Raport

A T L A N T I S SE

ANNUAL REPORT

FOR THE PERIOD SINCE JULY 1, 2022 TILL JUNE 30, 2023

PREPARED IN COMPLIANCE WITH

INTERNATIONAL FINANCIAL REPORTING STANDARDS

Tallinn,11.10.2023

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

2

ATLANTIS SE

I. GENERAL INFORMATION

Business name: ATLANTIS SE

Registry code: 14633855

Address: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145

E-mail: biuro@atlantis-sa.pl

Website: www.atlantis-sa.pl

Reporting period: 01/07/2022 - 30/06/2023

Auditor: Number RT OÜ, Eve Leppik, Nr: 230

The main economic activity: As at 30/06/2023 the economic activity registered in Estonia is

„financial holding activities”.

Supervisory Board:

• Małgorzata Patrowicz

• Jacek Koralewski

• Martyna Patrowicz

• Wojciech Hetkowski

Management Board:

• Damian Patrowicz

                                                                               
 FINANCIAL STATEMENT 
ATLANTIS SE 
 FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/ 
 
3 
 
TABLE OF CONTENTS: 
 
I. GENERAL INFORMATION  .................................... ………..Błąd! Nie zdefiniowano zakładki.2 
II. LETTER OF THE MANAGEMENT BOARD .............................................................................. 4 
III. SELECTED FINANCIAL DATA ................................................................................................ 5 
IV. MANAGEMENT REPORT ....................................................................................................... 6 
V. CORPORATE GOVERNANCE REPORT ............................................................................... 12 
VI. REMUNERATION REPORT .................................................................................................. 19 
VII. FINANCIAL STATEMENTS .................................................................................................. 20 
1. Statement of financial position .......................................... Błąd! Nie zdefiniowano zakładki. 
2. Statement of profit or loss ................................................................................................... 21 
3. Statement of comprehensive income .................................................................................. 21 
4. Statement of changes in equity ........................................................................................... 22 
5. Cash flow statement ............................................................................................................ 23 
6. Additional information to the financial statements ................................................................ 24 
VIII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT ......................... 46 
 INDEPENDENT AUDITOR’S REPORT……………………………………………………………….46

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

4

II. LETTER OF THE MANAGEMENT BOARD

Dear Sir or Madam,

On behalf of the Management Board of Atlantis SE I present to you the Annual Report for the

financial year from July 1, 2022 to June 30, 2023. During this period the Company continued to

provid lending activities, which constitute the main part of the revenues. In the opinion of the

Management Board, the Company’s situation is stable and there is no risk of liquidity loss or

threat to the going concern.

The Company's activities in the new financial year will still focus on financial activities. The main

strategic goals of the Company for the next years are to stabilize the position of the Company in

the areas where Atlantis SE already provides its financial services, striving to meet the ever-

growing requirements of clients and achieving positive financial results that will meet the

expectations of our Shareholders .

I invite you to read this report. I would also like to thank all the shareholders for the trust that they

have invested in the company's shares, and I wish everyone continued cooperation.

Yours faithfully,

Damian Patrowicz

Member of the Management Board

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

5

III. SELECTED FINANCIAL DATA

Selected financial data

in thous. EUR

01/07/2022

30/06/2023

01/07/2021

30/06/2022

Revenues from interest

468

187

Profit (loss) from operating activity

429

169

Profit (loss) before income tax

429

169

Profit (loss) for the period

429

169

Net cash flow from operating activity

151

53

Change in cash and cash equivalents

160

0

Assets total

7 222

6 782

Short-term liabilities

26

11

Equity

7 196

6 771

Share capital

33 750

Weighted average number of shares (in pcs.)

337 500 000

157 839 041

Profit (loss) per share (EUR)

0,00

Book value per share (EUR)

0,02

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

6

IV. MANAGEMENT REPORT

The main fields of activity

The main business activity of the Company is financial activity, including lending activities. The

Company, implementing its business profile in the field of granting loans, has concluded

agreements with Polish and Estonian entities. The Company intends to continue its operations in

the area of lending activities.

In the reporting period, the Company obtained revenues mainly from its financial service activity,

i.e., interest on loans granted.

General (macroeconomic) development

Financial markets are characterized by high volatility, which increases the risk of running a

business such as lending services, but on the other hand it gives an opportunity to earn above-

average profits in a relatively short time.

The key factors influencing the volatility of stock prices on financial markets include:

• economic situation – in the country and in the world,

• monetary policy of central banks,

• internal situation of the company or on a given market,

• situation on foreign markets.

The Company undertakes financial activities, especially related to granting loans to business

entities, mostly to related parties. Entrepreneurs who have not obtained financing from a bank,

usually reach out to companies which provide lending services and declare high flexibility

depending on the needs of a particular customer and their capabilities.

The Company notices development potential in the field of providing financial services for this

kind of entities and, accordingly, intends to continue its business activity in this segment.

As at the date of publication of the annual report, Atlantis SE has one major borrower, a related

party, who’s main activity is investing in securities, therefore his loan repayment obligations may

be indirectly affected by the situation in the securities market.

Financial instruments, financial risk management objectives and policies

The main risks arising from financial instruments of the Company are: interest rate risk, liquidity

risk, credit risk, risk related to financial collaterals. The Management Board is responsible for

establishing of risk management in the Company as well as for supervision of their respect

compliance. The purpose of the Company's risk management policies is to identify and analyse

the risks to which the Company is exposed, by setting appropriate restrictions and controls, as

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

7

well as by monitoring the risks and limits adjusted accordingly. The company's management

board monitors risks on an ongoing basis and manage it in a logical and systematic way, in

accordance with established methods.

Ensuring financial liquidity

As at the day of preparation of the Annual report, the Management Board according to their best

knowledge, does not recognize any threat in terms of fulfilling his obligations and financial

liquidity. The Company systematically settles its liabilities and does not have any credits or loans

taken or any other significant obligations. The Company dedicates owned funds for conducted

lending activity and intends to develop this activity gradually. Because of the fact that the main

activity of the Company is lending activity, proper and prompt realization of obligations by the

Borrowers toward the Company which result from concluded loan agreements has significant

impact on results and maintaining liquidity of the Company.

Description of significant external and internal factors

Considering the specific of the activity, i.e., financial service activities in the field of granting loans

to related parties, the following internal and external factors have and will be significantly

influenced by:

• the general market prosperity on lending market and the level of interest rates,

• the proper realization by the Borrowers of their obligations resulting from concluded loan

agreements, as well as course of the execution process and the collection of overdue

loans, if such agreements occur,

• efficiency of administrative and legal procedures,

• the economic situation and investing circumstances in Poland, Estonia, or in this region,

• access to external financing sources,

• cooperation with other financial entities.

The risk related to the possibility of fluctuations in the exchange rate of one currency in relation to

another may lead to both deterioration of the financial situation of an entity or its improvement.

The Company's income and operating cash flows are dependent of changes in market interest

rates, because some of the contracts are concluded at variable interest rates.

Significant factors of risks are described on pages 35-38 of the annual report.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

8

The main financial ratios concerning the financial year and the preceding financial year,

and the methods for calculating the ratios.

RATIO

30/06/2023

(in thous. EUR)

30/06/2022

(in thous. EUR)

EBITDA

429

169

ROA

5,94%

2,49%

ROE

5,96%

2,5%

ROA – return on assets, (profit (loss) for the period/value of assets*100)

ROE – return on equity (profit (loss) for the period/equity*100)

EBITDA – earnings before interest, taxes and depreciation (EBIT+ amortization)

Share capital of the Company

As at 30/06/2023 the share capital of the Company amounted to: 33 750 000 EUR and was

divided into 337 500 000 bearer shares without par value.

As at 18/01/2022 there was the registration of bonus issue. Each shareholder who held one

share on 19/01/2022 received 29 new shares.

Since 18/01/2022 the share capital of the Company amounts to: EUR 33 750 000 and is divided

into 337 500 000 bearer shares without par value.

As at the balance sheet date, 30/06/2023, the Company’s equity is less than 50% of the share

capital and does not comply with the requirements of § 301 of the Commercial Code of Estonia.

The Management Board of Atlantis SE will propose to the general meeting to reduce the share

capital of the Company.

Qualifying holding pursuant to the provisions of § 9 of the Securities Market Act

As at the date 30/06/2023 according to the Management Board’s best knowledge, the structure of

direct and indirect shareholders holding at least 5% of the total number of votes at the General

Meeting was as follows:

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

9

30/06/2023

No.

Shareholder

Number of

shares

% of shares

Number of

votes

% of votes

1

Patro Invest OU

175 069 000

51,87

175 069 000

51,87

x

Total

337 500 000

100

337 500 000

100

* Damian Patrowicz holds 100% of Patro Invest OU shares

30/06/2022

No.

Shareholder

Number of

shares

% of shares

Number of

votes

% of votes

1

Patro Invest OU

175 069 000

51,87

175 069 000

51,87

x

Total

337 500 000

100

337 500 000

100

* Damian Patrowicz holds 100% of Patro Invest OU shares

The Company did not issue shares granting specific powers to its Shareholders.

Shares owned by members of the Company’s management and supervisory board:

Members of the Management board

As at the balance sheet date 30/06/2023 and as at the date of publication of the annual report,

the Chairman of the Management Board Mr. Damian Patrowicz owns indirectly shares of the

Company.

