
Registered office: Warsaw. Address: ul. Marszałkowska 78/80, 00-517 Warsaw
Telephone number: (22) 50 43 104
Fax number: (22) 50 43 349
Electronic mail address: [email protected]
5. Percentage of votes from the shares covered by the summons and the corresponding number of shares that the entity purchasing the shares intends to achieve as a result of the tender offer, with dematerialized shares and the number of votes attached to these shares.
As a result of the Offer:
1 The Company intends to purchase 1.218.381 (in words: one million two hundred eighteen thousand three hundred and eighty one) Shares, constituting 20% ​​(in words: twenty) of the total number of shares of the Company, entitling to 1.218.381 (in words: one million two hundred eighteen thousand three hundred and eighty one) votes at the General Meeting of the Company, constituting 20% ​​(in words: twenty) of the total number of votes at the General Meeting of the Company.
2. Rockfield Holding AG intends to acquire 1,250,576 (in words: one million two hundred fifty thousand five hundred and seventy six) shares, constituting 20.53% (in words: twenty and 53/100) of the total number of shares of the Company, entitling to 20, 53% (in words: twenty and 53/100) of votes at the General Meeting.
Define the proportion in which the acquisition will take placeshares in each of the entities purchasing Shares, in the event that the number of Shares covered by subscriptions as a result of the Tender Offer does not reach all 2,468,957 (in words: two million four hundred sixty eight thousand nine hundred and fifty seven) Shares being the subject of the Offer were indicated in point. 8 Calls.
As a result of purchasing all the Shares covered by the Tender Offer, the Company and Rockfield Holding AG together with Rockfield Jurata Sp. z o.o. they intend to jointly hold all shares in the Company, i.e. 6,091,904 (say: six million ninety one thousand nine hundred and four) shares of the Company, representing in total 100% of the share capital of the Company and entitling in total to 6,091,904 (in words: six million ninety one thousand nine hundred four) votes at the General Meeting, i.e. up to 100% of all votes at the General Meeting. At the same time, pursuant to art. 364 § 2 of the Act of 15 September 2000 - Code of Commercial Companies (unified text: Journal of Laws of 2018, item 650) ("CCC") The Company will not exercise its participation rights (including voting rights) from own shares, with the exception of the rights to sell them or perform activities that are intended to preserve these rights.
All Shares to be acquired by the Company and Rockfield Holding AG under the Tender Offer are dematerialized shares registered in the KDPW under the ISIN PLATLPL00018 code and each entitles to one vote at the General Meeting of the Company. 6. Identification of the minimum number of shares covered by subscriptions, at which the purchaser of shares undertakes to purchase these shares, and the corresponding number of votes - if specified.
The Company and Rockfield Holding AG undertake to purchase Shares covered by the provisions of provided that the Shares purchased together with the shares of the Company held by the Offerors will entitle to exercise at least 66% of the total number of votes at the General Meeting of the Company, i.e. subscriptions will cover at least 397,710 Shares (say: three hundred ninety seven thousand seven hundred ten) representing 6.53 % (say: six and 53/100) of the total number of shares in the Company, corresponding to 397,710 (in words: three hundred and ninety seven thousand seven hundred and ten), votes at the General Meeting entitling to exercise 6.53% (in words: six and 53/100) number of votes at the GeneralTo the General Meeting of the Company, subject to non-performance by the Company in accordance with Article 364 § 2 of the CCC of its own shares.
Pursuant to § 4 para. 2 of the Regulation, the Bidders reserve the right to decide on the acquisition of Shares covered by subscriptions under the Tender Offer, despite failure to comply with the above condition.
Pursuant to § 4 para. 3 and par. 4 of the Regulation, if the Tenderer decides to acquire the Shares despite failure to satisfy the condition referred to above, information about the failure to meet the deadline specified in the Tender Offer and whether the Tenderer has decided to acquire Shares covered by subscriptions for the sale of Shares in The call, despite not meeting the condition, will be forwarded in order to announce an information agency referred to in art. 58 of the Act, immediately, no later than on the first business day after the date on which the condition was to be fulfilled, and will be published in at least one national daily newspaper no later than two business days after the date on which the condition was to be fulfilled .
7. Total percentage of votes attached to the shares and the corresponding number of shares that the purchaser of the shares intends to achieve after the call has been made.
As at the date of the Call, the Company has no own shares. After the Tender Offer, the Company intends to reach the number of 1,218,381 (in words: one million two hundred eighteen thousand three hundred and eighty one) Shares, constituting 20% ​​(in words: twenty) of the total number of the Company's shares, entitling to 1.218.381 (in words: one million two hundred eighteen thousand three hundred eighty one) of votes at the General Meeting, constituting 20% ​​(in words: twenty) of the total number of votes at the General Meeting of the Company, subject to non-performance by the Company in accordance with paragraph 364 § 2 of the CCC from own shares.
