Convening an Extraordinary General Meeting of TIM SA for 23.10.2020
Date drawn up |
2020-09-21 |
Current Report No. |
26/2020 |
Management Board of TIM S.A. with its registered office in Wrocław at ul. Jaworska 13, acting pursuant to Art. 399 § 1 of the Code of Commercial Companies and § 23, sec. 4 of the Company’s Articles of Association is convening an Extraordinary General Meeting of TIM S.A. for the day of 23.10.2020 at 10.00 at the Company’s registered office in Wrocław at ul. Jaworska 13 _office building Cu, floor VII_.
The agenda of the above-mentioned Extraordinary General Meeting of TIM S.A. is as follows:
- Opening the session of the General Meeting of TIM S.A.
2.Wybór. Election of the Chairman of the General Meeting of TIM S.A.
3. Determination if the General Meeting of TIM S.A. has been properly convened and whether it is able to adopt resolutions.
4. Election of the Ballot Counting Committee.
5. Adoption of the agenda.
6. Adoption of a resolution on the change of the Policy of Remuneration for the Members of the Management Board and Supervisory Board of TIM SA.
7.Adoption of a resolution on the acceptance of the incentive scheme for the Members of the Management Board, key Company managers and board members of subsidiary companies.
8.Presentation of the opinion of the Management Board of TIM S.A. justifying the Management Board’s authorization to deprive the existing shareholders of the entire subscription right in relation to series G ordinary bearer shares issued as part of the authorized capital.
9. Adoption of a resolution on the authorization of the Management Board to increase the Company’s share capital as part of the authorized capital, authorizing the Management Board to exclude the entire pre-emptive right of the existing shareholders in connection with the issuance of series G ordinary bearer shares as part of the authorized capital and on the amendment of the Company’s Articles of Association.
10. Adoption of a resolution on the determination of a consolidated text of the Company’s Articles of Association.
11. Adoption of a resolution on remuneration for members of the Supervisory Board of TIM S.A. and members of the Audit Committee.
12. Closing the session of the General Meeting.
Pursuant to the wording of Art. 402 § 2 of the Code of Commercial Companies, below the Management Board of TIM S.A. provides the proposed amendments to the Articles of Association of TIM S.A.
The present wording of § 8 of the Company’s Articles of Association:
The company’s share capital amounts to 22,199,200 _in words: twenty two million one hundred ninety nine thousand and two hundred zlotys_ and is divided into 22,199,200 _in words: twenty two million one hundred ninety nine thousand and two hundred_ ordinary bearer shares with the nominal value of PLN 1 _ in words: one_ each, which consist of:
1_100.000 _in words: one hundred thousand_ A series shares,
2_2.900.000 _in words: two million nine hundred thousand_ B series shares,
3_1.800.000 _in words: one million eight hundred thousand_ C series shares,
4_15.580.000 _in words: fifteen million five hundred and eighty thousand_ D series shares,
5_619.200 _in words: six hundred nineteen thousand and two hundred_ F series shares,
6_1.200.000 _in words: one million two hundred thousand_ F series shares.
The proposed wording of § 8 of the Company’s Articles of Association:
- The company’s share capital amounts to 22,199,200 _in words: twenty two million one hundred ninety nine thousand and two hundred zlotys_ and is divided into 22,199,200 _in words: twenty two million one hundred ninety nine thousand and two hundred_ ordinary bearer shares with the nominal value of PLN 1 _in words: one_ each, which consist of:
1_100.000 _in words: one hundred thousand_ A series shares,
2_2.900.000 _in words: two million nine hundred thousand_ B series shares,
3_1.800.000 _in words: one million eight hundred thousand_ C series shares,
4_15.580.000 _in words: fifteen million five hundred and eighty thousand_ D series shares,
5_619.200 _in words: six hundred nineteen thousand and two hundred_ F series shares,
6_1.200.000 _in words: one million two hundred thousand_ F series shares.
- Management Board is authorized to increase the Company’s share capital by an amount not exceeding PLN 1,100,800.00 _in words: one million one hundred thousand and eight hundred zlotys_ by way of issuance of not more than 1,100,800 _in words: one million one hundred thousand and eight hundred_ series G ordinary bearer shares with the nominal value of PLN 1.00 _in words: one zloty_ each _„Shares”_ starting as of the date of the adoption of the first resolution of the Company’s Supervisory Board on the allocation of the Shares to the Scheme Participants who meet the conditions for the allocation of Shares, until the date falling three years from the above date, however not later than by 23 December 2026 _”Authorised Capital”_.
- Management Board may execute the authorization to increase the Company’s share capital granted in sec. 2 above, by making one or several subsequent increases of the share capital within the limits of the Authorised Capital solely for the purpose of the implementation of the incentive scheme established in the Company by way of a resolution of the Company’s extraordinary general meeting _”Incentive Scheme”_ for members of the Company’s management board and other key management personnel, as also board members of its subsidiaries _”Scheme Participants”_ and in accordance with the rules and terms and conditions of the implementation of the Incentive Scheme specified in the Incentive Scheme regulations adopted by the Company’s Supervisory Board _”Regulations”_, in the documents provided for therein and in the Company’s Articles of Association.
- Extraordinary General Meeting of the Company hereby authorizes the Company’s Management Board to entirely deprive the existing shareholders, with the consent of the Company’s Supervisory Board, of their subscription rights to new Shares issued as part of each of the share capital increases made within the limits of the Authorised Capital, subject to sec. 5 below.
5. The aim of the increase of the share capital within the limits of the Authorised Capital is to grant the right to take up Shares to Scheme Participants.
6. Those entitled to take up the Shares will be the persons from among the Participants, having met the conditions and criteria included in the Regulations, as also in relevant agreements for participation in the Incentive Scheme. Attached to this report, the Management Board of TIM SA provides: - Notification on convening an Extraordinary General Meeting of TIM S.A. drawn up as per Art. 402_2_ of the Code of Commercial Companies.
2. Draft resolutions to the Extraordinary General Meeting of TIM S.A.
3. Templates of powers of attorney and a form to for the execution of voting rights through a proxy,
4. Documents to be considered by the Extraordinary General Meeting of TIM S.A. on 23.10.2020.
At the same time the Management Board of TIM SA represent that the Supervisory Board of TIM SA, acting in accordance with the provisions of the document entitled „Good Practices of Companies Listed on Warsaw Stock Exchange 2016r” have given a positive opinion to matters to be discussed at the Extraordinary General Meeting of TIM S.A. which will be held on 23.10.2020 abstaining solely from the opinion on the remuneration due to Members of the Supervisory Board of TIM S.A. and members Of the Audit Committee of TIM S.A.
The Company will publish any and all information and documents regarding the Extraordinary General Meeting on the Company’s website at the address: www.timsa.pl in the Investors Relations tab. The documents referred to above, will also be available at the registered office of TIM S.A. in Wrocław at ul. Jaworska 13.
As at the date of notification of convening the Extraordinary General Meeting of TIM SA, referred to above, the Company issued 22,199,200 shares which entitle to 22,199,200 votes.
SIGNATURES OF PERSONS REPRESENTING THE COMPANY
| 2020-09-21, Krzysztof Folta – President of the Management Board 2020-09-21, Piotr Tokarczuk – Member of the Management Board |
