Transfer of an organized part of the enterprise – Property Management Department – to 3LP SA

Date

2016-12-02

Current report no.

52/2016

Management Board of TIM S.A. _hereinafter: Issuer_ informs that in connection with the implementation of the resolution of the Extraordinary General Meeting of TIM SA No. 6/28.01.2016 of 28 January 2016 on the consent to the disposal of an organized part of the enterprise in the form of Property Management Department, of which the Company informed in current report No. 2/2016 of 28 January 2016, on 1 December 2016 the Issuer concluded with the company 3LP SA with its registered office in Siechnice, whose sole shareholder is TIM SA, an agreement on the transfer of an organized part of the enterprise in the form of a unit identified as Property Management Department, constituting a part of the enterprise run under the name TIM SA with its registered office in Wrocław, to the Issuer’s subsidiary – 3LP SA.
Pursuant to Resolution No. 2 of the Extraordinary General Meeting of 3LP Spółka Akcyjna of 1 December 2016, share capital of 3LP SA was increased from the amount of PLN 35 100 000.00 _in words: thirty-five million one hundred thousand zlotys_ to the amount of PL 59 100 000.00 _in words: fifty-nine million one hundred thousand zlotys_, i.e. by the amount of PLN 24 000 000.00 _in words: twenty-four million zlotys_ by issuing 24 000 000 _ in words: twenty-four million_ new series C registered shares with the numbers from C 00000001 to the number C 24000000, with the nominal value of PLN 1.00 _one zloty_ each _”Series C Shares”_. The issue price of the Series C Shares is PLN 1.00 _in words: one zloty_ per share. All Series C Shares have been acquired by the company’s sole shareholder, i.e. TIM Spółka Akcyjna with its registered office in Wrocław, as private subscription and were fully covered with an in kind contribution with the value of PLN 24 000 000.00 _in words: twenty-four million zlotys_, indicated in the report of the Management Board of the company 3LP SA drawn up on 10.10.2016 in the form of a unit referred to as Property Management Department and the certified auditor’s opinion in the person of Marek Dobka, entered in the list of certified auditors under the number: 10294, appointed in accordance with the decision of the District Court for Wrocław-Fabryczna IX Commercial Division of the National Court Register of 26 October 2016, case No. WR.IX.Ns.-Rej.KRS 26189/16/737, constituting an organized part of the enterprise within the meaning of Art. 4a, point 4 of the Corporate Income Tax Act, as also Art. 2, point 27e of the Act on Tax on Goods and Services, being a part of the enterprise run under the name TIM Spółka Akcyjna with its registered office in Wrocław, having the features of an independent company within the meaning of Art. 55_1_ of the Civil Code, which consists of a complex of material and non-material components, organizationally and financially separated from the existing enterprise, whose purpose is to perform activities consisting in management and administration of real property _ primarily including day-to-day handling of the lease of the usable surface area to third parties, ensuring the supply of the media, acquisition of new tenants, carrying out possible real property sale processes, management of investments carried out on real properties_ in particular:
1_Ownership right to the property and perpetual usufruct right to the property along with ownership of buildings and other facilities situated on the land, namely:
1.Perpetual usufruct right to land property located in Siechnice at ul. Eugeniusza Kwiatkowskiego 24 with the total area of 2.6579 ha, constituting a cadastral plot with the number 544/74 included in the Land and Mortgage Register kept by the District Court in Oława, IV Land and Mortgage Registry Division with the number WR1O/00061572/9, along with the ownership right to an office building situated on the land, constituting a separate real property, and the ownership right to other facilities situated on the land; 2.Perpetual usufruct right to land property located in Wrocław at ul. Stargardzka with the total area of

2.1484 ha, constituting cadastral plots with the numbers 4/121, 4/138, 4/139, 4/140, 4/141, included in the Land and Mortgage Register kept by the District Court for Wrocław-Krzyki in Wrocław, IV Land and Mortgage Registry Division with the number WR1K/00095155/3, along with the ownership right to buildings situated on the land, constituting a separate real property, and the ownership right to other facilities situated on the land;

3.Perpetual usufruct right to real property located in Siechnice with the total area of 0.8359 ha constituting cadastral plots with numbers: 4.Perpetual usufruct right to land property located in Siechnice with the total area of 6.3657 ha constituting cadastral plots with numbers: 544/58, 544/54, 544/55, 544/59, 544/83, 544/85, included in the Land and Mortgage Register kept by the District Court in Oława, IV Land and Mortgage Registry Division with the number WR1O/00062692/3, along with the ownership right to industrial building situated on the land, constituting a separate real property, and the ownership right to facilities situated on the land.
2_Ownership of any movable property constituting:
– fixed assets,

– as also any other movable property functionally and organizationally related to the unit of Property Management Department,

3_Intangible assets _e.g. know-how, including in particular the Department’s customer data base, etc._,

4_Cash receivables _receivables and claims_ functionally related to the activities of the unit of Property Management Department,

5_Receivables and cash from bank account number 28103012890000000092824004 and in hand, functionally, organizationally and financially related to the activities of the unit of Property Management Department in the amount of PLN 7 293.52 _in words: seven thousand two hundred ninety-three thousand 52/100 _,

6_Rights and receivables under any agreements functionally, organizationally and financially related to the unit of Property Management Department to the extent they remain related to this unit,

7_Dokumentation of financial settlements related to the functioning of the unit of Property Management  Department.

The company 3LP SA intends to continue its previous manner of use of the acquired assets.

On 28.01.2016 the Extraordinary General Meeting of TIM SA agreed to sell organized parts of the company – Logistics Department and Property Management Department to 3LP SA. An organized part of the enterprise – the Logistics Department was transferred to 3LP SA on 30.06.2016. The information on the above was announced to the public by TIM SA on 01.07.2016 – current report No. 34/2016.

Management Board of TIM SA notes that it decided that the above information is confidential within the meaning of the definition contained in Art. 7 MAR due to the importance of the above agreement to financial results of TIM SA and the TIM Group.

2016-12-02, Artur Piekarczyk – Member of the Board
2016-12-02, Anna Slobodzian-Pula – Member of the Board