As at the date of the Call, Rockfield Holding AG has 3,473,860 (in words: three million four hundred seventy three thousand eight hundred and sixty) Shares, representing 57.02% (fifty seven and 2/100) of the total number of shares of the Company, authorizing to exercise 57.02% (in words: fifty-seven and 2/100) votes at the General Meeting of the Company, representing 57.02% (in words: fifty seven and 2/100) of the total number of votes at the General Meeting of the Company. After the Call of Rockfield Holding AGit intends to achieve the number 4,744,436 (in words: four million seven hundred and twenty four thousand four hundred and thirty six) Shares, constituting 77.55% (seventy seven and 55/100) of the total number of shares of the Company, entitling to exercise 77.55% (in words : seventy-seven and 55/100) votes at the General Meeting of the Company, constituting 77.55% (in words: seventy-seven and 55/100) of the total number of votes at the General Meeting.
After the Call, the Company and Rockfield Holding AG, along with Rockfield Jurata Sp. z o.o. they intend to jointly hold all shares in the Company, i.e. 6,091,904 (say: six million ninety one thousand nine hundred and four) shares of the Company, representing in total 100% of the share capital of the Company and entitling in total to 6,091,904 (in words: six million ninety one thousand nine hundred four) votes at the General Meeting, i.e. up to 100% of all votes at the General Meeting. At the same time, pursuant to art. 364 § 2 of the Commercial Companies Code, the Company shall not exercise its participation rights (including voting rights) from own shares, except for the rights to sell them or perform activities that are aimed at maintaining these rights. 8. Defining the proportions in which the shares will be acquired by each of the entities purchasing shares - if, on the basis of the tender offer, the shares are intended to acquire more than one entity
As a result of the Call, the Company and Rockfield Holding AG: as the purchasers intend to acquire in total 2,468,957 (in words: two million four hundred sixty eight thousand nine hundred and fifty seven) Shares authorizing to 2,468,957 (in words: two million four hundred sixty eight thousand nine hundred and fifty seven) of the total number of votes at the General Meeting of the Company, ie up to 40,53 % (say: forty percent and 53/100) of the total number of votes at the General Meeting of the Company, including respectively:
1. in the event that the number of Shares covered by subscriptions under the Tender Offer does not exceed 1,250,576 Shares, all Shares will be acquired Rockfield Holding AG,
2. if the number of Shares covered by subscriptions as a result of the Tender Offer will be greater than 1.250.576 Shares, 1.250.576 Shares will be acquired by Rockfield Holding AG and the excess of Shares over 1.250.576 Shares will be acquired by the Company.
9. The price at which the shares covered by the call will be purchased, determined separately for eachfrom types of shares with identical rights as to voting rights - if the shares covered by the tender offer differ in terms of the number of votes at the general meeting to which the given type of share entitles.
The price for which the Company and Rockfield Holding AG undertake to purchase Shares is PLN 4.20 (in words: four zlotys twenty groszy) for one Share ("Price"). All Shares covered by the Offer are shares of the same type, as each one Share entitles to one vote at the General Meeting of the Company.

10. Price from which, pursuant to art. 79 of the Act, there can not be a lower price specified in item 9, specified separately for each type of shares with identical voting rights - if the shares covered by the tender differ in terms of the number of votes at the general meeting, which entitles the given type of shares to an indication of the basis for determining this price
All Shares covered by the Tender Offer are shares of the same type, as each one Share entitles to one vote at the General Meeting of the Company. The price specified in point 9 is not lower than the minimum price, determined in accordance with art. 79 of the Act, i.e. it is not lower than the average market price of the Company's shares from the 3 and 6 months preceding the announcement of the Tender Offer.
The arithmetic average of the average daily market prices weighted by the volume of trading in the Company's shares on the WSE from the last 3 months preceding the announcement of the Offer, during which the Company's shares were traded, is PLN 3.64 (in words: three zlotys and sixty four groszes) one Action.
The arithmetic average of the average daily market prices weighted by the volume of trading in the Company's shares on the WSE from the last 6 months preceding the announcement of the Offer, during which the Company's shares were traded, amounts to PLN 3.87 (in words: three zlotys and eighty seven groszy) one Action.
Having regard to the requirements of art. 79 paragraph 2 of the Act, the Price is also not lower than the highest price, which the Calling entities from their subsidiary, entities in their possession paid within 12 months before the announcement of the Tender Offer, for the Company's shares, which is PLN 2.30 (in words: two zlotys and thirty groszys) for one Action.
The Caller did not also acquire the Company's shares in exchange for non-cash benefits in the period of 12 months before the dayforwarding the Call.
11. Duration of the tender offer, including the date of subscription for shares covered by the tender offer, with an indication of whether and under what conditions the subscription period will be shortened or extended
Date of announcement of the Tender Offer: December 6, 2018
Start date for accepting subscriptions: January 7, 2019.
