DATE, TIME AND PLACE:
December 30, 2009, at 09.00 a.m., at the headquarter of TIM Participações S.A. ("Company"), located at Avenida das Américas No. 3434, Bloco 1, Barra da Tijuca, in the city and State of Rio de Janeiro.
Shareholders representing more than 88% (eighty eight percent) of the voting capital stock, as verified from the signatures entered in the Register of Shareholders' Attendance. Also present, Messrs. Luiz Mariano de Campos, member of the Audit Committee and Audit Council, Claudio Zezza, Chief Financial Officer and Officer for Investor Relations; Antonino Ruggiero, Chief Wholesale Officer; Gelson Amaro, representative of ACAL Consultoria e Auditoria S.S., Flavio Cortez Gori, representative of Ernst & Young Auditores Independentes S.S., independent auditors of the Company, Hans Lin, representative of Banco Merrill Lynch de Investimentos S.A.; José Luiz de Souza Gurgel, representative of BDO Trevisan Auditores Independentes, independent auditors of Holdco Participações Ltda., and also Mr. Leo Julian Simpson, legal representative of that same company and its sole quotaholder, JVCO Participações Ltda.
Chairman – Mr. Robson Goulart Barreto; Secretary – Ms. Alessandra Catanante.
Call notice published in the Official Gazette of the State of Rio de Janeiro, Valor Econômico and Jornal do Comércio on December 15, 16 and 17 2009.
READING OF DOCUMENTS, RECEIPT OF VOTES AND DRAFTING OF MINUTES: (1)
Reading of the documents related to the matters to be decided on in this General Meeting was unanimously waved, as these are fully known to the shareholders and have been duly disclosed to the shareholders, including by means of information posted on the Company's webpage in the Investor Relations section. (2)
The declarations of votes, protests and any dissidences that may be presented will be numbered, received and authenticated by the Committee and will remain on file at the Company's headquarters, pursuant to Art. 130, 1st Paragraph, of Law No. 6,404/76. (3)
Authorization was given to draft these minutes in summary form and their publication with omission of the signatures of all the shareholders, pursuant to Art. 130, 1st and 2nd Paragraphs, of Law No. 6,404/76, respectively.
to examine, discuss and approve the Protocol and Justification of Merger (Protocolo e Justificação de Incorporação) of Holdco Participações Ltda. ("Holdco")
by the Company (the "Merger"
approve and ratify the appointment of the specialized company responsible for the valuation report of Holdco's net equity, and also the financial institution responsible for the economic valuation report; (3)
analyze and approve the valuation report on Holdco prepared for purposes of the Merger, and also the economic valuation report and applicable exchange ratio; (4)
approve the Merger of Holdco by the Company in the terms of the Protocol and Justification of Merger (Protocolo e Justificação de Incorporação), also authorizing the Company management to perform each and any supplementary act necessary for completion of the Merger; (5)
approve the increase of the Company's capital stock due to the Merger of Holdco, including the issuance of new common and preferred shares to JVCO Participações Ltda. ("JVCO")
and, in consequence, approve the amendment of article 5 of the Company's Bylaws; and (6)
ratify the appointment by cooptation of Mr. Marco Patuano as member of the Board of Directors of the Company so as to complement the current mandate, pursuant to article 150 of Law No. 6,404/1976 and art. 28, sole paragraph, of the Company's Bylaws, as per the approval given in a meeting of the Board of Directors held on November 27 2009.
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