Convening an Ordinary General Meeting of TIM SA for 29.06.2020

Date drawn up	2020-06-01
Current Report No.	14/2020

 

Management Board of TIM S.A. with its registered office in Wrocław at ul. Jaworska 13, acting pursuant to Art. 399 § 1 of the Code of Commercial Companies and § 23, sec. 2 of the Company’s Articles of Association is convening an Ordinary General Meeting of TIM S.A. for the day of 29.06.2020 at 10.00 at the Company’s registered office in Wrocław at ul. Jaworska 13 (office building Cu, floor VII).

The agenda of the above-motioned Ordinary General Meeting of TIM S.A. is as follows:

1. Opening of the General Meeting of TIM S.A.
2. Election of the Chairman of the General Meeting of TIM S.A.
3. Determination that the General Meeting of TIM S.A. was properly convened and whether it is able to adopt resolutions.
4. Election of the Ballot Counting Committee.
5. Adoption of the agenda.
6. Presentation of the report on the audit of the financial statements of TIM SA for the year 2019
7. Presentation of the report on the audit of the consolidated financial statements of the TIM Capital Group for the year 2019
8. Presentation of the Supervisory Board’s report with the result of the assessment of: the Management report on the operation of the TIM Capital Group in 2019 (containing the Report on the activities of TIM SA in 2019), the financial statements of TIM SA for the year 2019, the consolidated financial statements of the TIM Capital Group for the year 2019, the Management Board’s request to allocate the profit generated in 2019 and to present the assessment of the Company’s situation.
9. Consideration and adoption of a resolution on the approval of the Management Report on the operations of the TIM Capital Group for the year 2019 (containing the Report on the operations of TIM SA in 2019).
10. Consideration and adoption of a resolution on the approval of the financial statements of TIM SA for the year 2019.
11. Consideration and adoption of a resolution on the approval of the consolidated financial statements of the TIM Capital Group for the year 2019.
12. Adoption of a resolution on the distribution of profit generated in 2019
13. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the President of the Management Board – Mr. Krzysztof Folta for the year 2016.
14. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the Member of the Management Board – Anna Słobodzian-Puła for the year 2019.
15. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the Member of the Management Board – Piotr Tokarczuk for the year 2019.
16. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the Member of the Management Board – Piotr Nosal for the year 2019.
17. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the Chairman of the Supervisory Board – Krzysztof Wieczorkowski for the year 2019.
18. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the Member of the Supervisory Board – Grzegorz Dzik for the year 2019.
19. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the Member of the Supervisory Board – Krzysztof Kaczmarczyk for the year 2019.
20. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the Member of the Supervisory Board – Andrzej Kusz for the year 2019.
21. Adoption of a resolution on the acknowledgement of the fulfilment of duties to the Member of the Supervisory Board – Leszek Mierzwa for the year 2019.
22. Adoption of a resolution on the on length of the term of office of the Chairman of the Supervisory Board of TIM SA.
23. Adoption of a resolution on the election and appointment of the Chairman of the Supervisory Board of TIM SA.
24. Adoption of a resolution on the adoption of the Policy of Remuneration of Members of the Management Board and Supervisory Board of TIM SA
25. Adoption of a resolution on the amendment of par.7, sec. 2 of the Company’s Articles of Association.
26. Adoption of a resolution on the amendment of par.15, sec. 5 of the Company’s Articles of Association.
27. Adoption of a resolution on the amendment of par.22, sec. 2 of the Company’s Articles of Association.
28. Adoption of a resolution on the amendment of par.25, sec.3 of the Articles of Association by way of its striking.
29. Adoption of a resolution on the amendment of par.26 of the Company’s Articles of Association.
30. Adoption of a resolution on the determination of a consolidated text of the Company’s Articles of Association.
31. Closing of the General Meeting.