. End date for subscriptions: 6 February 2019.
Planned transaction date on the WSE: February 11, 2019.
Planned transaction settlement date: February 13 2019.
Callers may decide to shorten the subscription period if the purpose of the Call is reached, i.e. to submit subscriptions for sale of all Shares subject to the Call. If the Tenderer decides to shorten the subscription period, they shall make this intention public at the time of accepting subscriptions for the Shares subject to the Tender Offer, no later than 7 (seven) days prior to the expiration of the shortened subscription period, i.e. pursuant to § 5 sec. 5 point 2 of the Regulation. Invokers may (at one time or multiple times), at their own discretion, decide to extend the subscription period in accordance with the provisions of the Regulation.
Pursuant to § 7 para. 2 point 3 of the Regulation, the period for accepting subscriptions for the sale of Shares in the Tender Offer may be extended jointly up to no more than 70 (seventy) days. Pursuant to § 7 para. 5 of the Regulation, the Offerors will notify about the extension of the subscription period for the sale of Shares in the Tender Offer no later than 7 (seven) days prior to the original subscription period for the sale of Shares in the Tender Offer.
The period of accepting subscriptions for Shares may be (once or several times) extended in accordance with the law, up to a maximum of 120 days, in particular in the event of justified circumstances indicating that the purpose of the Tender may not be fulfilled, and Shares covered by subscriptions made within the first 70 days of accepting subscriptions will be acquired not later than within 10 business days following the end of the first 70 days, pursuant to § 5 para. 3 point 1 lit. (a) Regulation. Pursuant to § 5 para. 5 point 1 lit. a Regulations, the Caller will notify about the extension of the subscription period for the sale of Shares in the Tender Offer no later than 14 days before the original deadline expiresaccepting subscriptions for the sale of Shares in the Call.
Pursuant to § 7 para. 2 point 2 of the Regulation, the number and dates of the purchase of Shares are subject to change. Pursuant to § 7 para. 4 of the Regulation, these changes may be introduced no later than 5 business days before the date of the first purchase transaction of the Shares under the Tender Offer.

12. Indication of the dominant entity to the Offerors
The dominant entity in the direct business, i.e. as the majority shareholder, is Rockfield Holding AG.
Parent company of Rockfield Jurata Sp. z o.o. directly, i.e. as the majority shareholder of Rockfield Trading Limited based in Cyprus.
The entity directly dominating Rockfield Holding AG and Rockfield Trading Limited is Mr. Dariusz Mazur.
13. Indication of the parent company of the entity purchasing the shares
Information on the parent company of the Company and Rockfield Holding AG are given in point. 12 above.
14. The percentage number of votes attached to shares and the corresponding number of shares which the caller has together with the parent company, subsidiaries or entities that are parties to the agreement referred to in art. 87 par. 1 point 5 of the Act
The Offerors are parties to the agreement referred to in art. 87 par. 1 point 5 of the Act.
As at the date of the Call, the Company has no own shares.
As at the announcement date of the Call, Rockfield Jurata Sp. z o.o. has the number of 149,087 (in words: one hundred and forty-nine thousand and eighty-seven) shares, representing 2.45% (in words: two and 45/100) of the total number of shares of the Company, entitling to exercise 2.45% (in words: two and 45/100) votes at the General Meeting of the Company, constituting 2.45% (in words: two and 45/100) of the total number of votes at the General Meeting of the Company.
Rockfield Trading Limited is a direct dominant entity of Rockfield Jurata Sp. z o.o., as its majority shareholder.
As at the date of the Call, Rockfield Holding AG has 3,473,860 (in words: three million four hundred seventy three thousand eight hundred and sixty) Shares, representing 57.02% (fifty seven and 2/100) of the total number of shares of the Company, authorizing to exercise 57.02% (in words: fifty-seven and 2/100) of votes at the General Meeting of the Company.
The entity directly dominating Rockfield Holding AG and Rockfield Trading Limited is Mr. Dariusz Mazur.
By Rockfield Jurata Sp. z o.o. and Rockfield Holding AG, Mr. Dariusz Mazur has a number of 3,622,947 (in words: three million six hundred and twenty-two thousand nine hundred and forty-seven) Shares, representing 59.47% (in words: fifty-nine and 47/100) of the total number of shares of the Company entitling to exercise 3.622.947 (in words: three million six hundred twenty two thousand nine hundred and forty seven) Shares, votes at the General Meeting of the Company, constituting 59.47% (in words: fifty nine and 47/100) of the total number of votes at the General Meeting of the Company.
No other dominant or subsidiary entities of the Offerors have no shares in the Company.
