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TIM PARTICIPAÇÕES S.A.
Publicly-Held Company
CNPJ/MF 02.558.115/0001-21
NIRE 33.300.276.963

MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON APRIL 11, 2011


 
DATE, TIME AND PLACE: On April 11, 2011, at 11:00 a.m., at the headquarters of TIM Participações S.A. ("Company"), located at Avenida das Américas, Nr. 3,434, 1st Block, Barra da Tijuca, in the City and State of Rio de Janeiro.

ATTENDANCE: Shareholders representing over seventy-one (71) percent of the voting capital stock, pursuant to the signatures on the Shareholders' Attendance Book. Also attended the meeting Messrs. Luca Luciani, Chief Executive Officer, Alberto Emmanuel Carvalho Whitaker, Chairman of the Board of Auditors/Audit Committee, Saulo L. Bonizzatto, representative of Accenture do Brasil Ltda., and Sergio Zamora, representative of the Company's independent auditors, PricewaterhouseCoopers ("PwC").

BOARD: Chairman – Mr. Luca Luciani; Secretary – Mrs. Alessandra Catanante.

CONVENING AND PUBLICATIONS: (1) Call Notice published on March 10, 11 and 14, 2011, on pages 33, 14 and 14 of the Official Gazette of the State of Rio de Janeiro, D9, A15 and B13 of the Valor Econômico and A-3, A-5 and A-3 of the Jornal do Commercio, respectively; (2) The notice provided for in Section 133 of the Brazilian Law 6,404/1976 was published on March 10, 11 and 14, 2011, on pages 33, 14 and 14 of the Official Gazette of the State of Rio de Janeiro, C6, A5 and B13 of the Valor Econômico and A-3, A-5 and A-3 of the Jornal do Commercio, respectively; and (3) The management's report, the financial statements, the Board of Auditors/Audit Committee's opinion and the independent auditors' opinion related to the fiscal year ended on December 31, 2010 were published on March 10, 2011, on pages 17 to 33 of the Official Gazette of the State of Rio de Janeiro, A7 to A14 of the Valor Econômico and A-15 to A-27 of the Jornal do Commercio.

READING OF DOCUMENTS, RECEIPT OF VOTES AND DRAWING OF MINUTES: (1) Reading of documents related to the agenda to be discussed in this Shareholders' Meeting was dismissed, since the shareholders are fully aware of the contents thereof; (2) Voting statements, protests and dissidences by any chance presented shall be received, numbered and certified by the Board, and shall be filed at the Company's headquarters, pursuant to the provided for in Section 130, paragraph 1, of the Brazilian Law 6,404/1976; (3) It was authorized the drawing up of these minutes as a summary and publication thereof without the signatures of all shareholders, as provided for in Section 130, paragraphs 1 and 2, of the Brazilian Law 6,404/1976, respectively; and (4) The minutes of this Annual and Extraordinary Shareholders' Meeting shall be drawn up as a single document, pursuant to the provided for in Section 131, sole paragraph, of the Brazilian Law 6,404/1976.

AGENDA: On Annual Shareholders` Meeting: (1) To resolve on the management's report and the individual and consolidated financial statements of the Company on IFRS basis, dated as of December 31, 2010; (2) To resolve on the proposal for the allocation of the results related to the fiscal year 2010 and distribution of dividends by the Company; (3) To resolve on the proposed Company's capital budget; (4) To resolve on the proposed compensation to the Company's managers during the year 2011; (5) To appoint the regular and the alternate members of the Company`s Board of Directors, as well as its Chairman; and (6) To appoint the regular and alternate members of the Company's Board of Auditors and to resolve on the proposed compensation to those members. On Extraordinary Shareholders` Meeting: to resolve on the following proposals: (1) Extension of the period of the Cooperation and Support Agreement, to be entered into by and between Telecom Italia S.p.A. and TIM Celular S.A., with the Company as intervener; and (2) Company`s capital increase, related to the tax benefit accrued by TIM Celular S.A. during 2010, with the issuance of new shares, which results from the amortization of the goodwill accounted by the subsidiaries in the year 2000, and the resulting amendment to the Section 5th of the Company`s By-Laws.


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