According to the best knowledge of the Management Board Mr. Damian Patrowicz owns

indirectly, via his company Patro Invest OÜ, 51,87% of the Company’s share capital and entitling

to cast 175 069 000 of votes at the General Meeting of Shareholders.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

10

Members of the Supervisory Board

According to the best knowledge of the Management Board of Atlantis SE, Members of the

Supervisory Board do not own directly and indirectly shares of the Company as at the balance

sheet date and as at the date of publication of the annual report.

Provisions and rules for the election, appointment, resignation and removal of the

members of the management board and supervisory board

The Management Board of the Company consists of 1 to 4 members elected for 3 years. The

term of office of the member of the Management Board may be extended. The members of the

Management Board shall be elected and removed by the Supervisory Board that shall also

decide on the remuneration of the members of the Management Board. Each member of the

Management Board may represent the Company independently in all legal acts unless a

resolution of the Supervisory Board prescribes otherwise. If the Management Board has more

than 2 members, the chairman of the Management Board shall be appointed by the Supervisory

Board by its resolution. A meeting of the Management Board has a quorum if more than one-half

of the members of the Management Board are present. The resolutions of the Management

Board are adopted by a simple majority of votes. Each member of the Management Board has

one vote. The chairman of the Management Board shall have a casting vote upon an equal

division of votes.

Provisions and rules for amendment of the articles of association of the company.

Amendment of the Company’s Article of Association is voted by Shareholders. If amendments

are included in the agenda of the general meeting shareholders may vote via electronic voting

before or during the meeting. The notice on convening the general meeting shall specify whether

electronic voting is possible and the manner for casting votes determined by the Management

Board. A shareholder who has voted electronically is considered to be present at the general

meeting and the number of votes from the shares represented is considered in the quorum, if the

applicable legal acts do not state otherwise.

Authorization of the members of the management board of the company, including the

authorization to issue and repurchase shares.

Members of the Management Board are obliged to act within applicable provisions of law and

authorisations granted by the General Meeting and Supervisory Board.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

11

Information about transactions concluded by the company with related parties.

In the period covered by this report, the Company has not concluded significant transactions with

related parties on other than market conditions. All important transactions, including those with

related parties, are indicated in the Financial Statements of the Company for the financial year

and previous financial year.

Information on average employment

The Company did not hire any employees in the financial year lasting since 1 July 2022 until 30

June 2023 and in the previous financial year.

Information regarding the selected auditor and the contract signed with them.

According to the Company’s Article of Association, the right to elect a certified auditor is at the

General Meeting of Shareholders. On May 4, 2022 the General Meeting of Shareholders elected

the auditing company Number RT OÜ as the auditor. Remuneration for the Auditor will be paid

according to the Agreement concluded between the Company and Number RT OÜ which was

established on market conditions. The audit fee for the financial year lasting since 1 July 2022 do

June 30, 2023 amounted to 4.800 EUR, nd the audit fee for the previous financial year lasting

since July 1, 2021 till June 30, 2022 amounted to 4.800 EUR.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

12

V. CORPORATE GOVERNANCE REPORT

The Company's full statement regarding the compliance with the Best Practice for The Warsaw

Stock Exchange (GPW) Listed Companies 2021 and Corporate Governance Principles is

available on the Company's website www.atlantis.pl, in the "Regulations" section, the "Best

practices" tab on corporate governance.

The Company undertook to apply all corporate governance principles contained in ‘Best Practice

for GPW Listed Companies 2021’, except for the following:

According to the current status of compliance with the Best Practice, the Company does not

apply 21 detailed principles: 1.2., 1.3.1., 1.3.2., 1.4., 1.4.1., 1.4.2., 1.5., 1.6., 2.1., 2.3., 2.11.1.,

2.11.2., 2.11.3., 2.11.4., 2.11.5., 2.11.6., 3.9., 3.10., 4.1., 4.3., 4.6

1. DISCLOSURE POLICY, INVESTOR COMMUNICATIONS

The listed company cares about a proper communication with investors, leading a transparent

and effective information policy.

1.2. Companies make available their financial results compiled in periodic reports as soon as

possible after the end of each reporting period; should that not be feasible for substantial

reasons; companies publish at least preliminary financial estimates as soon as possible.

Comments of the Company: The Company publishes periodic reports within deadlines arising

from applicable Estonian law.

1.3. Companies integrate ESG – (environmental, social, and governance) factors in their

business strategy, including in particular:

1.3.1. environmental factors, including measures and risks relating to climate change and

sustainable development;

Comments of the Company: The activity of the Company bases on granting large-value cash

loans to related parties. Therefore, the activity of the Company does not have significant impact

on the environment. The Company makes efforts to ensure that its activity have the least possible

impact on the natural environment.

1.3.2. social and employee factors, including among other actions taken and planned to ensure

equal treatment of women and men, decent working conditions, respect for employees’ rights,

dialogue with local communities, customer relations.

Comments of the Company: The Company explains that the principles of sustainable

development and respect for social and employee rights and interests are applied in the strategy

of its activity. In this regard, the Company complies with all applicable laws and guidelines. As at

the time of publication this report, no written rules have been drawn up because there are no

employees.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

13

1.4. To ensure quality communications with stakeholders, as a part of the business strategy,

companies publish on their website information concerning the framework of the strategy,

measurable goals, including in particular long-term goals, planned activities and their status,

defined by measures, both financial and non-financial. ESG information concerning the strategy

should among others:

Comments of the Company: The Company publishes a number of financial and non-financial

measures, as well as information on the adopted development strategy both on the Company’s

website and publishing current and periodic reports. The Company indicated that it does not

publish information on development plans and the progress of their implementation separately.

The Company also does not publish any forecasts.

1.4.1. explain how the decision-making processes of the company integrate climate change,

including the resulting risks.

Comments of the Company: Due to the above-mentioned in point 1.3.1. marginal impact of the

Company's activity on the natural environment, the Company does not publish additional

explanations in this scope.

1.4.2. present the equal pay index for employees, defined as the percentage difference between

the average monthly pay (including bonuses, awards and other benefits) of women and men in

the last year, and present information about actions taken to eliminate any pay gaps, including a

presentation of related risks and the time horizon of the equality target.

Comments of the Company: Due to the fact, that as at the date of submission of the statement,

the Company’s application of the rules covering respect for social and employee issues has not

been formalized, the Company does not publish additional information in the scope covered by

the point.

1.5. Companies disclose at least on an annual basis the amounts expensed by the company

and its group in support of culture, sports, charities, the media, social organisations, trade unions,

etc. If the company or its group pay such expenses in the reporting year, the disclosure presents

a list of such expenses.

Comments of the Company: The Company does not conduct sponsorship activities.

1.6. Companies participating in the WIG20, mWIG40 or sWIG80 index hold on a quarterly basis

and other companies hold at least on an annual basis a meeting with investors to which they

invite in particular shareholders, analysts, industry experts and the media. At such meetings, the

management board of the company presents and comments on the strategy and its

implementation, the financial results of the company and its group, and the key events impacting

the business of the company and its group, their results and outlook. At such meetings, the

management board of the company publicly provides answers and explanations to questions

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

14

raised.

Comments of the Company: The company gives comprehensive explanations within the

bounds of law to all questions of shareholders and investors. The Company maintain electronic

communication with investors. Separate meeting with investors, analysts, industry experts and

media representatives are not organized due to the lack of interest in this form of obtaining

information about the Company by investors.

2. MANAGEMENT BOARD AND SUPERVISORY BOARD

To ensure top standards of the responsibilities and effective performance of the management

board and the supervisory board of a company, only persons with the adequate competences,

skills and experience are appointed to the management board and the supervisory board.

Management Board members act in the interest of the company and are responsible for its

activity. The management board is responsible among others for the company’s leadership,

engagement in setting and implementing its strategic objectives, and ensuring the Company’s

efficiency and safety.

Supervisory board members acting in their function and to the extent of their responsibilities on

the supervisory board follow their independent opinion and judgement, including in decision

making, and act in the interest of the Company.

The supervisory board functions in the spirit of debate and analyses the position of the Company

in the context of the sector and the market on the basis of information provided by the

management board of the company and via the Company’s internal systems and functions and

obtained from external sources. The supervisory board in particular issues opinions on the

Company’s strategy, verifies the work of the management board in pursuit of defined strategic

objectives, and monitors the Company’s performance.

Management Board:

• Damian Patrowicz – the only member of the Management Board of the Company

Supervisory Board:

• Wojciech Hetkowski Chairman of the Supervisory Board

• Jacek Koralewski Member of the Supervisory Board

• Małgorzata Patrowicz Member of the Supervisory Board

• Martyna Patrowicz Member of the Supervisory Board

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

15

TOTAL NUMBER OF ALL SHARES OF THE COMPANY AND SHARES IN RELATED ENTITIES

OF THE COMPANY OWNED BY THE MANAGING AND SUPERVISING PERSONS OF THE

COMPANY

• Members of the Management Board

As at the balance sheet date 30/06/2023 and as at the date of submitting the periodical report the

Chairman of the Management Board Damian Patrowicz owns indirectly shares of the Company.

Mr. Damian Patrowicz owns at the date of submitting the report indirectly via his subsidiary Patro

Invest OÜ, 175 069 000 shares of ATLANTIS SE, which constitutes 51,87% share capital of the

Company and entitles to cast 175 069 000 votes constituting 51,87% at the General Meeting of

the Company.