15. The total percentage share of votes and the corresponding number of shares that the caller intends to achieve with the parent company and its subsidiaries, after the tender offer is invoked by
as a result of the Call, the Offeror together with its subsidiaries and dominant entities intend to jointly achieve 100% of the Company's shares, that is 6,091,904 (in words: six million ninety one thousand nine hundred and four) shares of the Company, representing in total 100% of the share capital of the Company and entitling in total to 6,091,904 (in words: six million ninety one thousand nine hundred and four) votes at the General Meeting, i.e. up to 100% of the total number of votes at the General Meeting, subject to non-performance by the Company in accordance with paragraph 364 § 2 of the Code of Commercial Partnerships and Partnerships' rights based on its own shares.
16. Percentage of votes from shares and the corresponding number of shares that the entity purchasing the shares owns together with the parent company, subsidiaries or entities that are parties to the agreement referred to in art. 87 par. 1 point 5 of the Act
The number of shares in the Company and the corresponding percentage number of votes held by the Company and Rockfield Holding AG as acquiring Shares under the Tender Offer are indicated in point. 14 Calls.
17. Total percentage of votes attached to shares and the corresponding number of shares that the purchaser of shares intends to achieve, together with the parent company and subsidiaries, after the tender offer
All entities purchasing the Shares are also callers, thereforethis information has been provided in point 15 Calls.
18. Indication of connections between the caller and the entity purchasing the shares - if they are different entities, and between the entities purchasing shares
The Company and Rockfield Holding AG simultaneously act as entities purchasing Shares and callers, being in agreement on referred to in art. 87 par. 1 point 5 of the Act.
At the same time, the Company is a subsidiary of Rockfield Holding AG, which in turn is controlled by Mr. Dariusz Mazur.
Parent company of Rockfield Jurata Sp. z o.o. directly, i.e. as the majority shareholder, is Rockfield Trading Limited with its registered office in Cyprus.
The entity directly dominating Rockfield Holding AG and Rockfield Trading Limited is Mr. Dariusz Mazur.
19. Indication of places to accept subscriptions for shares covered by the tender offer.
Acceptance of subscriptions for the sale of Shares under the Offer will take place in the following Intermediary Branches in the Call:
Subscriptions will be accepted between 9.00 - 17.00 .
In the above places, copies of the Tender Document will be made available as well as all necessary forms on which the subscriptions should be submitted.
Subscriptions for the sale of Shares may also be submitted by registered letter or courier to the following address:
Dom Maklerski Bank Ochrony Środowiska S.A.
ul. Marszałkowska 78/80
00-517 Warsaw
with a note on the envelope "Call - ATLANTA POLAND S.A.".
Details regarding the submission of entries are described in p. 37 Calls.
20. Indication of the dates when the purchaser of shares will buy shares from persons who responded to the call during the tender offer
During the Tender Offer, until the subscriptions for the sale of the Shares are closed, the Company and Rockfield Holding AG they will not acquire Shares from people who responded to the Call.
Rockfield Holding AG and the Company will acquire Shares covered by subscriptions within three business days after the subscription period ends, in accordance with the terms of the Tender Offer. Settlement of the above the transaction will take place in accordance with § 10 of the Regulation, no later than on the third business day from the date of their conclusion.
The forecast dates on which transactions will be carried out and their settlement are indicated in point 11Tender Offer.
21. Time and method of payment for purchased shares - in the case of shares other than
dematerialized
Not applicable - all Shares covered by the Offer are dematerialized. 22. Specifying the type and value of securities that will be issued in exchange for the shares purchased and the rules for their valuation - if the call provides for subscribing for the exchange of shares
Not applicable. The call does not provide for signing up for an exchange of shares.
23. Share exchange rate or detailed way of determining it - if the call provides for signing up for an exchange of shares
Not applicable. The call does not provide for signing up for an exchange of shares.
24. Indication of cases in which the conversion parity may change - if the call provides for subscribing for the exchange of shares
Not applicable. The call does not provide for signing up for an exchange of shares.
25. Mode and manner of switching - if the call provides for signing up for an exchange of shares
Not applicable. The call does not provide for signing up for an exchange of shares.
26. Declaration of the requesting party that provided the option to settle the exchange transaction - if the call provides for subscribing for the exchange of shares
Not applicable. The call does not provide for signing up for an exchange of shares.

