| The Management Board of TIM S.A. with its registered office in Wrocław at ul. Powstańców Śl. 2 – 4, acting pursuant to Article 399(1) of the Commercial Companies Code and Section § 23 (4) of the Company’s Articles of Association, convenes the Extraordinary General Meeting of TIM S.A. on 05.10.2018 at 10.00 a.m. at the Company’s headquarters in Wrocław at ul. Powstańców Śl 2 – 4 _the building of Arkady Wrocławskie, floor VII_.
The agenda of the above Extraordinary General Meeting of TIM SA is as follows:
1. Opening of the General Meeting of TIM S.A.
2. Election of the Chairperson of the General Meeting of TIM S.A.
3.Validation of the convening of the TIM SA General Meeting and its capability of adopting resolutions.
4. Appointment of the Vote Counting Committee.
5. Election of the Secretary.
6. Adopting of the agenda.
7. Adopting of the resolution on the consent to the disposal by the Management Board of TIM SA of the funds gathered in the dividend fund of TIM SA for advance payment towards dividends.
8. Adopting of a resolution on the amendment of Article 7 of the Company’s Articles of Association.
9. Adopting of a resolution on establishing of a consolidated text of the Company’s Articles of Association.
10. Adjourning of the General Meeting of Shareholders.
In connection with the proposed amendment of paragraph 7 of the TIM SA Articles of Association, below we present the current and proposed wording of paragraph 7 of the TIM SA Articles of Association.
The current wording of Article 7 of the Company’s Articles of Association is as follows:
Ҥ 7
1.The subject of the prevailing operations of the Company according to the Polish classification of business activities _PKD_ is as follows: 1_wholesale _PKD 46,90, Z_,
2. The subject of the remaining activity of the company according to the Polish Classification of Business Activities _PKD_ is as follows:
1_ wholesale trade and agency sales, excluding mechanical vehicle and motorcycle trading _PKD 46_,
2_retail trade except for trade in motor vehicles _PKD 47_,
3_ warehousing and storage of other goods _PKD 52.10.B_
4_land transport of goods _PKD 49.41.Z_
5_buying and selling of own real estate _PKD 68.10.Z_
6_rental and operating of own and leased real estate _PKD 68.20.Z_
7_electrical installation _PKD 43.21.Z _
8_services classified as other credit granting _PKD 64.92.Z_
9_advertising _PKD 73.1._
10_other financial service activities, except insurance and pension funding not elsewhere classified _PKD 4.99.Z_
11_computer hardware consulting _PKD 72.10.Z_
12_other computer programming activities _PKD 62.01.Z_
13_data processing, hosting and related activities _PKD 63.11.Z_
14_computer consultancy activities _PKD 62.02.Z_
15_repair and maintenance of computers and peripherals _PKD 95.11.Z_,
16_other information technology and computer service activities _PKD 62.09.Z_
17_other business support service activities not elsewhere classified _PKD 82.99.Z_,
18_other out-of-school forms of education, not elsewhere classified_PKD 85.58. B _,
19_educational support activities _ PKD 85.60. Z _”
The proposed wording of Article 7 of the Company’s Articles of Association is as follows:
Ҥ 7
1. The subject of the prevailing operations of the company according to the Polish Classification of Business Activities _PKD_ is as follows: 1_wholesale _PKD 46,90, Z_,
2. The subject of the remaining activity of the company according to the Polish Classification of Business Activities _PKD_ is as follows:
1_ wholesale trade and agency sales, excluding mechanical vehicle and motorcycle trading _PKD 46_,
2_retail trade except for trade in motor vehicles _PKD 47_,
3_ warehousing and storage of other goods _PKD 52.10.B_
4_land transport of goods _PKD 49.41.Z_
5_buying and selling of own real estate _PKD 68.10.Z_
6_rental and operating of own or leased real estate _PKD 68.20.Z_
7_electrical installation _PKD 43.21.Z _
8_services classified as other credit granting _PKD 64.92.Z_
9_advertising _PKD 73.1._
10_other financial service activities, except insurance and pension funding not elsewhere classified _PKD 64.99.Z_
11_computer hardware consulting _PKD 72.10.Z_
12_other computer programming activities _PKD 62.01.Z_
13_data processing, hosting and related activities _PKD 63.11.Z_
14_computer consultancy activities _PKD 62.02.Z_
15_repair and maintenance of computers and peripherals _PKD 95.11.Z_,
16_other information technology and computer service activities _PKD 62.09.Z_
17_other business support service activities not elsewhere classified _PKD 82.99.Z_,
18_other out-of-school forms of education, not elsewhere classified_PKD 85.58. B _,
19_educational support activities _ PKD 85.60. Z_
20_web portals activities _PKD 63.12.Z_,
21_other monetary intermediation _PKD 64.19.Z_ ,
22_other activities auxiliary to financial services, except insurance and pension funding _ PKD 66.19.Z_.”
Attached to this report, the Management Board of TIM SA submits the following:
1. Notice on the EGM of TIM SA prepared pursuant to Article 402 _2_ of the Commercial Companies Code.
2. Draft resolutions of the EGM of TIM SA.
3. A template power of attorney and the form for the exercise of voting right by a proxy.
4. The proposed consolidated text of the TIM SA Articles of Association including the amendment of Article 7 of the Company’s Articles of Association.
Furthermore, the Management Board of TIM SA declares that the Supervisory Board of TIM S.A., acting pursuant to the provisions of the document titled “Good practices of companies listed on the Warsaw Stock Exchange 2016”, gave a positive opinion concerning the matters to be discussed by the Extraordinary General Meeting of TIM S.A., which will be held on 05-10-2018.
The Company will provide all the information regarding the Extraordinary General Meeting of Shareholders on the Company’s website at: www.timsa.pl in the following tab: Relacje Inwestorskie.
As of the day of the notice on the convening of the Extraordinary General Meeting of TIM S.A. referred to above, the Company issued 22,199,200 shares which entitle to 22,199,200 votes. |