• Members of the Supervisory Board

According to the best knowledge of the Management Board of Atlantis SE, Members of the

Supervisory Board do not own directly and indirectly shares of the Company as at the balance

sheet date and as at the date of submitting of the annual report.

2.1. Companies should have in place a diversity policy applicable to the management board

and the supervisory board, approved by the supervisory board and the general meeting,

respectively. The diversity policy defines diversity goals and criteria, among others including

gender, education, expertise, age, professional experience, and specifies the target dates and

the monitoring systems for such goals. Regarding gender diversity of corporate bodies, the

participation of the minority group in each body should be at least 30%.

Comments of the Company:

Crucial personnel decisions in relations to the Company’s

governing bodies and its key managers are taken by the General Meeting and the Supervisory

Board.

2.3. At least two members of the supervisory board meet the criteria of being independent

referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have

no actual and material relations with any shareholder who holds at least 5% of the total vote in

the company.

Comments of the Company: The decision to elect Members of the Supervisory Board is within

the competence of the General Meeting of Shareholders. Shareholders act on the basis of their

competences and trust in individual candidates, appoint the composition of the Supervisory

Board. Depending on the decision of the General Meeting, the Company may or may not meet

this criterion periodically, depending on the selected composition of the Supervisory Board.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

16

Currently, the Supervisory Board does not fulfil the independence criteria, as only one of the

Supervisory Board Members is independent, and assessment of the risk resulting from this is

within the competence of the General Meeting.

2.11. In addition to its responsibilities laid down in the legislation, the supervisory board prepares

and presents an annual report to the annual general meeting once per year. Such report includes

at least the following:

2.11.1. information about the members of the supervisory board, including indication of those

supervisory board members who fulfil the criteria of being independent referred to in the Act of 11

May 2017 on Auditors, Audit Firms and Public Supervision and those supervisory board members

who have no actual and material relations with any shareholder who holds at least 5% of the total

vote in the company, and information about the members of the supervisory board in the context

of diversity;

Comments of the Company: In accordance with the applicable provisions of the Estonian law,

the Company does not publish or submit to the General Meeting for approval a report on activities

of the Supervisory Board.

3. INTERNAL SYSTEMS AND FUNCTIONS

Efficient internal systems and functions are an indispensable tool of exercising supervision over a

company.

The systems cover the company and all areas of activity of its group which have a significant

impact on the position of the company.

3.9. The supervisory board monitors the efficiency of the systems and functions referred to in

principle 3.1 among others on the basis of reports provided periodically by the persons

responsible for the functions and the company’s management board and makes annual

assessment of the efficiency of such systems and functions according to principle 2.11.3.

If there is an audit committee in the company, it monitors the effectiveness of the systems and

functions referred to in principle 3.1, however, this does not exempt the supervisory board from

making an annual assessment of the effectiveness of these systems and functions.

Comments of the Company: In accordance with the applicable provisions of the Estonian law,

the Company does not publish or submit to the General Meeting for approval a report on activities

of the Supervisory Board

4. GENERAL MEETING, SHAREHOLDER RELATIONS

The management board and the supervisory board of listed companies should encourage the

engagement of shareholders in matters of the company, in particular through active participation

in the general meeting, either in person or through a proxy.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

17

The general meeting should proceed by respecting the rights of all shareholders and ensuring

that passed resolutions do not infringe on legitimate interests of different groups of shareholders.

Shareholders who participate in a general meeting exercise their rights in accordance with the

rules of good conduct. Participants of a general meeting should come prepared to the general

meeting.

As at the balance sheet date 30/06/2023 according to the Management Board’s best knowledge,

the structure of direct and indirect shareholders holding at least 5% of the total number of votes at

the General Meeting was as follows:

30/06/2023

no.

Shareholder

Number of shares

% of shares

Number of

votes

% of votes

1

Patro Invest OU

175 069 000

51,87

175 069 000

51,87

x

Total

337 500 000

100

337 500 000

100

* Damian Patrowicz holds 100% of Patro Invest OU shares

4.1. Companies should enable their shareholders to participate in a general meeting by means

of electronic communication (e-meeting) if justified by the expectations of shareholders notified to

the company, provided that the company is in a position to provide the technical infrastructure

necessary

Comments of the Company: The Company considers that the costs of enabling shareholders to

participate in the general meeting by means of electronic communication (e-meeting) are too

high. Nevertheless, the Management Board indicates, that the structure of the Company’s

shareholding means that the shareholders are not interested in participating in the Company’s

general meeting in electronic form. At the same time, the Company's Articles of Association and

the Regulations of the General Meeting do not prescribe the possibility of participating in the

Meeting by means of electronic communication.

4.3. Companies provide a public real-life broadcast of the general meeting.

Comments of the Company: The Company recognizes that the costs of broadcasting the

General Meeting are too high. At the same time, the Management Board indicates that the

Company's shareholder structure causes a lack of interest in the General Meeting. At the same

time, the Company's Articles of Association and the General Meeting Regulations do not

prescribe transmission of the meeting.

4.6. To help shareholders participating in a general meeting to vote on resolutions with

adequate understanding, draft resolutions of the general meeting concerning matters and

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

18

decisions other than points of order should contain a justification, unless it follows from

documentation tabled to the general meeting. If a matter is put on the agenda of the general

meeting at the request of a shareholder or shareholders, the management board requests

presentation of the justification of the proposed resolution, unless previously presented by such

shareholder or shareholders.

Comments of the Company: As at the date of publication of this report, the Company does not

publish any additional justification for the draft resolutions of the General Meeting. So far, the

shareholders of the Company have not expressed interest in the additional discussion of the

matter of the General Meetings.

DESCRIPTION OF THE COMPANY’S INTERNAL CONTROL SYSTEMS AND RISK

MANAGEMENT WITH REGARD TO THE PROCESS OF PREPARING FINANCIAL

STATEMENTS

The Management Board of the Company is responsible for the internal control system in the

Company and its effectiveness in terms of the correctness of preparing financial statements and

periodic reports. Financial statements and periodic reports are prepared on the basis of financial

data from the financial and accounting system, where they are recorded in accordance with the

principles of the adopted accounting policy in accordance with the Accounting Act.

The control of the correctness of preparation of periodic financial statements takes place thanks

to annual financial audits conducted by independent auditors. In the reporting period, the financial

report was prepared by a professional entity – the auditing office of the „Galex” auditor, providing

accounting services for the Company on the basis of an outsourcing agreement.

By using the services of a specialized office, the Management Board is able to analyze the formal

correctness of the submitted documents, prepare mandatory financial statements, including

quarterly, half-year and annual financial statements.

RESTRICTIONS ON VOTING RIGHTS

Such restrictions do not apply to the Company's shares.

INDICATION OF ALL RESTRICTIONS REGARDING THE TRANSFER OF OWNERSHIP OF

THE COMPANY'S SECURITIES

Restrictions regarding the transfer of ownership of the Company’s securities do not occur.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

19

VI. REMUNERATION REPORT

This remuneration report has been prepared in accordance with the remuneration principles of

the Company’s Management Board member. The member of the Management Board is

remunerated pursuant to the signed contract. The remuneration report discloses the

remuneration and benefits paid to the member of the Management Board in the financial year

2022/2023.

The Management Board of the Company consist of one member - Damian Patrowicz. The

contract of Damian Patrowicz, a member of the Management Board, was signed on 18/05/2022

and his term of office is valid until 18/05/2025.

Management Board Members are selected by the Supervisory Board of the Company based on

their expertise in the sector the Company is operating, in addition to candidate’s leadership and

management experience is taken into account as well as the commitment to the Company. The

Management Board member is not paid any remuneration. No share options are issued to the

management.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

20

VII. FINANCIAL STATEMENTS

1. Statement of financial position

STATEMENT OF FINANCIAL POSITION

Note

30/06/2023

(THOUS. EURO)

30/06/2022

(THOUS. EURO)

A s s e t s

Fixed assets

4 032

3 330

Long-term financial assets

4

4 032

3 330

Current assets

3 190

3 452

Short-term financial assets

4

2 935

3 368

Short-term receivables

86

82

Short-term accruals

9

2

Cash and cash equivalents

160

0

A s s e t s t o t a l

7 222

6 782

E q u i t y a n d l i a b i l i t i e s

E q u i t y

7 196

6 771

Share capital

5

33 750

Other reserves

292

Exchange differences

-963

-959

Retained earnings

-25 883

-26 312

Short-term liabilities

26

11

Trade liabilities

8

21

5

Other liabilities

8

0

1

Other provisions

8

5

E q u i t y a n d l i a b i l i t i e s t o t a l

7 222

6 782

Book value of equity

7 196

6 771

Number of shares

7

337 500 000

Book value per share (in EUR)

7

0,02

Diluted number of shares

7

337 500 000

Diluted book value per share (in EUR)

7

0,02

Notes to the annual statement on pages 24-44 are an integral part of the annual financial

statement.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

21

2. Statement of profit or loss

STATEMENT OF PROFIT OR LOSS

Note

01/07/2022 -

30/06/2023

(THOUS. EURO)

01/07/2021 -

30/06/2022

(THOUS. EURO)

Revenue from interest

9

468

187

Gross profit (loss) on sale

468

187

General and administrative costs

10

-32

-45

Other operating revenues

0

27

Other operating costs

7

0

Profit (loss) on operating activity

429

169

Profit (loss) before income tax

429

169

Profit (loss) for the period

429

169

Weighted average number of ordinary

shares

337 500 000

157 839 041

Weighted diluted average number of

ordinary shares

337 500 000

157 839 041

Notes to the annual statement on pages 24-44 are an integral part of the annual financial

statement.