27. Indication whether the caller is a parent or subsidiary of the issuer of the shares covered by the call, specifying the characteristics of this dominance or dependence
The entities calling for the sale of the Shares are the Company, Rockfield Jurata Sp. z o.o. and Rockfield Holding AG, which is the parent company of the Company, i.e. an entity holding directly the majority of votes in the Company, which is the issuer of the Shares covered by the Call. 28. Indication whether the entity purchasing the shares is a parent or subsidiary of the issuer of the shares covered by the tender, specifying the characteristics of that dominance or dependence
The entities purchasing the Shares are the Company and Rockfield Holding AG, which is the parent company of the Company, ie an entity holding directly the majority of votes in the Company, which is the issuer of the Shares covered by the Call. 29. Declaration of the entity purchasing the shares on the fulfillment of all legal conditions for the purchase of shares in the tender offer or receipt of the required notification on no objections to the acquisition of shares, or on receiptthe required decision of the competent authority to approve the acquisition of shares, or to obtain a decision on granting a concentration of undertakings, or to indicate that the tender offer is announced provided that legal conditions are fulfilled or the required decisions or notifications are received, and the date by which according to the best knowledge of the requesting party, the legal conditions will be fulfilled and the required notifications of no objections or decisions on consent for the acquisition of shares or decisions on granting a concentration of entrepreneurs will be satisfied, no longer than the deadline for accepting subscription orders.
Not applicable. The call is not announced under any legal condition. No decisions of the competent authorities are required on granting consent to the acquisition of the Shares in the Tender Offer and no notifications about no objections to the acquisition of Shares in the Tender Offer are required.
30. Indication of the conditions under which the call is announced, with an indication of whether the requesting provides for the possibility of acquiring shares in the tender despite failure to comply with the reserved condition, and indication of the period in which the condition should be fulfilled, not longer than the deadline for accepting subscriptions as part of the tender offer
Pursuant to § 4 para. 1 point 2 of the Regulation, the Callers indicate that the Call is issued under the following conditions: 1. Adoption by the Supervisory Board of the Company of a resolution regarding the consent to the acquisition of own shares by the Company pursuant to art. 362 § 1 point 8 of the Commercial Companies Code, in accordance with § 25 para. 1 point a) of the Articles of Association of the Company; 2. adoption by the General Meeting of the Company of a resolution regarding the consent to the acquisition of own shares by the Company pursuant to art. 362 § 1 point 8 of the Commercial Companies Code, authorizing the Management Board to purchase the Company's own shares and create a reserve capital for this purpose and determine the rules for acquiring own shares;
3. submission during the subscription period indicated in point 11 Call for subscriptions for the sale of the minimum number of Shares referred to in point 6 Calls, whereby pursuant to § 4 para. 2 of the Regulation, the Bidders reserve the right to decide on the acquisition of Shares covered by subscriptions under the Tender Offer, despite failure to comply with the above condition.
Conditions indicated in point 1 and 2 should come true at the latest at the start of admissionentries as part of the announced Call.
Pursuant to § 4 para. 3 and par. 4 of the Regulation, information about the fulfillment or non-fulfillment of all the above conditions within the time limits specified in the Tender Offer will be forwarded in order to announce to the information agency referred to in art. 58 of the Act, immediately, no later than on the first business day after the date on which the condition was fulfilled or was to be fulfilled, and will be published in at least one national daily newspaper no later than two business days after the date on which the condition he came true or was to come true.
31. Detailed intentions of the requesting party in relation to the company whose shares are the subject of the tender offer
The intention of the Offerors is to hold 100% of the Company's shares and votes at the General Meeting of the Company. If, after conducting the Call, the Summoners achieve a total threshold of 90% of the total number of votes at the General Meeting of the Company, the Offerors will undertake actions aimed at conducting a compulsory buyout of the Company's shares held by minority shareholders, in accordance with art. 82 of the Act and with respect for the rights vested in minority shareholders. The Caller's actions are aimed at bringing back the Company's shares in the form of a document and withdrawing them from trading on the regulated market operated by the Warsaw Stock Exchange.
Therefore, the Offerors intend to cooperate in taking actions leading to the acquisition of all shares held by entities other than the Offeror, in particular in the following areas:
a. joint announcement of a call to subscribe for sale of all Company Shares ; b) conducting a compulsory buyout of the Company's shares in accordance with the provisions of the Act in the event of reaching a threshold of at least 90% of the total number of votes at the General Meeting of the Company;
c. seeking to adopt resolutions on the dematerialization of shares by the General Meeting of the Company;
d. apply to the Polish Financial Supervision Authority with a request for permission to restore the form of the document to the Company's shares. 32. Detailed intentions of the entity purchasing the shares in relation to the company whose shares are the subject of the tender offer.
All purchasers are also callers, therefore this information was provided in point31 Calls.
33. Indication of the withdrawal from the summons.
Withdrawal from the Tender Offer is possible only if, after its announcement, another entity announces a tender offer for all shares of the Company at a price not lower than the Price indicated in point 9 of this Tender Offer, in accordance with art. 77 paragraph 3 of the Act.
34. An indication of one of the modes specified in § 6 para. 1 of the Regulation, pursuant to which shares will be acquired - in the case of a summons referred to in art. 73 par. 1 of the Act
Not applicable.

35. An indication of the manner in which the shares will be acquired in the event that after the proportional reduction referred to in § 6 para. 1 and 2 of the Regulation, fractional shares will remain - in the case of a summons referred to in art. 73 par. 1 of the Act
Not applicable.
