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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 27, 2010


 
DATE, TIME AND PLACE: On April 27, 2010, at 11:00 a.m., at the headquarters of TIM Participações S.A. ("Company"), located at Avenida das Américas, No. 3,434, 1st Block, Barra da Tijuca, in the City and State of Rio de Janeiro.

ATTENDANCE: Shareholders representing over seventy-one (71%) 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 Company's Board of Auditors/Audit Committee, Mr. Saulo L. Bonizzatto, representative of Accenture do Brasil Ltda., and Mr. Claudio Camargo, representative of the Company's independent auditors, Ernst & Young Auditores Independentes S.S. ("Ernst & Young").

BOARD: Chairman – Mr. Robson Goulart Barreto; Secretary – Mrs. Alessandra Catanante.

CONVENING AND PUBLICATIONS: (1) Call Notice published on March 26, 29 and 30, 2010, on pages 56, 173 and 127 of the Official Gazette of the State of Rio de Janeiro, C-11, D-3 and B-15 of the Valor Econômico and A-19, A-29 and A-15 of the Jornal do Commercio, respectively; (2) The notice provided for in Section 133 of the Brazilian Law No. 6,404/1976 was published on March 26, 29 and 30, 2010, on pages 54, 173 and 128 of the Official Gazette of the State of Rio de Janeiro, C-7, D-3 and B-15 of the Valor Econômico and A-19, A-29 and A-15 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, 2009 were published on March 03, 2010, on pages 23 to 36 of the Official Gazette of the State of Rio de Janeiro, A-25 to A-31 of the Valor Econômico and A-13 to A-23 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 the Section 130, paragraph 1, of the Brazilian Law No. 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 No. 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 No. 6,404/1976.

AGENDA: On Annual Shareholders` Meeting: (1) To resolve on the management's report and the financial statements of the Company, dated as of December 31, 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 24, 2010, so as to complement the current term of office, pursuant to the provided for in Section 150 of the Brazilian Law No. 6,404/1976 and the sole paragraph of 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 item XX of Section 25 and to Section 31 of the Company's By-Laws and its respective consolidation.


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