Transfer of an organized part of the undertaking TM SA to a subsidiary – 3LP SA

Date

2016-07-01

Current report no.

34/2016

The Management Board of TIM S.A. (hereinafter referred to as the Issuer) would like to inform that due to the performance of the resoluton of the Extraordinary General Meeting of TIM SA no. 5/28.01.2016 dated 28 January 2016 concerning the approval to sell an organized part of the undertaking in form of a Logistics Department, the Company informed about in the regulatory announcement no. 2/2016 dated 28 January 2016, on 30 June 2016, the Issuer concluded an agreement with 3LP SA, with its seat in Siechnice, in which TIM SA is the sole shareholder. The agreement concerns the transfer of an organized part of the undertaking in form of a unit defined as Logistics Department being a part of the undertaking run by TIM SA with its seat in Wrocław in favor of the subsidiary of the Issuer – 3LP SA.

Pursuant to Resolution no. 2 of the Extraordinary General Meeting of 3LP SA dated 30 June 2016, the share capital of 3LP SA was raised from PLN 100,000.00 (in words: one hundred thousand zlotys) to PLN 35,100,000.00 (in words: thirty-five million one hundred thousand zlotys), i.e. by the amount of PLN 35,000,000.00 (in words: thirty-five million zlotys) by issuing 35,000,000 (in words: thirty-five million) new series B registered shares with numbers from B 00000001 to B 35000000, with a nominal value of PLN 1.00 (one Polish zloty) each. The newly issued shares of 3LP SA, which have been referred to above, have been acquired pursuant to the agreement concluded on 30.06.2016 by TIM SA and 3LP SA by private subscription by the sole shareholder of 3LP SA, i.e. the company TIM SA, in return for a non-cash contribution worth PLN 35,000,000 (in words: thirty-five million zlotys) in form of a unit described as Logistics Department constituting an organized part of the undertaking within the meaning of art. 4a point 4 of the act on corporate income tax, as well as art. 2 point 27e od the act on value added tax, being a part of the undertaking run as TIM SA, having properties of an independent undertaking within the meaning of art. 55.1. of the Civil Code, which consists of a set of tangible and intangible assets that have been organizationally and financially separated within an existing undertaking and that have been intended for logistics activities (including i.a. collection of goods to the warehouse, verification of data concerning goods, preparation of shipments on the basis of customers’ orders input into the information system, packaging of groups of goods, order picking, organization of shipment via package delivery companies), in particular:
1. Ownership of any movable property functionally and organizationally related to the unit of Logistics Department, including i.a.:
– fixed assets, including computer equipment,
– stock of spare parts and packaging
2. Right to intangible and legal assets other than the trademark, which are functionally and organizationally related to activities of the unit of Logistics Department,
3. Financial receivables (receivables and claims) functionally related to activities of the unit of Logistics Department,
4. Receivables, cash funds from the bank account no. 94 1030 1289 0000 0000 9272 3003, cash equivalents assigned to the Logistics Department that are functionally, organizationally, and financially related to activities of the unit of Logistics Department in the amount of PLN 2,010,320.57 (in words: two million ten thousand three hundred and twenty zlotys 57/100),
5. Rights and receivables arising from any agreements that are functionally, organizationally, and financially related to the unit of Logistics Department within the scope they remain in relation to that unit, listed, in particular, in attachment no. 4 to this Agreement,
6. Documentation of financial settlements related to the functioning of the unit of Logistics Department.
The value of the non-cash contribution was verified by a statutory auditor, Mr. Marek Dobek, appointed pursuant to the decision of the District Court of Wrocław – Fabryczna, the 9th Commercial Division of the National Court Register, dated 10 June 2016.
The company 3LP SA intends to continue the method of using the purchased assets.
The agreement for the transfer of an organized part of the undertaking has been declared an agreement of sales of assets of significant value, since the value of the sold assets exceeds 10 % of Issuer’s equity.

2016-07-01, Artur Piekarczyk – Member of the Board
2016-07-01, Anna Slobodzian-Pula – Member of the Board