36. A detailed description of the established security referred to in art. 77 paragraph 1 of the Act, its type and value, and a note on providing the Polish Financial Supervision Authority with a certificate to establish collateral
Collateral for the settlement of the Tender Offer was established in the form of a cash deposit blockade on the Company's cash accounts and Rockfield Holding AG, maintained by the Brokerage House under service contracts brokers concluded between the Purchasers and the Brokerage House, of which the cash may be used exclusively to pay for the purchase of the Shares under the Tender Offer. The security was established in an amount equivalent to not less than 100% of the Shares subject to the Tender Offer, calculated on the basis of the purchase price indicated in item 9 above. The relevant certificate confirming the establishment of the collateral has been forwarded by the Intermediary to the Polish Financial Supervision Authority together with the certificate on the intention to announce the Tender Offer, in accordance with Art. 77 section 1 of the Act. 37. Other information which the caller deems relevant to investors
a. Conclusion of the Agreement
The Offerors have entered into an agreement that meets the criteria indicated in art. 87 par. 1 point 5 of the Act. The parties to the Agreement are the Company, Rockfield Holding AG and Rockfield Jurata Sp. z o.o .. The subject of the agreement is the purchase of shares from other shareholders of the Company in order to achieve the level of at least 90% of the total number of votes at the General Meeting of the Company, which will result in a forced buyoutCompany shares from minority shareholders. Consequently, a decision on the dematerialization of the Company's shares and their withdrawal from trading on the regulated market will be made at the General Meeting of the Company.
Therefore, the Callers intend to cooperate in taking actions leading to the acquisition of all shares held by entities other than the Offeror, in particular in the scope of the following:
a. joint announcement of a call to subscribe for sale of all Company Shares; b) conducting a compulsory buyout of the Company's shares in accordance with the provisions of the Act in the case of reaching a threshold of at least 90% of the total number of votes at the General Meeting of the Company,
c. seeking to adopt resolutions on the dematerialization of shares by the General Meeting of the Company;
d. apply to the Polish Financial Supervision Authority with a request for permission to restore the form of the document to the Company's shares. In addition, the Summoning Parties undertook to exercise the voting rights attached to the Company's shares in order to:
a. resolutions of the General Meeting of the Company regarding the consent to the acquisition of own shares by the Company pursuant to art. 362 § 1 point 8 of the Code of Commercial Companies, authorizing the Management Board to purchase the Company's own shares and create reserve capital for this purpose and determine the rules for acquiring own shares;
b. resolutions on the dematerialisation of shares after the buyout and acquisition by the Company, Rockfield Holding AG and Rockfield Jurata Sp. z o.o. all shares of the Company.
The agreement was concluded until May 31, 2019 or until the day on which the shares of the Company are withdrawn from trading on the regulated market operated by the WSE and their dematerialization will be lifted.
Pursuant to art. 87 par. 3 of the Act, the agreement provides that unless the entities acting in concert agree otherwise, all obligations set out in the provisions of Chapter 4 of the Act relating to the parties to the agreement as entities acting in concert will be performed by Rockfield Holding AG.
b. General Meeting
Prior to accepting subscriptions for Shares in response to a Tender Offer, a General Meeting of the Company will be held, the agenda of which will include adoption of a resolution regarding consent to the Company's acquisition of own shares pursuant to Art. 362 § 1 point 8 of the Commercial Companies Code, the authorization of the Management Board topurchase of own shares of the Company and creation of reserve capital for this purpose and determination of rules for the acquisition of own shares.
c. Applicable law
A summons, including any subsequent changes or updates of information contained therein, which will be made public in accordance with applicable law, is the only legally binding document containing information on the Call for subscription for sale of Shares. The tender offer is addressed to all shareholders of the Company holding shares during the subscription period for the sale of Shares in the Call.
The Call, as well as actions taken in response to the Call, are subject to Polish law and will be implemented only on the territory of the Republic of Poland. The Offer is not addressed to entities in which, in order to submit subscriptions for the sale of Shares, it is required to prepare an offering document, register or take other actions outside of the activities provided for in Polish law. This Tender Document may not be distributed in another country if its distribution depends on taking actions other than those provided for in Polish law or if it could lead to violation of the regulations in force in that country. The Offer is not a recommendation or investment advice, but only contains a description of the detailed conditions for the sale of the Shares under the Tender Offer, in accordance with the applicable provisions of Polish law. None of the provisions of the Tender constitutes any other recommendation, legal or tax advice, nor is it an indication that any investment or strategy is appropriate in the individual situation of the person or entity who intends to subscribe for the sale of the Shares subject to the Tender Offer. The Summoner and Intermediary shall not be liable for the effects and consequences of decisions taken on the basis of the Call or any information contained in the Call. The responsibility for decisions taken on the basis of the Call shall be borne solely by persons or entities using this material, in particular when deciding whether or not to subscribe for the sale of Shares in response to the Tender Offer or refraining from making such a decision.
