Registration by the court of the amendment to the Articles of Association of TIM S.A.
Current report no.
TIM S.A. with its registered office in Wrocław (hereinafter “Company”) acting pursuant to § 5, sec. 1_ and § 6 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information published by issuers of securities as well as the conditions for the recognition as equivalent of the information required by legal regulations of the country that is not the Member State informs that on 25 August 2020 it received a decision of the District Court for Wrocław-Fabryczna, VI Commercial Division of the National Court Register as regards making an entry in the National Court Register – Register of Entrepreneurs of the amendment to par. 8 of the Company’s Articles of Association made under resolution of the Extraordinary General Meeting of TIM S.A. No. 6/23.10.2020 adopted on 23 October 2020 on authorisation 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.
After the amendment, referred to above, par. 8 of the Articles of Association of TIM S.A. has received the following wording:
- 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 the 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 Program 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.
- 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.
- 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.”
Date the abovementioned amendments to the Articles of Association were registered by the court is 18.11.2020.
Attached to the report is the consolidated text of the Company’s Articles of Association including the abovementioned amendment to the Articles of Association adopted by the Extraordinary General Meeting of TIM S.A. on 23 October 2020 by virtue of a resolution No. 7/23.10.2020.
SIGNATURES OF PERSONS REPRESENTING THE COMPANY
|2020-11-25, Krzysztof Folta – President of the Board
2020-11-25, Piotr Tokarczuk – Member of the Board