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The convocation of the Annual General Meeting of TIM SA

25.05.2016

Date	2016-05-25
Current report no.	18/2016

The Management Board of TIM S.A. with its registered office in Wrocław at ul. Powstańców Śl. 2 – 4, acting under Article 399 (1) of the Commercial Companies Code and Section § 28 (2) of the Company’s Articles of Association, shall convene the Annual General Meeting of TIM S.A. on 21-06-2016 at 10.00 a.m. at the company’s headquarters in Wrocław at ul. Powstańców Śl. 2 – 4 _the building of Arkady Wrocławskie, floor VII_.

Agenda:

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 opinion and report of the expert auditor on the audit of the individual financial statement of TIM SA for the year 2015, and the statement of the Management Board of TIM SA on the company operation in 2015.

8. Presentation of the opinion and report of the expert auditor on the audit of the consolidated financial statement of TIM for the year 2015 and the statement on the operation of the TIM Capital Group in 2015.

9. Presentation of the Supervisory Board’s report with the results of the following assessments: statement of the Management Board of TIM SA on the company operation in 2015, the individual financial statements of TIM SA for the year 2015, the statement on the operation of the TIM Capital Group in 2015, the consolidated financial statement for the year 2015, the proposal of the Management Board regarding the distribution of profit earned in the year 2015 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 the approval of the Management Boards’ statement on the company operation for the year 2015.

11. Consideration and adoption of the resolution on the approval of the individual financial statements of the Company for the year 2015, which include the following: a_ statement on the financial condition, b_statement on total revenue, c_ statement on changes in equity, d_statement on cash flow, e_additional information and explanations.

12. Consideration and adoption of the resolution on approval of the statement on the operation of the TIM Capital Group in the year 2015.

13. Consideration and adoption of the resolution on the approval of the consolidated financial statement of the TIM Capital Group for the year 2015, which includes the following: a_ statement on the financial condition, b_statement on total revenue, c_ statement on changes in equity, d_statement on cash flow, e_additional information and explanations.

14. Adoption of the resolution on the distribution of profit earned in 2015.

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 2015.

16. Adoption of the resolution concerning acknowledgement of the fulfilment the Management Board Member’s duties by Artur Piekarczyk in the year 2015.

17. Adoption of the resolution concerning acknowledgement of the fulfilment the Management Board Member’s duties by Maciej Posadzy in the year 2015.

18. Adoption of the resolution concerning acknowledgement of the fulfilment the Management Board Member’s duties by Anna Słobodzian-Puła in the year 2015.

17. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Chairman’s duties by Krzysztof Wieczorkowski in the year 2015.

20. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Member’s duties by Grzegorz Dzik in the year 2015.

21. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Member’s duties by Andrzej Kusz in the year 2015.

22. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Member’s duties by Piotr Nowjalis in the year 2015.

23. Adoption of the resolution concerning acknowledgement of the fulfilment of the Supervisory Board Member’s duties by Maciej Matusiak in the year 2015.

24. Declaration of the end of term of the following Supervisory Board Members of TIM SA: Andrzej Kusz i Maciej Matusiak.

25. Adoption of the resolution concerning the term length of the elected Members of the Supervisory Board of TIM SA.

26. Adoption of the resolutions concerning the selection and appointment of Members of the Supervisory Board of TIM SA

27. Adoption of the resolution concerning the remuneration for the Chairman and the other members of the Supervisory Board of TIM SA.

28. Adoption of the resolution concerning the revision of the Company’s Articles of Association by repealing the existing provisions of the Company’s Articles of Association and replacing them with new provisions.

29. Adoption of the resolution concerning the Regulations of the Annual General Meeting of Shareholders.

30. Adjourning of the General Meeting of Shareholders.

In addition to this statement, the Management Board, pursuant to Section § 38 (1) (1),(2) and (3) of the Regulation of the Minister of Finance dated 19 February 2009 on Current and Periodic Information Provided by Emmitents of Securities and the Terms and Conditions for the Recognition as Equivalent of the Information Required by the Laws of a Non-Member State (consolidated, Journal of Laws Dz.U. of 28 February 2009, No. 33, item 259_, submits the following:

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

2. A draft of the revised Articles of Association of TIM SA, consolidated.

3. A draft of the revised Articles of Association of TIM including changes presented in the following mode: “track changes”.

4. A draft of the revised Regulations of the General Meeting of TIM SA.

5. Draft resolutions.

6. A template power of attorney and the form for the exercise of voting right by a proxy.

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”, has issued a positive opinion concerning the matters to be discussed by the Annual General Meeting of TIM S.A., which will be held on 21-06-2016, refraining only from the opinion concerning acknowledgement of the fulfilment of the Supervisory Board Member’s 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: timsa.pl in the following tab: Spółka/Walne Zgromadzenie Akcjonariuszy <Company/ Annual General Meeting of Shareholders>.

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.

ATTACHMENTS

Notice on the AGM of TIM SA prepared pursuant to Article 402(2) of the Commercial Companies Code [PDF, Polish only]

A draft of the revised Articles of Association of TIM SA, consolidated [PDF, Polish only]

A draft of the revised Articles of Association of TIM SA including changes presented in the following mode: “track changes” [PDF, Polish only]

A draft of the revised Regulations of the Annual General Meeting of TIM SA [PDF, Polish only]

Draft resolutions [PDF, Polish only]

A template power of attorney and the form for the exercise of voting right by a proxy [PDF, Polish only]