3. Statement of comprehensive income

STATEMENT OF COMPREHENSIVE INCOME

01/07/2022 -

30/06/2023

(THOUS.

EURO)

01/07/2021 -

30/06/2022

(THOUS. EURO)

Profit (loss) for the period

429

169

Other comprehensive income (loss), including:

-4

-53

Exchange differences

-4

-53

Total comprehensive income (loss) for the period

425

116

Basic earnings per share (in EUR)

0,00

Diluted earnings per share (in EUR)

0,00

Notes to the annual statement on pages 24-44 are an integral part of the annual financial

statement.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

22

4. Statement of changes in equity

STATEMENT OF CHANGES IN EQUITY

01/07/2022 -

30/06/2023

(THOUS.

EURO)

01/07/2021 -

30/06/2022

(THOUS.

EURO)

Opening balance of equity (OB)

6 771

6 655

Opening balance of share capital

33 750

1 125

Changes in share capital

0

32 625

a) Increases (due to):

0

32 625

- bonus issue

0

32 625

Closing balance of share capital

33 750

Opening balance of share premium

0

32 444

Changes in share premium

0

-32 444

a) Decreases (due to):

0

-32 444

- bonus issue

0

-32 444

Closing balance of share premium

0

Opening balance of other reserves

292

473

Changes in other reserves

0

-181

a) Decreases (due to):

0

-181

- bonus issue

0

-181

Closing balance of other reserves

292

Opening balance of exchange differences

-959

-906

Changes in exchange differences

-4

-53

Closing balance of exchange differences

-963

-959

Opening balance of retained earnings

-26 312

-26 481

Changes in retained earnings

429

169

a) profit/loss for the period

429

169

Closing balance of retained earnings

-25 883

-26 312

Closing balance of equity (CB)

7 196

6 771

Notes to the annual statement on pages 24-44 are an integral part of the annual financial

statement.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

23

5. Cash flow statement

CASH FLOW STATEMENT

(Indirect method)

Note

01/07/2022 -

30/06/2023

(THOUS.

EURO)

01/07/2021 -

30/06/2022

(THOUS.

EURO)

Operating activities

Profit (loss) for the period

429

169

Total adjustments:

-278

-116

Difference between interest calculated and

received

-357

-92

Loans granted

11

-5 595

-1 454

Received repayments of the loans

11

5 670

1 374

Change in receivables and prepayments

-4

1 828

Changes in liabilities

15

1 772

Changes in accruals

-7

0

Net cash flow from operating activities

150

53

Exchange differences

9

-53

Net cash flow (outflow), total

160

0

Change in cash balance

160

0

Cash balance at the beginning of the period

0

Cash balance at the end of the period

160

0

Notes to the annual statement on pages 24-44 are an integral part of the annual financial

statement.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

24

6. Additional information to the financial statements

Nota 1. Accounting principles

1.1. General information

ATLANTIS SE (hereinafter referred to as the “Company” or “ATLANTIS”), a Company based on

Polish capital, operates in Estonia and Poland.

The financial statements of the Company for 2022/2023 were signed by the member of

management Board of ATLANTIS SE on 15.11.2023.

In accordance with the requirements of the Commercial Code of the Republic of Estonia, the

annual report prepared by the Management Board and approved by the Supervisory Board,

which also includes the financial statements, is approved by the general meeting of shareholders.

Shareholders have the right not to approve the annual report prepared by the Management Board

and approved by the Supervisory Board and to request that a new report is prepared.

1.2. Basis of preparation of financial statements

The Company’s 2022/2023 annual financial statements have been prepared in conformity of

International Financial Reporting Standards as endorsed in the European Union (“IFRS (EU)”.

The Company has consistently applied the accounting policies throughout all periods presented,

unless stated otherwise.

The annual financial statements for 2022/2023 have been prepared on a going concern basis.

The preparation of annual financial statements in conformity with IFRS (EU) requires the use of

certain critical accounting estimates. It also requires management to exercise its judgment in the

process of applying the Company’s accounting policies. Changes in assumptions may have a

significant impact on the financial statements in the period the assumptions changed. The

management of the Company believes the underlying assumptions in the preparation of annual

financial statements for 2022/2023 are appropriate.

These annual financial statements consist of statements of financial position, statement of profit

or loss, statement of comprehensive income, statement of changes in equity, statement of cash

flows, and explanatory notes.

The annual financial statements are presented in euros and all values are rounded to the nearest

thousand (€000), except when otherwise indicated.

The original annual financial statements of the Company have been prepared is English. In case

of the conflict with Polish or Estonian translation, the English version shall prevail.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

25

1.3. Functional and reporting currency

The functional currency of the Company is Polish zloty (PLN) and reporting (presentational)

currency is euro (EUR).

Balance sheet items are calculated according to the exchange rate announced by the European

Central Bank as at the balance sheet day.

Items in the statement of profit or loss and in the cash flow statement are converted at the

exchange rate being the arithmetic average exchange rate published by the European Central

Bank for the financial year.

1.4. Accounting policies, changes in accounting estimates and errors (IAS 8)

When an IFRS (EU) specifically applies to a transaction, other event, or condition, the accounting

policy or policies applied to that item shall be determined by applying the IFRS (EU). In the

absence of an IFRS (EU) that specifically applies to a transaction, other event or condition,

management shall use its judgement in developing and applying an accounting policy that results

in information that is relevant to the economic decision-making needs of users and reliable.

The Company selects and applies its accounting policies consistently for similar transactions,

other events, and conditions, unless an IFRS (EU) specifically requires or permits categorization

of items for which different policies may be appropriate. If an IFRS (EU) requires or permits such

categorization, an appropriate accounting policy shall be selected and applied consistently to

each category.

The Company changes an accounting policy only if the change is required by IFRS (EU) or

results in the financial statements providing reliable and more relevant information about the

effects of transactions, other events, or conditions on the entity’s financial position, financial

performance or cash flows. When a change in accounting policy is applied retrospectively the

Company adjusts the opening balance of each affected component of equity for the earliest prior

period presented and the other comparative amounts disclosed for each prior period presented

as if the new accounting policy had always been applied.

The effect of a change in an accounting estimate shall be recognized prospectively by including it

in profit or loss in the period of the change, if the change affect that period only or the period of

the change and future periods, if the change affects both.

The Company corrects material prior period errors retrospectively in the first set of financial

statements authorized for issue at their discovery by restating the comparative amounts for the

prior period(s) presented in which the error occurred; or if the error occurred before the earliest

prior period presented, restating the opening balances of assets, liabilities and equity for the

earliest prior period presented.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

26

1.5. Impact of new and revised standards and interpretations

The accounting policies applied in the preparation of these financial statements are the same as

those used by the Company in the financial statements for the year ended 30 June 2023.

Revised standards effective for annual reporting periods beginning on or after 1 January 2023

Certain new or revised standards and interpretations have been issued that are mandatory for the

Company’s annual reporting periods beginning on or after 1 January 2023 and that have not

been adopted by the Company ahead of effective date.

Amendments to IAS 1 „Presentation of Financial Statements“ and IFRS Practise Statement 2

„Making Materiality Judgments“- amendments aim to help entities provide accounting policy

disclosures that are more useful by:

• requiring companies to disclose their material accounting policies rather than their

significant accounting policies;

• clarifying that accounting policies related to immaterial transactions, other events or

conditions are themselves immaterial and as such need not be disclosed; and

• clarifying that not all accounting policies that relate to material transactions, other events

or conditions are themselves material to a company’s financial statements.

The Board of IFRS also amended IFRS Practice Statement 2 to include guidance and two

additional examples on the application of materiality to accounting policy disclosures.

The amendments are consistent with the refined definition of material: “Accounting policy

information is material if, when considered together with other information included in an entity’s

financial statements, it can reasonably be expected to influence decisions that the primary users

of general purpose financial statements make on the basis of those financial statements”.

Effective for annual reporting periods beginning on or after 1 January 2023. The EU has

approved the changes.

The Company does not expect the amendments to have a material impact on its financial

statements when initially applied.

Amendments to IAS 1 „Presentation of Financial Statements“ (classification of liabilities as

current and non-current) – amendments are aimed to promote consistency in applying the

requirements by helping the companies determine whether liabilities and other liabilities with

uncertain settlement dates should be classified as current (to be settled within 12 months) or non-

current. The amendments clarify what is meant by the right to defer settlement; that a right to

deferral must exist at the end of the reporting period; that classification is unaffected by the

likelihood that an entity will exercise its deferral right and that only if the embedded derivative in a

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

27

convertible liability is itself an equity instrument would the terms of a liability not impact its

classification.

Effective for annual reporting periods beginning on or after 1 January 2023. The EU has

approved the changes.

The Company does not expect the amendments to have a material impact on its financial

statements when initially applied.