Pursuant to the wording of Art. 402 § 2 of the Code of Commercial Companies, Management Board of TIM S.A. below are presented the proposed amendments to the Articles of Association of TIM S.A.
Previous wording of par. 7, sec. 2 of the Company’s Articles of Association:
„Par. 7, sec. 2. The subject of the Company’s remaining business activity according to the Polish Classification of Activities (PKD) is:

1. wholesale and commission trade, except of motor vehicles and motorcycles (PKD 46),
2. retail trade, except of motor vehicles and motorcycles (PKD 47),
3. warehousing and storage of other goods (PKD 52.10.B)
4. freight transport by road (PKD 49.41.Z)
5. buying and selling of own real estate (PKD 68.10.Z)
6. renting 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. services classified as other financial service activities, except insurance and pension funding n.e.c. (PKD 64.99.Z)
11. computer hardware consultancy (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 programming, consultancy and related activities (PKD 62.02.Z)
15. repair of computers and peripheral equipment (PKD 95.11.Z),
16. other information technology and computer service activities (PKD 62.09.Z)
17. other business support service activities n.e.c. (PKD 82.99.Z),
18. other non-scholastic forms of education n.e.c. (PKD 85.58),
19. educational support activities (PKD 85.60. Z)
20. web portals (PKD 63.12.Z),
21. other monetary intermediation (PKD 64.19.Z) ,
22. other financial service activities, except insurance and pension funding (PKD 66.19.Z)”.

Proposed wording par. 7, sec. 2 of the Company’s Articles of Association:
„Par. 7, sec. 2. The subject of the Company’s remaining business activity according to the Polish Classification of Activities (PKD) is:

1. wholesale and commission trade, except of motor vehicles and motorcycles (PKD 46),
2. retail trade, except of motor vehicles and motorcycles (PKD 47),
3. warehousing and storage of other goods (PKD 52.10.B),
4. freight transport by road (PKD 49.41.Z),
5. buying and selling of own real estate (PKD 68.10.Z),
6.  renting 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. services classified as other financial service activities, except insurance and pension funding n.e.c. (PKD 64.99.Z),
11. computer hardware consultancy (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 programming, consultancy and related activities (PKD 62.02.Z),
15. repair of computers and peripheral equipment (PKD 95.11.Z),
16. other information technology and computer service activities (PKD 62.09.Z),
17. other business support service activities n.e.c. (PKD 82.99.Z),
18. other non-scholastic forms of education n.e.c. (PKD 85.58),
19. educational support activities (PKD 85.60. Z),
20. web portals (PKD 63.12.Z),
21. other monetary intermediation (PKD 64.19.Z),
22. other financial service activities, except insurance and pension funding (PKD 66.19.Z),
23. accounting, bookkeeping and auditing activities; tax consultancy ( PKD 69.20.Z).”

Previous wording of par. 15, sec. 5 of the Company’s Articles of Association:
„ par. 15, sec. 5. Competences of the management board include the purchase, sale of real property, share in real property or the right of perpetual usufruct of land with the net book value of up to 5 of equity disclosed in the Company’s latest published financial statements.”
Proposed wording par. 15, sec. 5 of the Company’s Articles of Association:
„ par. 15, sec. 5. Competences of the management board include the purchase, sale of real property, share in real property or the right of perpetual usufruct of land with the net book value of up to 10 of equity disclosed in the Company’s latest published financial statements.”
Previous wording of par. 22, sec. 2 of the Company’s Articles of Association:
„ par. 22, sec. 2. Specific responsibilities of the Supervisory Board include:

1. assessment of the Management report on the operation of the Company for the previous financial year in terms of compliance with the books and documents and with the facts
2. assessment of the financial statements of the Company for the previous financial year in terms of compliance with the books and documents and with the facts,
3. assessment of the report on the operation of the capital group for the previous financial year in terms of compliance with the books and documents and with the facts,
4. assessment of the consolidated financial statements of the capital group for the previous financial year in terms of compliance with the books and documents and with the facts,
5. assessment of the motions of the Management Board regarding distribution of profit and covering the loss,
6.  submitting to the general meeting of an annual written report on operations of the supervisory board,
7. selection of an auditor to audit the company’s financial statements and to audit the consolidated statements of the TIM Capital Group,
8. appointment and dismissal of board members and determination of their remuneration, of up to 10% of equity disclosed in the last published financial statement of the company
9. suspension of individual or all board members due to material reasons,
10. adoption of work the regulations for the supervisory board,
11. expressing consent for the company to take up loans and credits with the total value exceeding 20 % ​​of equity disclosed in the Company’s latest published financial statements,
12. expressing consent to the establishment of a new enterprise by the company,
13. expressing consent to the establishment of a new company or joining an existing company by TIM SA,
14. expressing consent to the purchase or sale by the company of fixed asset, other than real property with the net book value from 5 to 20% of equity disclosed in the Company’s latest published financial statements,
15. expressing consent to the granting by the company to natural or legal persons, with the exception of entities belonging to the TIM capital group, of a loan, surety (guarantees of repayment of liabilities) with the value up to 10 % of equity disclosed in the Company’s latest published financial statements,
16. expressing consent to the granting by the company to entities belonging to the TIM capital group, of a loan, surety (guarantees of repayment of liabilities) with the value up to 20 % of equity disclosed in the Company’s latest published financial statements,
17. expressing consent to the purchase, sale of real property, share in real property or the right of perpetual usufruct of land with the net book value from 5 to 20 of equity disclosed in the Company’s latest published financial statements.
18. other issues within the competence of the supervisory board pursuant to the mandatory provisions of law.”

