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Tim S.A. Major Shareholding Notification 2024

Jan 31, 2024

5839_rns_2024-01-31_50e720c7-00c5-4f1d-a4f7-bc6272824976.pdf

Major Shareholding Notification

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Würth Elektrogroßhandel GmbH & Co. KG

represented by: Filip Krężel, Attorney-in-fact rondo ONZ 1, p. 21 00-124 Warsaw

TIM S.A. ul. Jaworska 13 53-612 Wrocław

Under Article 69a(1)(3) of the Act on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organised Trading and on Public Companies of 29 July 2005 (the "Offerings Act"), acting as an attorney-in-fact of Würth Elektrogroßhandel GmbH & Co. KG with its registered office in Künzelsau, Germany, ("Würth"), based on the attached power of attorney, I hereby notify TIM S.A. of a change in the previously held share in the total number of votes at the General Meeting of TIM S.A. with its registered office in Wrocław (hereinafter "TIM" or the "Company").

1. Date and type of event giving rise to the change in the share covered by the notification.

On 31 January 2024, Würth - as a dominant entity of FEGA & Schmitt Elektrogroßhandel GmbH a company incorporated and existing under German law, with its registered office in Ansbach (address: Rettistr. 5, 91522 Ansbach, Germany) registered with the local court of Ansbach under No. HRB 464 ("FEGA") - acquired indirectly 21 373 973 (twenty-one million three hundred seventy-three thousand nine hundred seventy-three) ordinary bearer shares in TIM S.A. with its registered office in Wrocław ("TIM"), assigned ISIN code PLTIM0000016 by the Central Securities Depository of Poland ("KDPW"), carrying 21 373 973 (twenty-one million three hundred seventy-three thousand nine hundred seventy-three) votes at the General Meeting of TIM, representing 96.28% of TIM's share capital and 96.28% of the total number of votes at the General Meeting of TIM.

The indirect acquisition of the shares took place as a result of an acquisition of shares in TIM by FEGA in a tender offer announced pursuant to Article 72a(1) of the Offerings Act, settled through the KDPW depository and settlement system on 31 January 2024.

2. Number of shares held prior to the change in share and their percentage of the Company's share capital and the number of votes carried by these shares and their percentage of the total number of votes.

Würth did not hold any shares in TIM prior to the said acquisition of shares in TIM.

3. Number of shares currently held and their percentage of the Company's share capital and the number of votes carried by these shares and their percentage of the total number of votes.

Currently, following the said transaction, Würth holds indirectly a total of 21 373 973 (twenty-one million three hundred seventy-three thousand nine hundred seventy-three) shares in TIM, carrying 21 373 973 (twenty-one million three hundred seventy-three thousand nine hundred seventy-three) votes at the General Meeting of TIM, representing 96.28% of TIM's share capital and 96.28% of the total number of votes at the General Meeting of TIM, which are dematerialised ordinary bearer shares in TIM, assigned ISIN code PLTIM0000016 by KDPW.

4. Subsidiaries of the shareholder making the notification, holding shares in the Company.

Würth holds 100% of the total number of votes at the General Meeting of FEGA, which holds directly 21 373 973 (twenty-one million three hundred seventy-three thousand nine hundred seventy-three) ordinary bearer shares in TIM, representing 96.28% of TIM's share capital and 96.28% of the total number of votes at the General Meeting of TIM.

The Company, which holds 228,755 (two hundred and twenty-eight thousand seven hundred and fifty-five) treasury shares, representing a total of 1.03% of TIM's share capital and 1.03% of the total number of votes at the General Meeting (while the Company may not exercise voting rights from these shares at the General Meeting) is a subsidiary to Würth, following the said transaction.

5. Persons referred to in Article 87(1)(3)(c) of the Offerings Act

There are no third parties referred to in Article 87(1)(3)(c) of the Offerings Act, i.e. which are authorised under an agreement with Würth to exercise voting rights attached to shares in TIM.

6. Number of votes carried by the shares, calculated in the manner set out in Article 69b(2) that can be acquired by the entitled or obliged party as the holder of the financial instruments referred to in Article 69b(1)(1) and the financial instruments referred to in Article 69b(1)(2) that are not exercised exclusively through a cash settlement, the type or name of those financial instruments, the date on which they expire and the date on or time limit by which the acquisition of the shares will or may be effected.

Würth does not have any votes attached to any shares which it is entitled or obliged to acquire as a holder of financial instruments referred to in Article 69b(1)(1) of the Offerings Act, and any financial instruments referred to in Article 69b(1)(2) of the Offerings Act, which are not exercised exclusively through a cash settlement.

7. Number of votes carried by shares, calculated as set out in Article 69b(3), to which the financial instruments referred to in Article 69b(1)(2) relate directly or indirectly, the type or name of these financial instruments and the expiry date of these financial instruments.

Würth does not have any votes attached to any shares to which the financial instruments referred to in Article 69b(1)(2) of the Offerings Act relate directly or indirectly.

8. The total number of votes as indicated pursuant to Articles 69(4)(3), 69(4)(7), and 69(4)(8) of the Offerings Act and its percentage share in the general number of votes.

Such information required under Article 69(4)(9) of the Offerings Act has already been indicated in points 3, 6 and 7 above.

9. LEI code of the issuer of the shares to which the notification relates.

TIM's LEI code is: 259400D61QDOUKNW8L19.

Filip Krężel – Attorney-in-fact

___________________________

Signed by / Podpisano przez: Filip Bartłomiej Krężel Date / Data: 2024-01-31 19:26

Attachments:

    1. Excerpts from the German commercial register with certified translations;
    1. Power of attorney.