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

Date of preparation	2024-03-11
Current report no.	15/2024

 

The Management Board of TIM S.A. based in Wrocław _, ‘the Company’ or ’the Issuer’_ announces that on 11 March 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 framework of authorised 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 framework of authorised capital and on amending the Company’s Articles of Association,
• § 8 section 2 of the Company’s Articles of Association
  adopted Resolution No. 1/Z/11.03.2024 on increasing the share capital through the issue of series G bearer shares within the framework of the authorised capital, excluding in full the pre-emptive rights of the 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 22,199,200.00 _twenty-two million one hundred and ninety-nine thousand two hundred zloty_ to an amount of not less than PLN 22,199,201.00 _twenty-two million one hundred and ninety-nine thousand two hundred and one zloty_ and not more than PLN 22,933,066.00_twenty-two million nine hundred and thirty-three thousand sixty-six zloty_, i.e. by an amount not less than PLN 1.00 _one zloty_ and not more than PLN 733,866.00 _seven hundred and thirty-three thousand eight hundred and sixty-six zloty_. The capital increase shall be effected through the issue of new series G ordinary bearer shares ranging from 1 _one_ to 733,866.00 _seven hundred and thirty-three thousand eight hundred and sixty-six_ 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 150 persons designated by the Management Board. Agreements for the subscription of shares shall be concluded by 10 April 2024. The issue price of the Series G Shares shall be PLN 10.34 per Series G Share. All Series G Shares shall be taken up 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 the Series G Shares in full with the consent of the Company’s Supervisory Board expressed in a resolution of 11 March 2024.

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

SIGNATURES OF THE COMPANY REPRESENTATIVES

2024-03-11, Krzysztof Folta – President of the Management Board 2024-03-11, Piotr Tokarczuk – Member of the Management Board

 

ATTACHEMENT (Polish only)