Adoption of a resolution on increasing the share capital within the limits of the statutory capital

Date of preparation

2024-04-25

Current report no.

23/2024

The Management Board of TIM S.A. based in Wrocław_the “Company”_announces that, on 25 April 2024, acting pursuant to:

    • Article 444, Article 446 and Article 447 of the Act of 15 September 2000 – Commercial Companies Code,
    • Resolution No. 5/23.10.2020 of the Extraordinary General Meeting of the Company of 23 October 2020 on the adoption of an incentive scheme for members of the Management Board, key managers of the Company and members of the management boards of subsidiaries,
    • Resolution No. 6/23.10.2020 of the Extraordinary General Meeting of the Company of 23 October 2020 on authorising the Management Board to increase the Company’s share capital within the statutory capital, with the authorisation of the Management Board to exclude in full the pre-emptive rights of existing shareholders in connection with the issue of series G ordinary bearer shares within the statutory capital and on amending the Company’s Articles of Association,
    • § 8(2) of the Company’s Articles of Association,

adopted Resolution No. 1/25.04.2024 on increasing the share capital through the issue of series G bearer shares within the statutory capital, excluding in full the pre-emptive rights of shareholders with respect to series G shares and on amending the Articles of Association.

Pursuant to the aforementioned resolution, the Company’s share capital is increased, within the authorised capital, from PLN 22,933,066.00_twenty-two million nine hundred and thirty-three thousand and sixty-six zloty) to an amount of not less than PLN 22,933,067.00_twenty-two million nine hundred and thirty-three thousand and sixty-seven zlotys_and not more than PLN 23,300,000.00_twenty-three million three hundred thousand zlotys_, i.e. by an amount not less than PLN 1.00 (one zloty) and not more than PLN 366,934.00_three hundred and sixty-six thousand nine hundred and thirty-four zlotys_. The capital increase shall be effected through the issue of new series G ordinary bearer shares ranging from 1_one_to 366,934 _three hundred and sixty-six thousand nine hundred and thirty-four_ shares with a nominal value of PLN 1.00_one zloty_each_“Series G Shares”_.
The issue of Series G Shares shall be conducted by way of private subscription by offering shares to no more than 149 persons designated by the Management Board. Agreements for the subscription of shares shall be concluded by 25 May 2024. The issue price of Series G Shares shall be PLN 10.34 per Series G Share. All Series G Shares shall be subscribed for in exchange for a cash contribution paid prior to registration.
The Management Board of the Company decided to deprive the Company’s existing shareholders of the pre-emptive right to subscribe for Series G Shares in full with the consent of the Company’s Supervisory Board expressed in a resolution of 22 April 2024.

The content of the resolution of the Management Board of the Company is attached to the report.

SIGNATURES OF THE COMPANY REPRESENTATIVES

2024-04-25, Krzysztof Folta – President of the Management Board
2024-04-25, Piotr Tokarczuk – Member of the Management Board

ATTACHEMENT (Polish only)

print
pdf
2024.04.25 Uchwala Zarzadu subskrypcja prywatna III transza TIM
132 KB
pdf
Opinia Zarzadu wylaczenie prawa poboru 21.09.2020
1 MB