Neither the Summoner nor the Intermediary submit any statementsrelating to tax issues that could be related to payments or receiving financial resources related to the Shares subject to the Tender Offer or any benefit of the Company. It is advisable that each shareholder considering selling the Shares under the Call should consult a professional consultant in this regard and in all other aspects related to the Shares being the subject of this Call. Subscriptions made in the Tender Offer may be withdrawn only in situations provided for in the Regulation, in particular when another entity has issued a tender offer regarding the Shares and the rights attached to the Shares covered by the Offer have not been transferred.
d. No charges
The shares acquired in the Offer may not be encumbered with pledges or any other rights of third parties.
e. Fees and commissions.
Dom Maklerski BOŚ S.A. will not charge any fees or commissions from persons applying for a Call, in connection with the submission of a subscription order for the sale of Shares and the issue of an excerpt from the register. The Callers will not be responsible for reimbursement of costs incurred by shareholders, their proxies or statutory representatives in connection with taking actions necessary to submit a subscription for the sale of Shares in the Tender Offer.
f. Making changes to the content of the Call.
The Callers may make changes to the content of the Call by way of an announcement made in accordance with § 3 para. 2 and par. 3 of the Regulation, in particular as regards the number of shares it intends to purchase, in accordance with the principles set out in § 7 of the Regulation.
g. Procedure for responding to the Request
Before accepting the subscriptions, a detailed procedure for responding to the Call together with a copy of the Tender Offer and forms of relevant forms necessary to make a subscription for the Shares under the Tender Offer will be made available by the Brokerage House BOŚ SA all brokerage houses and banks keeping securities accounts, and will be made available during the period of accepting subscriptions in the branches of Dom Maklerski BOŚ S.A. specified in point 19 Calls.
Under the Call, only entries in accordance with the document templates provided by Dom Maklerski BOŚ S.A.
Persons intending to make subscriptions for the sale of Shares in response to the Call should do soof the following:
1. Submission no later than the last day of accepting subscriptions for Shares under the Tender Offer (inclusive), at the brokerage house or at the bank keeping its securities account:
- order to block the Shares with the expiration date until the date of settlement of the transaction under the Tender Offer (inclusive) and
- an order to sell those Shares to the Buyer with the expiry date until the date of the transaction under the Tender Offer (inclusive). 2. On this basis, the brokerage house blocking the Shares will issue a deposit certificate for the Shares that the shareholder intends to sell to the Buyer (valid until the day of settlement of the transaction under the Tender Offer), confirming the above blockade and submitting the above-mentioned sales order.
3. Submit to one of the branches of the BOŚ Brokerage House, the list of which is indicated in point. 19 Tenders, no later than on the last day of accepting subscriptions for Shares under the Tender Offer (inclusive), the original deposit certificate referred to in subpara. 2 above and subscription to Shares on the appropriate form. The person authorized to make the subscription is the owner of the Shares or his representative.
Persons intending to make a subscription for the sale of Shares via correspondence or via a courier should do the following:
1. Submission no later than the last day of subscription for Shares under the Tender Offer (inclusive), at the brokerage house or in the bank keeping its securities account:
- order to block the Shares with validity until the date of settlement of the transaction under the Tender Offer (inclusive) and
- an order to sell those Shares to the Purchaser with the effective date until the date of the transaction as part of the Call (inclusive). 2. On this basis, the brokerage house blocking the Shares will issue a deposit certificate for the Shares that the shareholder intends to sell to the Purchasers (valid until the date of settlement of the transaction under the Tender Offer), confirming the above blockade and submitting the above-mentioned sales order.
3. Send by registered mail or courier the documents specified below in time to reach the BOŚ Brokerage House no later than by 17.00 on the last day of accepting subscriptions for Shares under the Tender Offer (inclusive):
a) original deposit certificate, b) correctly filled out and signed subscription form for the sale of Shares - the signature and authorization of the person submitting the Shares for sale should be confirmed by the employee of the issuer of the deposit certificate or by a notary public.
The aforementioned documents should be sent to:
Dom Maklerski Bank Ochrony Środowiska S.A.
ul. Marszałkowska 78/80
00-517 Warsaw
with a note on the envelope "Call - Atlanta Poland SA".
In the case of submitting a record by correspondence, only records in accordance with the document templates provided by the BOŚ Brokerage House will be submitted, with signatures certified in accordance with the rules set out above and which BOŚ Brokerage House will receive by 5 pm on the last day of subscription for Shares in within the Tender Offer (inclusive).
Clients of the BOŚ Brokerage House when submitting a subscription for the sale of Shares do not present a deposit certificate. The shares of these clients are blocked based on the lock order in accordance with the rules set out above.
