Conclusion of an investment agreement concerning the announcement of a tender offer for the sale of up to 100% of the shares in the share capital of TIM S.A.

With reference to current report no. 14/2023 dated 24 March 2023, the Management Board of TIM S.A. (‘the Company’) informs that on 20 March 2023 it became aware that the Company’s shareholders – Krzysztof Folta, Piotr Nosal, Maciej Posadzy, Piotr Tokarczuk, Ewa Folta and Krzysztof Wieczorkowski (‘Shareholders’ or ‘Sellers’) concluded an annex to the investment agreement concluded on 24 March 2023 with FEGA _ Schmitt Elektrogroßhandel GmbH, a related entity (‘the Investor’) Adolf Würth GmbH Co. regarding the Investor’s announcement of a tender offer for all shares in the Company (‘the Tender Offer’) and the Shareholders’ commitment to sell all shares in the Company held by the Shareholders in response to the Tender Offer (‘the Annex to the Investment Agreement’).
By the Annex to the Investment Agreement, the parties, in particular, changed the date after which each party to the Investment Agreement will be entitled to withdraw from the Agreement in the event that the Investor fails to obtain the approval of the competent antitrust authority for the concentration, from 31 December 2023 to 25 January 2024. (‘the Cut-off Date’) In addition, pursuant to the Annex to the Investment Agreement, the Shareholders, within the scope of their powers as shareholders, members of the management or supervisory board of the Company have undertaken: _i_ not to convene, on their own initiative as Shareholders and/or together with other shareholders of the Company, any annual general meeting of the Company to be held prior to the Cut-off Date; _ii_ if an annual general meeting of the Company is convened prior to the Cut-off Date, to attend such meeting and vote against the resolution on profit distribution.
Simultaneously with the conclusion of the Annex to the Investment Agreement, the members of the Company’s management board and the members of the management board of 3LP S.A. – a subsidiary of the Company _(‘the Declarants’)_, concluded an Annex to the Management Guarantee Agreement _(management warranty deed)_ dated 24 March 2023 with the Investor, pursuant to which, inter alia, the parties changed the Cut-off Date of the transitional period, during which the Declarants undertook not to perform certain activities, from 31 December 2023 to 25 January 2024, and the parties agreed that the agreement would automatically expire in the event that the Investor does not acquire control of the Company as a result of the settlement of the Tender Offer, by 10 February 2024.

SIGNATURES OF THE COMPANY REPRESENTATIVES