Amendments to IAS 8 „Accounting Policies, Changes in accounting Estimates and Errors“ –

amendments introduce a new definition for accounting estimates. According to the new definition,

accounting estimates are "monetary amounts in financial statements that are subject to

measurement uncertainty". Entities should develop accounting estimates when the accounting

policies require the measurement of items in the financial statements that are subject to

measurement uncertainty. The amendments clarify that a change in an accounting estimate

resulting from new information or new developments is not a correction of an error. Effective for

annual reporting periods beginning on or after 1 January 2023. The EU has approved the

changes.

The Company does not expect the amendments to have a material impact on its financial

statements when initially applied.

Other changes

Other new standards, amendments to standards and interpretations that are not yet effective are

not expected to have a significant impact on the Company’s financial statements.

Changes in standards

Annual Improvements to IFRS Standards 2018–2020 (the Company will apply the amendment for

annual periods beginning on or after 1 January 2022). Not yet endorsed for use in the EU.

IFRS 9 - Amendments clarify which fees to consider when assessing whether or not the terms of

a converted debt Instrument have changed - only fees paid or received between the borrower

and the lender (including payments made or received by the borrower or lender on behalf of

another party).

The Company does not expect the amendments to have a material impact on its financial

statements when initially applied.

Other new standards, amendments to standards and interpretations that are not yet effective are

not expected to have a significant impact on the Company’s financial statements.

Annual improvements to IFRS standards 2018-2020 – Effective for annual periods beginning on

or after 1 January 2022. Early application is permitted.

Improvements to IFRS (2018-2020) include two amendments to the standards:

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

28

The amendments to IFRS 9 Financial instruments clarify that, when assessing whether an

exchange of debt instruments between an existing borrower and lender is on terms that are

substantially different, the fees to include together with the discounted present value of the cash

flows under the new terms include only fees paid or received between the borrower and the

lender, including fees paid or received by either the borrower or lender on the other's behalf.

The Company does not expect the amendments to have a material impact on its financial

statements when initially applied.

Other changes

Other new standards, amendments to standards and interpretations that are not yet effective are

not expected to have a significant impact on the Company’s financial statements.

1.6. Financial assets (IFRS 9, IAS 32)

Classification

The Company classifies financial assets into the following measurement categories:

• those at fair value (either through other comprehensive income or through profit or loss);

• those carried at amortised cost.

The classification depends on the Company's business model for managing its financial assets

and the contractual terms of the cash flows.

Registration and derecognition

Purchases and sales of financial assets under normal market conditions are recognized on the

trade date, the date on which the Company commits to purchase or sell the asset. Financial

assets are derecognised when the rights to receive cash flows from the asset have expired or

have been transferred and the Company has transferred substantially all risks and rewards of

ownership.

Measurement

Financial assets (unless they are receivables from a buyer that does not have a significant

financing component and are initially measured at transaction price) are initially measured at fair

value and in the case of assets not measures at fair value through profit or loss, related

acquisition costs of assets are added to the initial value.

Debt instruments

Subsequent recognition of debt instruments depends on the Company's business model for

managing its financial assets and the contractual cash flows of the financial assets. Assets held

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

29

for the purpose of collecting contractual cash flows that have only cash flows and interest payable

are recognised at amortised cost using the effective interest rate method. Impairment losses are

deducted from the adjusted acquisition cost. Interest income, foreign exchange gains and losses

and impairment losses are recognised in the income statement.

Gains or losses on derecognition are recognised in the income statement under “Other operating

income / expense”. As of 30 June 2022 and 30 June 2023 and during 2022/2023, financial assets

of the Company were classified as at amortised cost.

Impairment of financial assets

The impairment loss model is applied to financial assets at amortized cost. Financial assets

carried at amortized cost consist of loan receivables, other receivables, cash and cash

equivalents.

Expected credit losses are probability-weighted estimated credit losses. Credit loss is the

difference between the contractual cash flows of the Company and the expected cash flows of

the Company, discounted at the original effective interest rate.

Measurement of expected credit loss takes into account: (i) an unbiased and probabilistic amount

that estimates several different outcomes, (ii) the time value of money and (iii) reasonable and

reasonable information available at the end of the reporting period conditions and forecasts of

future economic conditions.

The Company measures impairment as follows:

• cash and cash equivalents at low credit risk (senior management considers a low credit

risk assessment of at least one of the major credit rating agencies) to be equivalent to

expected credit losses within 12 months;

• for all other financial assets, the amount of credit losses expected to be incurred over a

12-month period, unless the credit risk (i.e. the expected life of the financial asset in

default) has increased significantly after initial recognition; if the risk is significantly

increased, the credit loss is measured at an amount equal to the expected credit loss over

a lifetime.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments

that are not quoted in an active market. Loans and receivables are initially recognised at their fair

value plus transaction costs. After initial recognition, loans and receivables are carried at

amortised cost using the effective interest rate method. This method is used to calculate interest

income on the receivable in subsequent periods. Financial assets are adjusted for impairment

losses.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

30

Impairment is based on expected credit loss. The principle of expected credit loss is to show the

overall trend in the deterioration or improvement in the credit quality of a financial asset.

Impairment losses on financial assets classified at amortised cost are recognised as a provision

for impairment.

Expected credit losses are probability-weighted estimated credit losses that, at the reporting date,

consider all relevant information, including information about past events, current conditions,

reasonable and reasonable future events, and forecasts of economic conditions. At the end of

each reporting period, the Company conducts a review to determine whether there has been a

material increase in risk compared to the last estimate. Indicators of increased credit risk include,

but are not limited to, overdue payments over 30 days, significant financial difficulties of the

debtor, possible bankruptcy or restructuring of the debtor. Impairment charges are recognised in

the income statement under “Other operating expenses”. If receivables are uncollectible, they are

written off together with a provision for impairment.

Receivables are generally recognised as current assets when they are due to be settled within 12

months after the balance sheet date. Receivables that are due later than 12 months after the

balance sheet date are recognised as non-current assets. Financial assets that do not include

SPPI (Solely Payment of Principal and Interest) cash flows are recognised at fair value through

profit or loss.

Information on financial instruments

30/06/2023

Classes of financial instruments

Amortized cost

Total

Total financial assets

7 222

Loans granted

6 967

Other receivables

95

Cash and cash equivalents

160

Other liabilities

26

30/06/2022

Classes of financial instruments

Amortized cost

Total

Total financial assets

6 782

Loans granted

6 698

Other receivables

84

Other liabilities

11

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

31

Professional judgment

If a given transaction is not regulated by any standard or interpretation, the Management Board,

guided by its subjective judgment, determines and applies accounting policies which will ensure

that the financial statements will contain correct and reliable information and:

• correctly, clearly and fairly present the assets and financial situation of the Company, the

results of its activities and cash flows,

• reflect the economic content of the transaction,

• objective,

• prepared in accordance with the principle of prudent valuation,

• complete in all material respects.

When valuating the loans, the debtor's solvency is considered. We take into account the risk of

non-repayment. If there is no risk of repayment, we value the loans at their nominal value. There

are conducted proper analysis.

The Management Board makes decisions considering all the potential consequences of its

decisions. Hence, the decision-making process is based on multi-stage analysis of, inter alia,

borrowers' collaterals.

Uncertainty of estimates

When applying the accounting principles in force in the Company, the Management Board is

obliged to make estimates, judgments and assumptions regarding the amounts of valuation of

individual assets and liabilities. The estimates and related assumptions are based on historical

experience and other factors considered relevant. The actual results may differ from the adopted

estimated values. The preparation of the financial statements requires the Management Board of

the Company to make estimates, as much of the information contained in the financial statements

cannot be measured precisely. The Management Board verifies the adopted estimates based on

changes in the factors considered when making them, new information or past experiences.

Therefore, the estimates made as at June 30, 2023 may be changed in the future.

In the report for 2022/2023, the Management Board assesses that there are no other significant

areas with regard to which there is a risk related to uncertainty of estimates.

1.7. Cash and cash equivalents, cash flows (IAS 7)

Cash and cash equivalents are cash at bank and on hand, short-term extremely high liquidity

investments (up to three months) that are readily convertible into a known amount of cash and

which are subject to an insignificant risk of changes in value.

The statement of cash flows reports cash flows during the period classified by operating,

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

32

investing and financing activities. The Company reports cash flows from operating activities using

the indirect method whereby net profit or loss is adjusted for the effects of transactions of a non-

cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and

items of income or expense associated with investing or financing cash flows.

1.8. Share Capital (IAS 1)

Ordinary shares are included within equity. The expenditures related to the issue of ordinary

shares are recognised as a reduction of equity. Treasury shares repurchased by the parent

company are recognised as a reduction of equity (in the line item “Treasury shares”).

Disbursements and contributions related to treasury shares are recognised in equity.

1.9. Capital from the sale of shares above their nominal value (IAS 1)

The differences between the fair value of the payment received and the nominal value of shares

are recognized in the share premium. In the event of buyout of shares, the amount paid for the

shares is charged to equity and is disclosed in the statement of financial position under equity.

The costs of issuing shares, incurred when establishing a joint-stock company or increasing the

share capital, reduce the entity's supplementary capital to the amount of the excess of the issue

value over the par value of the shares, and the remaining part is classified as financial costs.

1.10. Statutory reserve capital (IAS 1)

Reserve capital is formed to comply with the requirements of the Commercial Code of the

Republic of Estonia. During each financial year, at least 5% of the net profit shall be transferred to

reserve capital until reserve capital reaches one-tenth of share capital. Reserve capital may be

used to cover a loss or to increase share capital. Payments shall not be made to shareholders

from reserve capital. In the statement of financial position statutory reserve is recognised in Other

reserves.

