DATE, TIME AND PLACE:
On April 2nd, 2009, at 11:00 a.m., at the headquarters of TIM Participações S.A. ("Company"), located at Avenida das Américas, No. 3434, 1st block, Barra da Tijuca, in the City and State of Rio de Janeiro.
Shareholders representing over 89% (eighty-nine per cent) of the voting capital, pursuant to the signatures on the Shareholders' Attendance Book. Also attended the meeting Mr. Claudio Zezza, Chief Financial and Investor Relations Officer of the Company, Mr. Miguel Roberto Gherrize, Chairman of the Statutory Audit Committee of the Company, Mr. Saulo L. Bonizzatto, representative of Accenture do Brasil, and the representative of the Company's independent auditors, Directa Auditores.
Chairman – Mr. Robson Goulart Barreto; Secretary – Mrs. Alessandra Catanante.
CONVENING / PUBLICATION: (1)
Call Notice published at the Official Gazette of the State of Rio de Janeiro, at Valor Econômico and at Jornal do Commercio, on March 2nd, 3rd and 4th, 2009; (2)
The notice provided for by the Section 133 of the Brazilian Law No. 6.404/1976 was published at the Official Gazette of the State of Rio de Janeiro, at Valor Econômico and at Jornal do Commercio, on February 27th, 2009 and on March 2nd and 3rd, 2009; (3)
The management's report, the financial statements and the independent auditors' report related to the fiscal year ended on December 31st, 2008 were published at the Official Gazette of the State of Rio de Janeiro, at Valor Econômico and at Jornal do Commercio on March 11th, 2009.
READING OF DOCUMENTS, RECEIPT OF VOTES AND DRAWING OF MINUTES: (1)
The reading of the 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)
The voting statements, protests and dissidences by any chance presented shall be numbered, received and certified by the Board, and shall be filed at the Company's head office, pursuant to the provided for by the Section 130, paragraph 1st, of the Brazilian Law No. 6.404/1976; (3)
It was authorized to draw up the minutes as a summary and the publication thereof without the signatures of all shareholders, as provided for by the Section 130, paragraphs 1st and 2nd, of the Brazilian Law No. 6.404/1976, respectively; (4)
The minutes of this Annual and Extraordinary Shareholders' Meeting shall be drawn up as a single document, pursuant to the provided for by the Section 131, sole paragraph, of the Brazilian Law No. 6.404/1976.
On Extraordinary Shareholders` Meeting: to resolve on the following proposals: (1)
Extension period of the Cooperation and Support Agreement, entered into among Telecom Italia S.p.A., TIM Celular S.A. and TIM Nordeste S.A., with the Company as intervener; (2)
Company's capital increase, related to the tax benefit accrued by TIM Nordeste S.A.(the "Subsidiary") during the year 2008, with the issuance of new shares, which derives from the amortization of the goodwill accounted by the subsidiary in the year 2000, and the resulting amendment to the Section 5h of the Company's By-Laws; (3)
Increase of the maximum number of members of the Company's Board of Directors, and resulting amendment to the Section 26 of the Company's By-Laws; (4)
Extinction of the position designated as Chief Business Officer, and resulting amendment to the Section 31t of the Company's By-Laws; and (5)
Consolidation of the Company's By-Laws. On Annual Shareholders' Meeting: (1)
To resolve on the management's report and the financial statements of the Company, dated as of December 31st, 2008; (2)
To resolve on the proposal for the allocation of the results related to 2008 fiscal year and distribution of dividends by the Company; (3)
To appoint the members and the alternate members of the Company's Board of Directors; (4)
To resolve on the proposed compensation of the management of the Company for the year 2009; and (5)
To appoint the members and the alternate members of the Company's Statutory Audit Committee and to resolve upon the proposed compensation of those members.
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