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TIM - Relações com Investidores

TIM PARTICIPAÇÕES S.A.
Publicly Held Company
CNPJ/MF 02.558.115/0001-21
NIRE 33.300.276.963

MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD MAY 5TH, 2008


 
DATE, TIME AND PLACE: May 5th, 2008, at 3:30pm, in the City and State of Rio de Janeiro.

ATTENDANCE: Messrs. Mario Cesar Pereira de Araujo e Francesco Saverio Locati. Messrs. Giorgio della Seta Ferrari Corbelli Greco, Stefano Ciurli, