Notice of substantial acquisition of TIM S.A. shares

Date of preparation	2024-01-31
Current report no.	4/2024

The management board of TIM S.A. based in Wrocław (‘the Company‘, ‘the Issuer‘ or ‘TIM S.A.‘) informs that on 31 January 2024, the Issuer received from the Shareholder – FEGA Schmitt Elektrogroßhandel GmbH based in Ansbach, Germany (‘the Shareholder‘ or ‘FEGA‘) and the following dominant entities of the Shareholder, i.e. Würth Elektrogroßhandel GmbH _ Co. KG based in Künzelsau, Germany and Mr Reinhold Adolf Würth (together as ‘the Dominant Entities‘) notices submitted under Article 69 and Article 69a of the Public Offer of Financial Instruments and of Publicly Held Companies Act dated 29 July 2005 (‘the Offer Act‘) about a direct acquisition by the Shareholder and an indirect acquisition by the Dominant Entities accounting to 21,373,973 of the Company’s shares (‘Shares‘), which makes 96.28% of the Company’s share capital. The Shares entitle to 21,373,973 votes at the TIM S.A. General Shareholders’ Meeting, carrying 96.28% of all votes at the General Shareholders’ Meeting.

The acquisition happened as a result of FEGA announcing the call for subscription for TIM S.A. shares under Article 72a Section 1 of the Offer Act, which was settled via the KDPW [Central Securities Depository of Poland] depository and clearing system on 31 January 2024.

Pursuant to the received notices:

1_both the Shareholder and the Dominant Entities were not in possession of TIM S.A. shares before the aforementioned acquisition;
2_as of 31 January 2024, the Shareholder directly and the Dominant Entities indirectly hold 21,373,973 shares of the Company (‘Shares‘), which corresponds to 96.28% of the Company’s share capital. The Shares entitle to 21,373,973 votes at the TIM S.A. General Shareholders’ Meeting, carrying 96.28% of all votes at the General Shareholders’ Meeting;
3_the following subsidiaries accordingly to the Shareholder and the Dominant Entities hold the Shares:

a_ Würth Elektrogroßhandel GmbH _ Co. KG, which is a subsidiary of Mr Reinhold Adolf Würth, holds 100% of all votes at the FEGA General Shareholders’ Meeting, which directly owns 21,373,973 (twenty-one million three hundred seventy-three thousand nine hundred and seventy-three) TIM S.A. ordinary bearer shares, which makes a 96.28% share of the TIM S.A. share capital and a 96.28% share of all votes at the Company’s General Shareholders’ Meeting,
b_ The Company holding 228,755 (two hundred twenty-eight thousand seven hundred and fifty-five) own shares, which makes 1.03% of the TIM S.A. share capital and carries 1.03% of all votes at the General Shareholders’ Meeting, whereas the Company cannot exercise the voting right of these shares at the General Shareholders’ Meeting, is a subsidiary of Mr Reinhold Adolf Würth, Würth Elektrogroßhandel GmbH _ Co. KG and of the Shareholder;

4_there are no third parties according to Article 87 Section 1 Item 3 Letter c of the Offer Act, i.e. entitled under an agreement with the Shareholder, Würth Elektrogroßhandel GmbH _ Co. KG or with Mr Reinhold Adolf Würth to exercise the voting right on the TIM S.A. shares;
5_both the Shareholder and the Dominant Entities do not hold the voting right on shares which were acquired because the aforementioned entities were entitled or obliged to do so as owners of the financial instruments mentioned in Article 69b Section 1 Item 1 and the financial instruments mentioned in Article 69b Section 1 Item 2 which are not exclusively executed via cash settlements;
6_both the Shareholder and the Dominant Entities do not hold the voting right on shares to which the financial instruments, mentioned in Article 69b Section 1 Item 2, apply.

SIGNATURES OF THE COMPANY REPRESENTATIVES

2024-01-31, Krzysztof Folta – President of the Management Board 2024-01-31, Piotr Tokarczuk – Member of the Management Board

ATTACHMENT (Polish only)