Proposed wording par. 22, sec. 2 of the Company’s Articles of Association:
„ par. 22, sec. 2 Specific responsibilities of the Supervisory Board include:

1. assessment of the Management report on the operation of the Company for the previous financial year in terms of compliance with the books and documents, as also with the facts
2. assessment of the Company’s financial statements for the previous financial year in terms of compliance with the books and documents, as also with the facts,
3. assessment of the report on the operation of the capital group for the previous financial year in terms of compliance with the books and documents, as also with the facts,
4. assessment of the consolidated financial statements of the capital group for the previous financial year in terms of compliance with the books and documents, as also with the facts,
5. assessment of the motions of the Management Board regarding distribution of profit or covering the loss,
6.  submitting to the general meeting of an annual written report on operations of the supervisory board,
7. selection of an auditor to audit the company’s financial statements and to audit the consolidated statements of the TIM Capital Group,
8. appointment and dismissal of board members and determination of their remuneration, of up to 10% of equity disclosed in the last published financial statement of the company
9. suspension of individual or all board members due to material reasons,
10. adoption of work the regulations for the supervisory board,
11. expressing consent for the company to take up loans and credits with the total value exceeding 20 % ​​of equity disclosed in the Company’s latest published financial statements,
12. expressing consent to the establishment of a new enterprise by the company,
13. expressing consent to the establishment of a new company or joining an existing company by TIM SA,
14. expressing consent to the purchase or sale by the company of fixed asset, other than real property with the net book value of over 10 % of equity disclosed in the Company’s latest published financial statements,
15. expressing consent to the granting by the company to natural or legal persons, with the exception of entities belonging to the TIM capital group, of a loan, surety (guarantees of repayment of liabilities),
16. expressing consent to the granting by the company to entities belonging to the TIM capital group, of a loan, surety (guarantees of repayment of liabilities) with the value of over 20 % of equity disclosed in the Company’s latest published financial statements,
17. expressing consent to the purchase, sale of real property, share in real property or the right of perpetual usufruct of land with the net book value of over 10 of equity disclosed in the Company’s latest published financial statements.”
18. expressing consent to the conclusion by the company of a significant transaction with a related entity to the extent required pursuant to the generally applicable provisions of law on public companies,
19. preparation of an annual report on the remuneration of members of the management board and supervisory board to the extent required pursuant to the generally applicable provisions of law on public companies,
20. expressing consent to the termination of the non-competition agreement after the termination of employment of a board member,
21. other issues within the competence of the supervisory board pursuant to the mandatory provisions of law.”

Previous wording of par. 25, sec. 3 of the Company’s Articles of Association:
„Par. 25, sec. 3. The Company does not allow for participation in general meeting by way of using electronic means of communication.”
Previous wording of par. 26 of the Company’s Articles of Association:
„ par. 26. Matters mentioned in the Code of Commercial Companies require resolution of the General Meeting, and in particular:

