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Calling the Ordinary General Meeting of Shareholders of TIM S.A.

14.05.2015

Date

2015-05-14

Current report no.

14/2015

 

The Board of TIM S.A. with its seat in Wrocław (hereinafter referred to as “the Company”) informs that on 11 May 2015 TIM S.A. concluded a preliminary fixed property sale agreement (“the Agreement”) with HE Enterprises spółka z o.o. with its seat in Warszawa, Al. Jerozolimskie 56 C (hereinafter referred to as “the Pur

The Management Board of TIM S.A. with its registered seat in Wrocław, ul. Powstańców Śl. 2 – 4, acting by virtue of Article 399, section 1 of the Code of Commercial Companies and section 28, subsection 2 of the Company’s Articles of Association, calls for the Ordinary General Meeting of Shareholders of TIM S.A., for 11.06.2015, at 10.00 a.m. in the Company’s seat: ul. Powstańców Śl. 2 – 4 (Arkady Wrocławskie office block, the 7th storey).

Agenda:

  1. Opening of the Ordinary General Meeting of Shareholders of TIM S.A.
  2. Selecting a Chairperson of the Ordinary General Meeting of Shareholders of TIM S.A.
  3. Stating the correctness of the calling of the General Meeting of TIM S.A. and its capability to pass resolutions.
  4. Selection of the Returning Committee.
  5. Selection of the Secretary.
  6. Accepting the Agenda.
  7. Presenting the opinions and the report of the Expert Auditor from the individual Financial Statements of TIM S.A. for 2014 and the Report of the Managing Board of TIM S.A. for operations in 2014.
  8. Presenting the opinions and the report of the Expert Auditor from the consolidated Financial Statements of TIM S.A. for 2014 and the Report of the TIM Group of Companies’ operations in 2014.
  9. Presenting the report of the Supervisory Board with the assessment result: of the Report of the Managing Board of TIM S.A. for operations in 2014; of the individual Financial Statements of TIM S.A. for 2014, of the Report of the TIM Group of Companies’ operations in 2014, and of the consolidated Financial Statements of TIM S.A. for 2014, motion of the Board regarding the coverage of loss from 2014 and presenting the assessment of the Company’s condition taking into account the assessment of the internal control system and the risk management system significant for the Company.
  10. Investigating and passing Resolution on endorsing the Report of the Management Board for operations 2014.
  11. Investigating and passing Resolution on endorsing the individual Financial Statements of the Company for 2014 comprising of: a) report on the financial condition, b) report on total incomes, c) report on changes in equity capital, d) report on cash flows, e) additional information and explanations.
  12. Investigating and passing Resolution on endorsing the Report of the TIM Group of Companies’ operations for 2014.
  13. Investigating and passing Resolution on endorsing the consolidated Financial Statements of the TIM Group of Companies for 2014 comprising of: a) report on the financial condition, b) report on total incomes, c) report on changes in equity capital, d) report on cash flows, e) additional information and explanations.
  14. Passing a Resolution regarding the covering the loss from 2014.
  15. Passing Resolution on acknowledging the fulfilment of duties by the President of the Company – Krzysztof Folta – for 2014.
  16. Passing Resolution on acknowledging the fulfilment of duties by the Member of the Board of the Company – Artur Piekarczyk – for 2014.
  17. Passing Resolution on acknowledging the fulfilment of duties by the Member of the Board of the Company – Maciej Posadzy – for 2014.
  18. Passing Resolution on acknowledging the fulfilment of duties by the Member of the Board of the Company – Anna Słobodzian-Puła – for 2014.
  19. Passing Resolution on acknowledging the fulfilment of duties by the Chairperson of the Supervisory Board – Kryzsztof Wieczorkowski – for 2014.
  20. Passing Resolution on acknowledging the fulfilment of duties by the Member of the Supervisory Board – Grzegorz Dzik – for 2014.
  21. Passing Resolution on acknowledging the fulfilment of duties by the Member of the Supervisory Board – Andrzej Kusz – for 2014.
  22. Passing Resolution on acknowledging the fulfilment of duties by the Member of the Supervisory Board – Piotr Nowjalis – for 2014.
  23. Passing Resolution on acknowledging the fulfilment of duties by the Member of the Supervisory Board – Marek Świętoń – for 2014.
  24. Passing Resolution on acknowledging the fulfilment of duties by the Member of the Supervisory Board – Maciej Matusiak – for 2014.
  25. Confirming the expiration of term of office of the following Members of the Supervisory Board of TIM S.A.: Grzegorz Dzik and Piotr Nowjalis.
  26. Passing Resolution on the length of the term of office of the selected Members of the Supervisory Board of TIM S.A. 
  27. Passing Resolution on appointing the Member of the Supervisory Board of TIM S.A.
  28. Passing Resolution on appointing the Member of the Supervisory Board of TIM S.A.
  29. Closing of the Ordinary General Assembly.

As an enclosure to the Report of the Management Board, in accordance with Article 38, section 1, subsection 1, 2 and 3 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodical information provided by securities issuers and conditions for recognising as equivalent the information required by law of a non-Member State (Dz. (U. of 28 February 2009, No. 33, item 259, as amended) shall transfer the following:

  1.  Information concerning the General Meeting of Shareholders of the Company developed in accordance with Article 4022 of the Code of Commercial Companies.
  2. Draft Resolutions
  3. Specimen of the Power of Attorney Form to execute the voting right by the Attorney.

Simultaneously, the Board of TIM S.A. represents that the Supervisory Board of TIM S.A., acting under the provisions of “Good Practices of WSE Listed Companies” positively opinionated issues which are to be the subject of the Ordinary General Meeting of Shareholders of TIM S.A. which is to be held on 11.06.2015 not expressing the opinion on acknowledging the fulfilment of duties by the Member of the Supervisory Board of TIM S.A.

The Company shall post all information concerning the Ordinary General Meeting of Shareholders at the Company’s website: https://www.timsa.pl/spolka/walne-zgromadzenie-akcjonariuszy (Polish only).

As of the day of the call of the General Meeting of Shareholders of TIM S.A., as mentioned above, the Company has issued 22,199,200 shares which entitle to 22,199,200 votes.

 

ANNEXES

Information concerning calling the Ordinary General Meeting of Shareholders of TIM SA for 11.06.2015 [Polish, PDF]

Draft Resolutions for the Ordinary General Meeting of Shareholders of TIM S.A. which is to be held on 11.06.2015 [Polish, PDF]

Form of the Power of Attorney – WZA 11.06.2015 [Polish, PDF]

Motion regarding the coverage of loss generated by the Company in 2014 [Polish, PDF]

 
 
SIGNATURES OF PERSONS REPRESENTING THE COMPANY

2015-05-14, Maciej Posadzy – Member of the Board
2015-05-14, Anna Slobodzian-Pula – Member of the Board