TIM PARTICIPAÇÕES S.A.
CNPJ/MF 02.558.115/0001 -21
MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON OCTOBER 30TH, 2009
DATE, TIME AND PLACE: On October 30th, 2009, at 08:00 am, in the Meeting Hall of the Board of Directors, located at Avenida das Américas, No. 3.434, 1st Block, 6th floor, Barra da Tijuca, in the City and State of Rio de Janeiro.
ATTENDANCE: The Board of Directors of TIM Participações S.A. ("Company") was gathered at the date, time and place above mentioned, in the presence of Messrs. Mario Cesar Pereira de Araujo, Gabriele Galateri di Genola, Luca Luciani, Carmelo Furci, Maílson Ferreira da Nóbrega, Manoel Horácio Francisco da Silva and Andrea Sandro Calabi, members of the Company's Board of Directors. Pursuant to the provided for in the Section 29, paragraph 2nd of the Company's By-Laws, Mr. Stefano de Angelis attended the meeting by means of conference call and Mr. Oscar Cicchetti forwarded to the Chairman of the Board its Voting Statement, which shall be duly filed in the Company's headquarters. Also attended the meeting Messrs. Miguel Roberto Gherrize, Chairman of the Statutory Audit Committee, Claudio Zezza, Chief Financial and Investor Relations Officer, Mario Girasole, Chief Regulatory Officer, and Alessandra Catanante, General Secretary of the Board of Directors, as well as the representative of the independent auditors of the Company, Ernst & Young Auditores Independentes S.S. ("Ernst & Young").
BOARD: Mr. Mario Cesar Pereira de Araujo – Chairman; and Mrs. Alessandra Catanante – General Secretary.
AGENDA: (1) Resolve on the quarterly information ("ITR") of the Company dated as of September 30th, 2009; (2) Resolve on the corporate restructuring of the controlled companies TIM Celular S.A. and TIM Nordeste S.A. ("Controlled Companies"); (3) Resolve on the execution of the SEC Form F-6; (4) Resolve on the new "Regulation for observance of the ANATEL Acts No. 68.276, dated as of October 31st, 2007 and No. 3.804, dated as of July 7th, 2009"; and (5) Other matters related to the items of the agenda or even of general interest to the Company.
RESOLUTIONS: Upon review and discussion of the matters included in the Agenda and the related material, which shall be duly filed in the Company's headquarters, the Board Members resolved to, by unanimous vote: (1) Approve, based on the information rendered by the Company, the Statutory Audit Committee and the independent auditors, the quarterly information ("ITR") of the Company dated as of September 30th, 2009, which was subject to a limited revision by the independent auditors, Ernst & Young; (2) Approve the proposal of corporate restructuring of the Controlled Companies, regarding the merger of TIM Nordeste S.A. into TIM Celular S.A., which shall be submitted to approval in the respective Shareholders' Meetings, pursuant to the provided for in the Section 223 and followings of the Law No. 6.404, dated as of December 15th, 1976, being the Officers of the Company and the Controlled Companies authorized to take all the measures deemed necessary to turn effective the resolution approved herein, specially in relation to the approval of the referred restructuring in the Shareholders' Meetings of the Controlled Companies, and including those before the competent public bodies; (3) Approve the execution of the SEC Form F-6, as presented to this Board, as well as its filing in the Securities and Exchange Commission – SEC; (4) Approve the "Regulation for observance of the ANATEL Acts No. 68.276, dated as of October 31st, 2007 and No. 3.804, dated as of July 7th, 2009", in order to fully comply with the provisions stated in the referred Acts, as long as they concern this Board and the Company, recommending to the Chief Executive Officer the adoption of the proper measures to turn effective, immediately, the referred Regulation, which shall be duly filed in the Company's headquarters. The Chairman of the Board informed that such resolution shall be timely forwarded to ANATEL and for knowledge to Telecom Italia S.p.A.; and (5) No other matter was resolved by the Board Members.
CLOSING: With no further issues to discuss, the meeting was adjourned and these minutes drafted as summary, read, approved and signed by all the Board Members. Directors: Messrs. Mario Cesar Pereira de Araujo, Gabriele Galateri di Genola, Luca Luciani, Carmelo Furci, Oscar Cicchetti, Stefano de Angelis, Maílson Ferreira da Nóbrega, Manoel Horácio Francisco da Silva and Andrea Sandro Calabi.
I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective book.
Rio de Janeiro (RJ), October 30th, 2009.