Convocation of the Annual General Meeting of TIM SA

Date

2018-05-17

Current report no.

17/2018

1. Opening of the Annual General Meeting of TIM S.A.

2. Election of the Chairperson of the General Meeting of TIM S.A.

3. Determining that the General Meeting of TIM S.A. has been properly convened and is capable of making resolutions.

4. Appointment of the Vote Counting Committee.
5. Election of the Secretary.
6. Adoption of the agenda.
7. Presentation of the report on audit of the financial statement of TIM SA for the year 2017.
8. Presentation of the report on audit of the consolidated financial statement of the TIM Capital Group for the year 2017.
9. Presentation of the Supervisory Board’s report with the result of the following assessments: a statement of the Management Board of TIM SA on the TIM Capital Group’s operation in 2017 including the statement of operation of TIM SA in 2017, financial statements of TIM SA for the year 2017, consolidated financial statement of the TIM Capital Group for the year 2017, the proposal of the Management Board regarding the distribution of profit earned in the year 2017 and presentation of the Company’s condition assessment, taking into account the assessment of the internal control system and risk management system significant for the Company.
10. Consideration and adoption of the resolution on approval of the Management Board’s Statement of Operation of the TIM Capital Group in the year 2017_including the Statement of Operation of  TIM SA in 2017.
11. Consideration and adoption of the resolution on the approval of the financial statement of TIM SA for the year 2017, which includes the following: a_ the statement of financial condition, b_the statement of total revenue, c_ the statement of changes in equity, d_the statement of cash flow, e_additional information and explanations.
12. Consideration and adoption of the resolution on the approval of the consolidated financial statement of the TIM Capital Group for the year 2017, which includes the following: a_ the statement of financial condition, b_the statement of total revenue, c_ the statement of changes in equity, d_the statement of cash flow, e_additional information and explanations.
13. Adoption of the resolution on the distribution of profit earned in 2017.
14. Adoption of the resolution to assign a part of the funds from the share capital to compensate the loss suffered in the previous years.
15. Adoption of the resolution concerning acknowledgement of the fulfilment of the President of the Management Board’s duties by Krzysztof Folta in the year 2017.
16. Adoption of the resolution concerning acknowledgement of the fulfilment the Management Board Member’s duties by Artur Piekarczyk in the year 2017.
17. Adoption of the resolution concerning acknowledgement of the fulfilment  the Management Board Member’s duties by Anna Słobodzian-Puła in the year 2017.
18. Adoption of the resolution concerning acknowledgement of the fulfilment  the Management Board Member’s duties by Piotr Tokarczuk in the year 2017.
19. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Chairman’s duties by Krzysztof Wieczorkowski in the year 2017.
20. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Member’s duties by Grzegorz Dzik in the year 2017.
21. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Member’s duties by Andrzej Kusz in the year 2017.
22. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Member’s duties by Krzysztof Kaczmarczyk in the year 2017.
23. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Member’s duties by Andrzej Kasperek in the year 2017.
24. Declaration of the end of term of the following Supervisory Board Members of TIM SA: Grzegorz Dzik and Andrzej Kasperek.
25. Adoption of a resolution concerning the duration of the term of office for the appointed TIM SA Supervisory Board Members.
26. Adoption of a resolution on the selection and appointment of  TIM SA Supervisory Board Members.
27. Adoption of a resolution on the remuneration for the Members of the TIM SA Audit Committee.
28. Adoption of a resolution on the amendment of Article 19 (8) and (9) of the Company’s Articles of Association.
29. Adoption of a resolution on establishing of a consolidated text of the Company’s Articles of Association.
30. Adjourning of the General Meeting of Shareholders.

The text of the Article 19 (8) and (9) of the Company’s Articles of Association, which reads as follows: 8. The Supervisory Board shall act as the audit committee. The supervisory board may select the audit committee by appointing selected supervisory board members to become members of the audit committee. 9. The audit committee consisted of the appointed supervisory board members shall, in particular, have the following duties:
1_monitoring of the process of financial reporting, 2_monitoring of the effectiveness of internal control systems, internal audit and risk management, 3_monitoring of the performance of financial audit activities, 4_monitoring of the independence of the auditor and the entity authorized to audit financial statements ”

The proposed wording of Article 19 (8) and (9) of the Company’s Articles of Association shall be as follows:

” 8. The supervisory board appoints an audit committee. The members of the audit committee shall be appointed from among supervisory board members.
10.The responsibilities of the audit committee shall include, in particular, the following:
1_monitoring of the financial reporting process,
2_monitoring of the effectiveness of the internal control systems, internal audit and risk management,
3_monitoring of the financial audit activities,
4_monitoring of the independence of the auditing company authorised to audit financial statements,
5_ submitting recommendation to the supervisory board with regard to the auditing company which shall be selected to audit financial statements”.

Attached to this report, the Management Board of TIM SA submits the following:

1. Notice on the AGM of TIM SA prepared pursuant to Article 402(2) of the Commercial Companies Code.

2 Draft resolutions of the OGM of TIM SA.
3. A template power of attorney and the form for exercising voting right by a proxy.
4. The proposed consolidated text of the Articles of Association of TIM SA including the amendment of Article 19 (8) and (9) of the Company’s Articles of Association.

At the same time, 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”, expressed a positive opinion concerning the matters to be discussed by the Annual General Meeting of TIM S.A., which will be held on 22-06.-2018, refraining only from expressing the opinion concerning acknowledgement of the fulfilment of duties by the members of the Supervisory Board of TIM SA.
The Company will provide all the information regarding the Annual General Meeting of Shareholders on the Company’s website at: www.timsa.pl in the following tab: Relacje Inwestorskie/ Investor’s Relations
As of the day of the notice on the convening of the Annual General Meeting of TIM S.A. referred to above, the Company has issued 22,199,200 shares which entitle to 22,199,200 votes.