1.11. Earnings per share (IAS 33)

Basic earnings per share is calculated by dividing the profit for the year attributable to ordinary

equity holders of the Company by the weighted average number of shares outstanding during the

year. Diluted earnings per share is calculated by dividing the profit attributable to equity holders of

the Company (after adjusting for interest on the convertible preference shares) by the weighted

average number of shares outstanding during the year plus the weighted average number of

shares that would be issued on conversion of all the dilutive potential shares into shares.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

33

1.12. Financial liabilities (IFRS 9, IAS 32)

All financial liabilities (trade payables, other short and long-term liabilities, borrowings, etc.) are

initially recognised at their fair value, less any transaction costs. They are subsequently

recognised at amortised cost, using the effective interest rate method.

The amortised cost of the current financial liabilities generally equals their nominal value;

therefore, current financial liabilities are stated in the statement of financial position at redemption

value. To calculate the amortised cost of non- current financial liabilities, they are initially

recognised at fair value of the proceeds received (net of transaction costs incurred) and an

interest expense is calculated on the liability in subsequent periods using the effective interest

rate method.

A financial liability is classified as current when it is due to be settled within 12 months after the

balance sheet date or the Company does not have an unconditional right to defer settlement of

the liability for at least 12 months after the balance sheet date. Interest-bearing liabilities that are

due within 12 months after the balance sheet date, but which are refinanced after the balance

sheet date as long-term, are recognised as short-term interest-bearing liabilities. Also, borrowings

are classified as short-term if the lender had at the balance sheet date the contractual right to

demand immediate payment of the borrowing due to the breach of conditions set forth in the

agreement.

1.13. Provisions and contingent liabilities (IAS 37)

Provisions are recognized when the Company has a present obligation (legal or constructive)

because of a past event it is probable that the Company will be required to settle the obligation,

and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle

the present obligation at the end of the reporting period, considering the risks and uncertainties

surrounding the obligation. When a provision is measured using the cash flows estimated to

settle the present obligation, its carrying amount is the present value of those cash flows (when

the effect of the time value of money is material).

When some or all the economic benefits required to settle a provision are expected to be

recovered from a third party, a receivable is recognized as an asset if it is virtually certain that

reimbursement will be received.

Contingent liabilities

Contingent liabilities are those liabilities the realization of which is less probable than non-

realization or the amount of which cannot be measured sufficiently reliably. The Company does

not recognize contingent liabilities but discloses brief description of the nature of the contingent

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

34

liability and, where practicable an estimate of its financial effect; an indication of the uncertainties

relating to the amount or timing of any outflow; and the possibility of any reimbursement unless

the possibility of any outflow in settlement is distant.

1.14. Revenue recognition (IFRS 15)

Interest income

Interest income is recognized when it is probable that the economic benefits associated with the

transaction will flow to the Company and the amount of the revenue can be measured reliably.

Interest income is recognized on an accrual basis.

1.15. Operating segments (IFRS 15, IFRS 8)

A segment is a distinguishable component of the Company, which generates revenues and

incurs expenditures. The segment reporting is presented in respect of operating and geographical

segments. The company operates in only one business area, therefore the segment reporting is

not relevant.

1.16. Income tax (IAS 12)

Corporate income tax in Estonia

According to the Income Tax Act entered into force in Estonia on 1 January 2000, it is not the

company's profits that are taxed but net dividends paid. Income tax is paid on dividends, fringe

benefits, gifts, donations, costs of reception of guests, non-business payments and transfer price

adjustments. The effective income tax rate is 20/80 on net dividends paid out. Starting from 2019,

it is possible to apply a more favourable tax rate on dividend payments (14/86). The more

favourable tax rate can be applied to a dividend distribution that amounts to up to three preceding

years’ average dividend distribution that has been taxed at 20/80 rate.

1.17. Related parties (IAS 24)

A related party is a person or entity that is related to the entity that is preparing its financial

statements. A related party transaction is a transfer of resources, services, or obligations

between a reporting entity and a related party, regardless of whether a price is charged. Such

transactions could influence the profit or loss and financial position of the Company. For this

reason, knowledge of the Company’s transactions, outstanding balances, including commitments,

and relationships with related parties may affect assessments of its operations by users of

financial statements, including assessments of the risks and opportunities facing the Company.

The Company discloses the related party relationship when control exists, irrespective of whether

there have been transactions between the related parties.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

35

The Company considers key members of the management (payments for remuneration and

management board), their close relatives and entities under their control or significant influence

as well as associated companies as related parties.

1.18. Events after the reporting period (IAS 10)

Events after the reporting period are those events, favourable and unfavorable, that occur

between the end of the reporting period and the date when the financial statements are

authorized for issue. Events after the reporting period are those that provide evidence of

conditions that existed at the end of the reporting period (adjusting events after the reporting

period) and those that are indicative of conditions that arose after the reporting period (non-

adjusting events after the reporting period).

Note 2. Financial risks

Granted loans

The Company makes investments in the form of loans granted to related parties. These loans

involve the risk of possible insolvency of entities to whom loans were granted. The Company

points out that it undertakes a number of activities to prevent this risk, in particular through proper

verification of entities and their operations, as well as by obtaining collateral for the most

important portfolio positions, i.e., mortgage collateral.

Objectives and principles of financial risk management

The Company is exposed to the following types of risk resulting from the use of financial

instruments: credit risk, market risk, liquidity risk, interest rate risk. The Management Board is

responsible for establishment of risk management in the Company as well as for supervision of

its respecting. Risk management principles in the Company aim at identification and analysis of

risks to which the Company is exposed, setting out the proper limits and control as well as

monitoring of risk and level of limits adjusted to it.

Credit risk

Credit risk is the risk of incurring a financial loss by the Company when the customer or the other

party to the contract for a financial instrument fails to comply with the obligations arising from the

contract. Credit risk is mainly associated with receivables. The Company's exposure to credit risk

is mainly due to the individual characteristics of each client. The company monitors its

receivables on an ongoing basis. The Company creates impairment losses that correspond to the

estimated value of losses incurred on trade and other receivables and on investments. The

purpose of the Company's credit policy is to maintain financial liquidity ratios at a safe high level.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

36

The maturity dates of assets as at 30/06/2023

Maturity dates

30/06/2023 in thous. EUR

Total

< 1 year

1-2 years

2-3 years

Above 3

years

Loans granted

6 967

2 935

4 032

0

Cash and cash equivalents

160

0

Other receivables

95

0

Total

7 222

3 190

4 032

0

The maturity dates of assets as at 30/06/2022

Maturity dates

30/06/2022 in thous. EUR

Total

< 1 year

1-2 years

2-3 years

Above 3

years

Loans granted

6 698

3 368

283

3 047

0

Other receivables

84

0

Total

6 782

3 452

283

3 047

0

Interest rate risk

During the period described in this report, interest rates in the euro zone, to which Estonia

belongs, ranged from 0% in July 2022. to 4% in June 2023. However, interest rates in Poland in

the corresponding period, set by the Central Bank, ranged from 6.50% to 6.75%.

When setting loan terms for each borrower, the Company individually negotiates the interest rate

of the agreement. The interest rates presented below are based on the date of the loan and the

interest rate in effective date.

At the balance sheet date, the interest rate structure of the Company’s interest bearing financial

instruments were as follows:

Borrower

Interest rate

Fixed/variable interest

rate

DAMAR PATRO UU

2,5% - 9%

Fixed

The Company has no significant interest-bearing liabilities.

Liquidity risk

Liquidity risk is the risk of difficulties in meeting the obligations of the Company related to financial

liabilities, which are settled by cash or other financial assets. The liquidity management by the

Company consists in ensuring, to the highest degree possible, that the Company always has

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

37

sufficient liquidity to settle the required liabilities. The Company has enough resources to cover

the expected operating expenses and to service financial liabilities.

The maturity dates of liabilities as at 30/06/2023

Maturity dates

30/06/2023 in thous. EUR

Total

< 1 year

1-2 years

2-3 years

Trade liabilities

21

0

Other liabilities

5

0

Total

26

0

The maturity dates of liabilities as at 30/06/2022

Maturity dates

30/06/2022 in thous. EUR

Total

< 1 year

1-2 years

2-3 years

Above 3 years

Trade liabilities

5

0

Other liabilities

6

0

Total

11

0

Risk related to related parties

There are interpretations indicating the possibility of risk arising from the negative impact of links

between members of the Company's bodies on their decisions. This applies in particular to the

impact of these ties in the scope of ongoing supervision over the Company's operations. When

assessing the likelihood of such risk, it should be considered that the supervisory bodies are

subject to the control of another body - the General Meeting, and it is in the interest of the

members of the Supervisory Board to perform their duties in a reliable and lawful manner.

Risk of shares price’s fluctuations and limited liquidity

An inherent feature of market trading is fluctuations in share prices and short-term fluctuations in

turnover. It might result in possible sale or purchase of the qualifying holding of the Company’s

shares will relate to a necessity to accept significantly less favourable price than the reference

price. The Company cannot also exclude significant, temporary limitations of liquidity, which may

significantly hamper the sale or purchase of the Company’s shares.