1. consideration and approval of the Management report on the Company’s operations,
2. consideration and approval of the Company’s financial statements for the previous financial year,
3. consideration and approval of the report on the operation of the capital group for the previous financial year,
4. consideration and approval of the consolidated financial statements of the capital group for the previous financial year,
5. adoption of a resolution on the distribution of profit or covering a loss,
6. acknowledgment of the fulfilment of duties by members of the company’s governing bodies,
7. change of the subject of the company’s business activity,
8. amendment to the company’s articles of association,
9. increase or reduction of the share capital,
10. provisions regarding claims for compensation for damage caused when establishing the company or exercising supervision or management,
11. sale or lease of the enterprise or an organized part thereof and establishment of a limited property right on thereupon,
12. issuance of convertible or pre-emptive bonds and issuance of subscription warrants,
13.  dissolution and liquidation of the company,
14. election of the chairman and then members of the supervisory board and determination of their remuneration,
15. dismissal of members of the supervisory board prior to the end of the term of office,
16. selection and dismissal of liquidators and determination of their remuneration,
17. determination of the dividend day and dividend payment date,
18. expressing consent to the purchase or sale by the company of fixed asset, other than real property with the net book value of over 20 % of equity disclosed in the Company’s latest published financial statements,
19. expressing consent to the granting by the company to natural or legal persons, with the exception of entities belonging to the TIM capital group, of a loan, surety (guarantees of repayment of liabilities) with the value of over 10 % of equity disclosed in the Company’s latest published financial statements,
20. expressing consent to the granting by the company to entities belonging to the TIM capital group, of a loan, surety (guarantees of repayment of liabilities) with the value of over 20 % of equity disclosed in the Company’s latest published financial statements,
21. expressing consent to the purchase or sale of real property, share in real property or the right of perpetual usufruct of land with the net book value of over 20 of equity disclosed in the Company’s latest published financial statements.”

Proposed wording par. 26 of the Company’s Articles of Association:
„ par. 26. Matters mentioned in the Code of Commercial Companies require resolution of the General Meeting, and in particular:

1. consideration and approval of the Management report on the Company’s operations,
2. consideration and approval of the Company’s financial statements for the previous financial year,
3. consideration and approval of the report on the operation of the capital group for the previous financial year,
4. consideration and approval of the consolidated financial statements of the capital group for the previous financial year,
5. adoption of a resolution on the distribution of profit or covering a loss,
6. acknowledgment of the fulfilment of duties by members of the company’s governing bodies,
7. change of the subject of the company’s business activity,
8. amendment to the company’s articles of association,
9. increase or reduction of the share capital,
10. provisions regarding claims for compensation for damage caused when establishing the company or exercising supervision or management,
11. sale or lease of the enterprise or an organized part thereof and establishment of a limited property right on thereupon,
12. issuance of convertible or pre-emptive bonds and issuance of subscription warrants,
13.   dissolution and liquidation of the company,
14. election of the chairman and then members of the supervisory board and determination of their remuneration,
15. dismissal of members of the supervisory board prior to the end of the term of office,
16. selection and dismissal of liquidators and determination of their remuneration,
17. determination of the dividend day and dividend payment date,
18. adoption of the Policy of Remuneration of Members of the Management Board and Supervisory Board”.

Attached to this Management Report TIM SA submits:

1. Notice of the Ordinary General Meeting of TIM S.A. prepared in accordance with Art. 402(2) of the Code of Commercial Companies.
2. Draft resolutions to Ordinary General Meeting of TIM S.A.
3. Template of the power of attorney and a form to exercise the voting right by the proxy,
4. Documents to be reviewed by Ordinary General Meeting of TIM S.A. on 29.06.2020.

At the same time the Management Board of TIM SA represent that the Supervisory Board of TIM SA, acting in accordance with the provisions of the document entitled „Good Practices of Companies Listed on Warsaw Stock Exchange 2016” have given a positive opinion to matters to be discussed at the Ordinary General Meeting of TIM S.A. which will be held on 29.06.2020 abstaining solely from the opinion on the acknowledgement of the fulfilment of duties to Members of the Supervisory Board of TIM S.A.

The Company will publish any and all information and documents regarding the Ordinary General Meeting on the Company’s website at the address: www.timsa.pl in the Investors Relations tab. The documents referred to above, will also be available at the registered office of TIM S.A. in Wrocław at ul. Jaworska 13.

As at the date of announcement convening the General Meeting of TIM S.A. the Company, referred to above, the Company issued 22,199,200 shares which entitle to 22,199,200 votes.

 

SIGNATURES OF PERSONS REPRESENTING THE COMPANY

2020-06-01, Krzysztof Folta – President of the Management Board 2020-06-01, Piotr Tokarczuk – Member of the Management Board

 

ATTACHMENTS (IN POLISH)