TIM PARTICIPAÇÕES S.A.
CNPJ/MF 02.558.115/0001 -21
CALL NOTICE – ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING
The Shareholders of TIM Participações S.A. ("Company") are called upon, as set forth in the Section No. 124 of the Brazilian Law No. 6,404/1976, to attend to the Company's Annual and Extraordinary Shareholders' Meeting to be held on April 27th, 2010, at 11:00 am, at the Company's head office, located at Avenida das Américas, No. 3,434, 1st Block, Barra da Tijuca, in the City and State of Rio de Janeiro, in order to resolve on the following Agenda:
On Annual Shareholders` Meeting: (1) To resolve on the management's report and the financial statements of the Company, dated as of December 31st, 2009; (2) To resolve on the proposal for the allocation of the results related to the fiscal year 2009 and distribution of dividends by the Company; (3) To ratify the appointment by cooptation of the effective members, as well as the Chairman of the Company's Board of Directors, resolved at the Board of Directors' Meeting held on March 24th, 2010, so as to complement the current term of office, pursuant to the provided for in the Section 150 of the Brazilian Law No. 6,404/1976 and the sole paragraph of the Section 28 of the Company's By-Laws; (4) To resolve on the proposed compensation to the Company's managers for the fiscal year 2010; and (5) To appoint the effective 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) Amendment to the item XX of the Section 25 and to the Section 31 of the Company's By-Laws and its respective consolidation.
1. All the documents and information pertinent to the matters to be analyzed and resolved on at the Shareholders' Meeting are at the shareholders' disposal at the Company's head office, as well as in the websites www.tim.com.br/ri, www.cvm.gov.brand www.bmfbovespa.com.br.
2. The shareholders or their qualified representatives shall observe, for participation in the Shareholders' Meeting called upon herein, the provisions set forth in the Section No. 126 of the Brazilian Law No. 6,404/1976 and the sole paragraph of the Section 15 of the Company's By-Laws. Pursuant to the provision of the 2nd paragraph of the Section 10th of the Company's By-Laws, the holders of preferred shares shall vote on all the matters subject to resolution listed on the agenda of the Shareholders' Meeting called upon herein. Accordingly, the shareholders to be represented at the Shareholders' Meeting shall deposit at the Company's head office the respective documentation which support such shareholders' representation, including the power of attorney and/or articles of incorporation and corporate acts related to the appointment, as the case may be, and the representative's identification document, in up to 02 (two) business days prior to the Shareholders' Meeting. Within the same term, the holders of book entry shares or shares held in custody shall deposit copies of the identity card and the respective share statement issued at least 05 (five) business days prior to the Shareholders' Meeting. The documentation mentioned herein shall be forwarded to the following address: TIM Participações S.A., Investor Relations Department, Mr. Claudio Zezza, Avenida das Américas, No. 3,434, 1st Block, 6th floor, Zip Code: 22.640 -102, Barra da Tijuca, in the City and State of Rio de Janeiro.
Rio de Janeiro (RJ), March 25th, 2010
Manoel Horácio Francisco da Silva
Chairman of the Board of Directors