Risk related to the shareholder structure

As at the balance sheet date (30/06/2023) 51,87% of the share capital and 51,87% of votes at

the Company’s General Meeting owned directly Patro Invest OU, as a result of which the above-

mentioned Shareholder has a significant influence on the adopted resolutions at the General

Meeting of the Company’s Shareholder.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

38

Risk related to the economic situation in Poland and Estonia

The economic situation in Poland and Estonia has a significant impact on the financial results

achieved by all entities operating in these countries, including the Company, because the

success of the development of companies investing in financial instruments and conducting

financial services activities largely depends on the conditions of running a business. Rising

inflation may also have an impact on the business situation because it may have an impact on

the level of interest rates.

Currency risk

The Company do not own significant financial instruments whose fair value and future cash flow

related to them may fluctuate due to changes in currency exchange rates. There is a currency

risk in connection with the loans granted in PLN. The risk related to the possibility of fluctuations

in the exchange rate of one currency in relation to another may lead to both deterioration of the

financial situation of the entity and its improvement as a result of a decrease in a given receivable

or an increase in this receivable. Financial assets and liabilities recognized in euros and polish

zloty did not carry considerable risk. In the last financial year, a strong strengthening of PLN was

noticeable both against EUR (+5,9%, from 4,44 into 4,70) and USD (+10%, from 4,07 into 4,49).

Risk related to the armed conflict in Ukraine

Due to the ongoing armed conflict in Ukraine, the Company's operations are moderately exposed

to the consequences of the war. As at the date of publication of the report, the Company does not

anticipate extending the conflict beyond the territory of Ukraine therefore, no impact on the

operating activities of the Company is expected.

Management judgements

As at the day of preparation of the annual report, the Management Board according to their best

knowledge, does not recognize any threat in terms of fulfilling his obligations and financial

liquidity. The Company settles its liabilities systematically and has not taken any credits or loans

taken or other significant obligations. The Company dedicates its financial resources for

conducted lending activity and intends to develop this activity gradually. Possible surpluses are

located on temporary deposits in safe banks. Because of the fact that the main activity of the

Company is the granting of loans, the proper and prompt fulfilment of the contractual obligations

of the borrowers has a significant impact on the Company's results and maintaining.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

39

Note 3. Capital management

The Management Board’s policy is to maintain a solid capital base to maintain investor

confidence and to ensure the future development of business operations.

The company manages its capital to maintain the ability to continue operations, including the

implementation of planned investments, so that it can generate returns for shareholders.

In line with market practice, the Company monitors capital, among others, based on the equity

ratio and the loans and other sources of financing / EBITDA ratio. In order to maintain financial

liquidity and creditworthiness allowing obtaining external financing at a reasonable level of costs,

the Company assumes maintaining the equity ratio at a level not lower than 0.5, while the ratio:

credits, loans, and other sources of financing / EBITDA at the level of up to 2.0.

Specification

30/06/2023

(thous. EURO)

30/06/2022

(thous. EURO)

Equity

7 196

6 771

Net value of assets

7 196

6 771

Total assets

7 222

6 782

Equity ratio

1,00

Net profit/loss Profit (loss) for the period

429

169

EBITDA

429

169

Liabilities

26

11

Free cash and short-term investments

2168

3 368

Ratio: Liabilities/EBITDA

0,06

0,07

Equity ratio = equity / total assets

EBITDA = Net income + taxes + interest expenses + deprecation

Free cash and short-term investment = short-term financial assets+ cash

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

40

Note 4. Financial assets

As at 30/06/2023

Borrower

During 12

months.

(thous.

EUR)

1-5

years

(thous.

EUR)

Interest rate

Currency

Repayment

date

Collaterals

DAMAR PATRO

UU

2 935

4 032

2,5%-9%

EUR

07.2023

08.2025

Blank promissory

note with note

agreement

Total

2 935

4 032

As at June 30, 2023 all loans were granted for related entities and are disclosed in note 11.

As at 30/06/2022

Borrower

During 12

months.

(thous.

EUR)

1-5

years

(thous.

EUR)

Interest rate

Currency

Repayment

date

Collaterals

PATRO

ADMINISTRACJA SP.

Z O.O.

559

0

2,5%

PLN

05.2022 -

05.2023

Blank promissory

note with note

agreement

PATRO

ADMINISTRACJA SP.

Z O.O.

0

302

WIBOR 1M + 0,5%

PLN

12.2024

Blank promissory

note with note

agreement

PATRO INVEST OU

1 398

0

2,5% - 8%

PLN

09.2022 –

06.2023

Blank promissory

note with note

agreement

PATRO INVEST OU

0

3

WIBOR 1M + 0,5%

PLN

12.2024

Blank promissory

note with note

agreement

DAMAR PATRO

UU

1 351

283

2,5%

EUR

02.2023 –

10.2023

Blank promissory

note with note

agreement

DAMAR PATRO

UU

60

0

8%

PLN

06.2023

Blank promissory

note with note

agreement

FON SE

0

2 742

WIBOR 1M + 0,5%

PLN

12.2024

Blank promissory

note with note

agreement

Total

3 368

3 330

As at June 30, 2022 all loans were granted for related entities and are disclosed in note 11.

Note 5. Share capital

Share capital

30/06/2023

(thous. EUR)

30/06/2022

(thous. EUR)

Opening balance of share capital

33 750

1 125

Increase of share capital from share premium

0

32 625

Closing balance of share capital

33 750

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

41

On 18/01/2022, the Business Register (riregister), competent for Estonia's law, registered the

amendments to the Articles of Association resulting from the resolutions adopted at the Ordinary

General Meeting of Shareholders on 07/01/2022. The share capital of the Company was

increased from share premium by EUR 32 625 000 The number of shares was increased from

11 250 000 into 337 500 000.

As at the balance sheet date, 30/06/2023, the Company’s equity is less than 50% of the share

capital and does not comply with the requirements of § 301 of the Commercial Code of Estonian.

The Management Board of ATLANTIS SE will propose to the general meeting to reduce the

share capital of the Company.

Note 6. Shareholding structure

As at 30/06/2023 according to the best knowledge of the Management Board, the structure of

direct and indirect shareholders holding at least 5% of the total number of votes at the General

Meeting of was as follows:

30/06/2023

No.

Shareholder

Number of

shares

% of shares

Number of

votes

% of votes

1

Patro Invest OU

175 069 000

51,87

175 069 000

51,87

x

Total

337 500 000

100

337 500 000

100

* Damian Patrowicz holds 100% of Patro Invest OU shares.

As at the of publication of the report, the Shareholder Patro Invest OU holds 175 069 000 shares

constituting 51,87% of the Company’s share capital and votes at the General Meeting of

Shareholders.

As at 30/06/2022 according to the best knowledge of the Management Board, the structure of

direct and indirect shareholders holding at least 5% of the total number of votes at the General

Meeting of was as follows:

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

42

30/06/2022

Shareholder

Number of

shares

% of shares

Number of votes

% of votes

Patro Invest OU

175 069 000

51,87

175 069 000

51,87

Total

337 500 000

100

337 500 000

100

* Damian Patrowicz holds 100% of Patro Invest OU shares.

As at 30/06/2022. the Shareholder Patro Invest OU held 175 069 000 shares constituting 51,87

% of the Company’s share capital and votes at the General Meeting of Shareholders.

Note 7. Book value per share and profit per share

Book value per share

As at 30/06/2023

(in thous. EUR)

As at 30/06/2022

(in thous. EUR)

Book value of equity (in thous EUR)

7 196

6 771

Number of shares (pcs)

337 500 000

Book value per share (in EUR)

0,02

Diluted number of shares (pcs)

337 500 000

Diluted book value per share (in EUR)

0,02

Weighted average number of shares (pcs)

337 500 000

157 839 041

Profit/loss for 12 months (in thous EUR)

429

169

Note 8. Short-term liabilities

Short-term liabilities

30/06/2022

(thous. EUR)

30/06/2022

(thous. EUR)

a) trade liabilities

21

5

b) other liabilities

0

1

c) other reserves

5

Short-term liabilities, total

26

11

Trade liabilities and liabilities to the related entities are not interest-bearing. Liabilities due to

taxes,and other liabilities are not interest-bearing and settled on monthly basis.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

43

Note 9. Revenues from the interest

Sales to related entities are described in the note 11.

Revenue by geographical regions (location of customer):

Geographical area for financial activities

01/07/2022-30/06/2023

(thous. EUR)

01/07/2021-30/06/2022

(thous. EUR)

Estonia

465

164

Poland

3

23

Total

468

187

INFORMATION ON LEADING CUSTOMERS

In the period 01/07/2022-30/06/2023 the Company achieved revenue from transactions with a

single client exceeding 10% of the entity’s total revenues:

− Client no. 1 – 87,80% of total revenues

− Client no. 2 – 8,67% of total revenues

− Client no. 3 – 2,93% of total revenues

− Client no. 4 – 0,60% of total revenues

In the period 01/07/2021-30/06/2022 the Company achieved revenue from transactions with a

single client exceeding 10% of the entity’s total revenues:

− Client no. 1 – 51,34 % of total revenues

− Client no. 2 – 20,86 % of total revenues

− Client no. 3 – 15,51 % of total revenues

− Client no. 4 – 12,30 % of total revenues

Note 10. Genreal and administrative costs

Costs by type

01/07/2021-

30/06/2022

(thous. EUR)

01/07/2021-

30/06/2022

(thous. EUR)

a) external services

-31

-23

b) taxes and fees

-1

-22

General and administrative costs, total

-32

-45

Revenue from the interest

01/07/2022-30/06/2023

(thous. EUR)

01/07/2021-30/06/2022

(thous. EUR)

Revenue from the interest

468

187

- including: from related entities

468

187

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

44

Note 11. Balances and transactions with related parties

The Parent Company: Patro Invest OÜ in Tallinn

Transactions and balances with related parties:

As at June 30, 2023 all loans were granted to related entities and are described in note 4.

