Date	2022-11-22
Current report no.	36/2022

 

TIM S.A. with its registered office in Wrocław _hereinafter referred to as: the ‘Company’_, acting on the basis of Article 5(1)_ and Article 6 of the Regulation of the Minister of Finance of 29 March 2018 on the current and periodic information published by issuers of securities and on the conditions for recognising such information as being equivalent to information required by the provisions of law of a non-member state, informs that on 22 November 2022, the District Court for Wrocław-Fabryczna, 6th Commercial Division of the National Court Register, made an entry in the National Court Register – Register of Entrepreneurs of the following changes in the Company’s Articles of Association:

a_change of Article 7(2) of the Company’s Articles of Association made under Resolution no. 4/15.11.2022 of the Extraordinary General Meeting of TIM S.A. adopted on 15 November 2022 on the change of Article 7(2) of the Company’s Articles of Association.

After the change referred to above, Article 7(2) of the Articles of Association of TIM S.A. is worded as follows:

‘Article 7(2) The object of other activities of the company according to the Polish Classification of Economic Activities _PKD_ is:
1_wholesale and commission trade, except for trade in motor vehicles _PKD 46_,
2_ retail trade, except for retail trade in motor vehicles _PKD 47_,
3_warehousing and storage of other goods _PKD 52.10.B_,
4_freight transport by road _PKD 49.41.Z_,
5_electrical installations _PKD 43.21.Z _,
6_other credit-granting _PKD 64.92.Z_,
7advertising _PKD 73.1._,
8_other financial service activities, except insurance and pension funding, not elsewhere classified _PKD 64.99.Z_,
9_consultancy in the field of computer equipment _PKD 72.10.Z_,
10_other computer programming activities _PKD 62.01.Z_,
11_data processing; _hosting_ and related activities _PKD 63.11.Z_,
12_computer consultancy and similar activities _PKD 62.02.Z_,
13_repair and maintenance of computers and peripheral equipment _PKD 95.11.Z_,
14_other information technology and computer service activities _PKD 62.09.Z_,
15_other business support service activities, not elsewhere classified _PKD 82.99.Z_,
16_other out-of-school forms of education, not elsewhere classified _PKD 85.58. B_,
17_educational support activities _PKD 85.60. Z_,
18_web portals _PKD 63.12.Z_,
19_other monetary intermediation _PKD 64.19.Z_,
20_other activities auxiliary to financial services, except insurance and pension funding _PKD 66.19.Z_,
21_accounting, bookkeeping and auditing activities; tax consultancy _PKD 69.20.Z_.’ b_change of Article 15 of the Company’s Articles of Association made under Resolution no. 5/15.11.2022 of the Extraordinary General Meeting of TIM S.A. adopted on 15 November 2022 on the change of Article 15 of the Company’s Articles of Association by adding section 6.

After the change referred to above, Article 15(6) of the Company’s Articles of Association is worded as follows:

‘Article 15(6). The Management Board is obliged to provide the Supervisory Board, at its request, with information on:
1_ resolutions of the Management Board and their object;
2_the company’s situation, including its assets, as well as significant circumstances in the scope of running the company’s affairs, in particular in the operational, investment and HR areas;
3_progress in the implementation of the designated directions of development of the company’s operations; it should also indicate any deviations from the previously designated directions, providing at the same time the reasons for the deviations,
4_transactions and other events or circumstances that significantly affect or may affect the company’s financial situation, including its profitability or liquidity,
5_{_}changes in the information previously provided to the Supervisory Board if these changes significantly affect or may affect the company’s situation.
The implementation of the obligations referred to in points 1-5 above also includes information held by the Management Board regarding subsidiaries and related companies.’

c_change of Article 20(7) of the Company’s Articles of Association made under Resolution no. 6/15.11.2022 of the Extraordinary General Meeting of TIM S.A. adopted on 15 November 2022 on the change of Article 20(7) of the Company’s Articles of Association.

After the change referred to above, Article 20(7) of the Company’s Articles of Association is worded as follows:

‘Article 20(7). The invitation of the members of the Supervisory Board may be sent in writing or by e-mail.’

d_change of Article 22(2)(7) of the Company’s Articles of Association made under Resolution no. 7/15.11.2022 of the Extraordinary General Meeting of TIM S.A. adopted on 15 November 2022 on the change of Article 22(2)(7) of the Company’s Articles of Association.

After the change referred to above, Article 22(2)(7) of the Company’s Articles of Association is worded as follows:

‘Article 22(2)(7). The selection of a statutory auditor conducting an audit/review of the company’s financial statement and an audit/review of the consolidated report of the TIM Capital Group.’

e_change of Article 22 of the Company’s Articles of Association by adding section 4 made under Resolution no. 8/15.11.2022 of the Extraordinary General Meeting of TIM S.A. adopted on 15 November 2022 on the change of Article 22 of the Company’s Articles of Association by adding section 4.

After the change referred to above, Article 22(4) of the Company’s Articles of Association is worded as follows:

‘Article 22(4) Acting pursuant to Article 382 _1_ (8) of the Polish Code of Commercial Companies, the Supervisory Board may, by way of a resolution, appoint an advisor of the Supervisory Board referred to in Article 382 _1_ of the Polish Code of Commercial Companies. The costs related to their appointment and operation are incurred by the Company, while the cost of operation of all appointed advisors of the Supervisory Board in a given financial year may not exceed the amount of PLN 500,000 _in words: five hundred thousand zloty_.’

The date of registration by the Court of the above-mentioned changes in the Articles of Association of TIM S.A. is 22 November 2022.

Attached to the report, the Company provides the consolidated text of the Company’s Articles of Association, which takes into account the above-mentioned changes adopted by the Extraordinary General Meeting of TIM S.A. on 15 October 2022, under Resolution no. 9/15.11.2022.

 

SIGNATURES OF PERSONS REPRESENTING THE COMPANY

2022-11-22, Krzysztof Folta – President of the Board 2022-11-22, Piotr Tokarczuk – Member of the Board

ATTACHMENT (Polish only)