Signing the subscription form is a declaration of will of the person making the subscription about the acceptance of the conditions set out in the Tender Offer and in the subscription form, in particular about the acceptance of the terms of payment of the price and consent to the processing of personal data to the extent necessary to carry out all activities related to the Call. .
The subscription for the sale of the Shares is irrevocable.
The brokerage house issuing the deposit certificate shall block the Shares mentioned in the content of this certificate on the respective securities account of their owner up to the date of settlement of the transaction under the Tender Offer (inclusive).
Individuals responding to the Call should present a relevant identity document (identity card or passport), and natural persons representing legal persons or organizational units without legal personality should additionally present a current excerpt from the relevant register or an equivalent document in the case of legal persons or organizational units not subject to registration in publicly available registers, and, if it does not result from the register submitted, authorization to submit a subscription.
It is possible to submit a record via a proxy on the basis of the power of attorney preparedin writing and certified by the brokerage house which issued a deposit certificate or a power of attorney drawn up in the form of a notarial deed or with a notarized signature. The power of attorney should include the authorization to:
- block the Shares up to the date of settlement of the transaction under the Tender Offer (inclusive) and submit a sell order of Shares, on terms specified in the Tender Offer,
- receipt of the deposit certificate issued by the account operator on which the Shares are deposited,
- submitting a deposit certificate and making a subscription for the sale of the Shares.
Other forms and scope of drawing up the power of attorney are acceptable, subject to their acceptance by BOŚ Brokerage House.
The Intermediary will accept entries after verification that the person submitting the subscription or the person on whose behalf the subscription has been submitted holds the Shares and whether these Shares have been blocked. BOŚ Brokerage House in cooperation with entities that issued deposit certificates will confirm the issuance of deposit certificates.
If there is no confirmation of the blocking of the Shares, or if a deposit certificate has been issued, the shares covered by the subscription and registered in the entry register will not be covered by the exchange transaction.
In the event of blocking and issuing a deposit certificate for a greater number of Shares than the number indicated by the Shareholder in the subscription for Shares, the exchange transaction will be made on the number of Shares indicated by the Shareholder in the subscription order.
Transactions will be effective only for those Shares where the subscription orders will be placed in accordance with all the conditions described above. Dom Maklerski BOŚ shall not be liable for non-fulfillment of subscriptions that it will receive after the deadline for accepting subscriptions.
Other important information about the Call
Employees of banks maintaining securities accounts and brokerage houses providing services involving the management of someone else's securities portfolio, submitting subscriptions on behalf of clients holding securities accounts, should have appropriate authorization of the bank's authorities or a brokerage house to make a subscription and a power of attorney to place an entry under the Call received from the client. Instead of a power of attorney to submit a record, employeesbanks or brokerage houses, submitting subscriptions on behalf of clients holding securities accounts, may submit a statement by the bank or brokerage house confirming the fact that the bank or brokerage house has appropriate authorization from the client to submit a subscription order.
h. Settlement costs
Shareholders who submit subscriptions incur the usual fees, costs and expenses charged by entities maintaining securities accounts in connection with the settlement of sales transactions under the Call, inter alia costs associated with issuing a deposit certificate, establishing a blockade and carrying out sales transactions, charged by the abovementioned entities in accordance with their regulations and tables of fees and commissions. All the detailed conditions and costs related to the subscription for shares under the Tender Offer, Shareholders may obtain from entities maintaining their securities accounts.
i. Tax aspects
Investors' attention is drawn to the fact that income earned from paid sale of Shares listed on the Warsaw Stock Exchange, in part exceeding the cost of their acquisition, is in principle subject to income tax for natural persons or corporation tax.
6 December 2018
SIGNATURES OF PEOPLE ACTING ON BEHALF OF BEEVER:
___________________________________________________________
Piotr Bieliński
Chairman of the Board
on behalf of:
Spółka
(as calling and acquiring shares in the tender offer)
_____________________________________________________________
Dariusz Mazur
on behalf of:
Rockfield Holding AG
(as calling and purchasing shares in the tender offer) < br />
________________________________________________________________
Agata Mazur
Chairman of the Board
on behalf of:
Rockfield Jurata Sp. z o.o.
(as inviting)
SIGNATURES OF PERSONS ACTING ON BEHALF OF THE INDIVIDUAL PARTNER:
________________________________________________________________
Radosław Olszewski
President of the Management Board
Brokerage House BOS SA
________________________________________________________________
Agnieszka Wyszomirska
Proxy
Dom Maklerski BOS SA

Source: company website, investor relations, current and periodic reports.

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Company information
Company name:Atlanta Poland SA
ISIN:PLATLPL00018
NIP:583-001-31-29
Adress: ul. Załogowa 17 80-557 Gdańsk
Phone:+48 58 5220600
website:www.atlantapoland.com.pl

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