As at June 30, 2023 there are not any loans received from related entities.

The Company did not grant warranties for any entities.

As at June 30, 2022 all loans were granted to related entities and are described in note 4.

As at June 30, 2022 there are not any loans received from related entities.

The Company did not grant warranties for any entities.

Note 12. Average employment.

The Company did not employ any employees in the financial year and previous financial year.

In the financial years 2022/2023 and 2021/2022 the Management Board and the Supervisory

Board did not receive any remuneration.

Transactions and balances

for the period ended on

30/06/2023

(in thous. EUR)

Interest

revenue

Loans granted

Repayments of

loans granted

Receivables

from loans and

interest

Parent company:

Patro Invest OU

14

694

2 074

0

Key members of the management and all companies directly or indirectly owned by them:

FON SE

40

0

2 754

0

Damar Patro UU

411

4 901

0

6 967

Patro Administracja Sp. z

o.o.

3

0

842

0

Total

468

5 595

5 670

6 967

Transactions and balances

for the period ended on

30/06/2022

(in thous.EUR)

Interest

revenue

Loans granted

Repayments of

loans granted

Receivables

from loans and

interest

Parent company:

Patro Invest OU

29

1 392

0

1 401

Key members of the management and all companies directly or indirectly owned by them:

FON SE

96

0

1 374

2 742

Damar Patro UU

39

69

0

1 694

Patro Administracja Sp. z

o.o.

23

0

861

Total

187

1 454

1 374

6 698

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

45

Note 13. Contingent assets and liabilities

A Tax authorities have the right to review the Company tax records for up to 5 years after

submitting the tax declaration and upon finding errors, impose additional taxes, interest and fines.

The tax authorities have not performed any tax audits at the Company during 2022-2023.

Note 14. Events after the balance sheet date

Events affecting the results presented in this report did not occur after the balance sheet date.

At the moment, the war in Ukraine has not affected the situation of the Company. ATLANTIS SE

does not expect military actions in Ukraine to have a negative impact on the operating activities of

the Company.

Note 15. Going concern

As at the balance sheet date, 30/06/2023, the Company’s equity is less than 50% of the share

capital and does not comply with the requirements of § 301 of the Commercial Code of Estonia.

The Management Board of ATLANTIS SE will propose to the general meeting to reduce the

share capital of the Company. According to the management opinion, this does not affect the

continuity of the company's operations.

FINANCIAL STATEMENT

ATLANTIS SE

FOR THE PERIOD ENDED ON 30/06/2023 /IN THOUS. EUR/

46

VIII. MANAGEMENT BOARD’S CONFIRMATION OF THE ANNUAL REPORT

The Management Board confirms that the management report, corporate governance report and

remuneration report as set out on pages 6 to 19 gives a true and fair view of the key events that

occurred during the reporting period and their impact on the financial statements contains a

description of the key risks and uncertainties and reflects material transactions with related

parties.

The Management Board confirms the correctness and completeness of Atlantis SE financial

statements for the year 2022/2023 as set out on pages 20 to 45 and that:

• the accounting policies used in preparing the financial statements are in compliance with

International Financial Reporting Standards as adopted by the European Union;

• the financial statements give a true and fair view of the financial position, financial

performance and cash flows of the Company;

• Atlantis SE is going concern.

Signature

Member of the Management Board

Damian Patrowicz

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of ATLANTIS SE

Qualified Opinion

We have audited the financial statements of ATLANTIS SE (the Company), which comprise

the statement of financial position as at June 30, 2023, and the statement of profit or loss,

statement of comprehensive income, statement of cash flows and statement of changes in

equity for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies.

In our opinion, except for the possible effects of the matter described in the Basis for Qualified

Opinion section of our report the accompanying financial statements present fairly, in all

material respects, the financial position of the Company as at June 30, 2023, and its financial

performance and its cash flows for the year then ended in accordance with International

Financial Reporting Standards (IFRS) as adopted by the European Union.

Basis for Qualified Opinion

The Company's statement of financial position as of 30.06.2023 shows loan and interest claims

against the related company Damar Patro UÜ in the amount of 6,967 thousand euros. Damar

Patro UÜ's assets mainly consist of funds in investment accounts, which are recognized at fair

value. In the completed financial year, the fair value of Damar Patro UÜ's investment portfolios

has decreased, and the company's liabilities exceed its assets. The deadline for loan

receivables against Damar Patro UÜ has been extended during the financial year, which is an

indication that the borrower's ability to pay may have decreased. Due to the above, we did not

get enough certainty whether the balance sheet value of the receivables might be overvalued

and whether and in which extent the receivables require a writing down.

We conducted our audit in accordance with International Standards on Auditing (Estonia) (ISA

(EE)s). Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Independence

We are independent of the Company in accordance with the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the

International Ethics Standards Board for Accountants (IESBA Code). We have fulfilled our

other ethical responsibilities in accordance with the IESBA Code.

To the best of our knowledge and belief, we declare that non-audit services that we have

provided to the Company are in accordance with the applicable law and regulations in the

Republic of Estonia and that we have not provided non-audit services that are prohibited under

§ 59

1

of the Auditors Activities Act of the Republic of Estonia.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the financial statements of the current period. These matters were

addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters. For each matter

below, our description of how our audit addressed the matter is provided in that context.

Key audit matter

How our audit addressed the key audit

matter

Valuation of loan receivables

As disclosed in the Note 4 “Financial

assets” to the financial statements,

financial assets consist of loans and

interests in the amount of 6967 thousand

euros which corresponds to 100% of the

Company’s assets. All of these loans are

loans to the related parties.

The value of these loans is assessed using

the amortized cost method as described in

the Note 1 to the financial statements.

Valuation of receivables is a subjective

area due to the level of judgement applied

by the management, based on

management’s past experience and

assumptions.

Our audit procedures included, amongst

others:

• We examined the terms of the loan

agreements and checked the

accounting data compliance with

the agreements.

• We checked the balances with the

balance confirmations.

• We examined and analyzed the

financial data of the borrowers; we

reviewed whether management’s

judgements are in accordance with

our understanding.

• We checked the received payments

of the loans after the post balance

sheet date.

• We assessed the adequacy of the

disclosed information and

compliance with IFRS

requirements.

Other Information, including the Management Report

Management is responsible for the other information. The other information comprises the

Selected Financial Data, the Management Report, the Corporate Governance Report and the

Remuneration Report (but does not include the financial statements and our auditor’s report

thereon). Our opinion on the financial statements does not cover the other information,

including the Management report.

In connection with our audit of the financial statements, our responsibility is to read the other

information identified above and, in doing so, consider whether the other information is

materially inconsistent with the financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. With respect to the Management report, we also

performed the procedures required by the Auditors Activities Act. Those procedures include

considering whether the Management report is consistent, in all material respects, with the

financial statements and is prepared in accordance with the requirements of the Accounting

Act.

As described in the "Basis for Qualified Opinion" section, we did not get sufficient certainty

about possible impairment of receivables in the statement of financial position. We are not able

to make conclusions whether other information has been misrepresented in connection to this

matter.

In accordance with the Securities Market Act with respect to the Remuneration Report, our

responsibility is to consider whether the Remuneration Report includes the information in

accordance with the requirements of Article 135

3

of the Securities Market Act.

Based on the work undertaken in the course of our audit, in our opinion:

• the information given in the Management report for the financial year for which the

financial statements are prepared is consistent, in all material respects, with the

financial statements; and

• the Management report has been prepared in accordance with the requirements of the

Accounting Act;

• the Remuneration Report has been prepared in accordance with Article 135

3

of the

Securities Market Act.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

Management is responsible for the preparation and fair presentation of the financial statements

in accordance with International Financial Reporting Standards (IFRS) as adopted by the

European Union and for such internal control as management determines is necessary to

enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to

going concern and using the going concern basis of accounting unless management either

intends to liquidate the Company or to cease operations, or has no realistic alternative but to

do so.

Those charged with governance are responsible for overseeing the Company’s financial

reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (EE) will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (EE), we exercise professional judgment and

maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those

risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for

our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Company’s

ability to continue as a going concern. If we conclude that a material uncertainty exists,

we are required to draw attention in our auditor’s report to the related disclosures in the

financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s

report. However, future events or conditions may cause the Company to cease to

continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,

including the disclosures, and whether the financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditor’s

report unless law or regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be communicated in our

report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

Appointment and period of our audit engagement

We were first appointed as auditors of ATLANTIS SE for the financial year ended 30 June

2020. Our appointment has been renewed by shareholder resolutions, representing the total

period of our uninterrupted engagement appointment for ATLANTIS SE of 4 years.

/digitally signed/

Eve Leppik

License No 230

Company: Number RT OÜ

License: 263

Linnu tee 21a, Tallinn 11317

11. October 2023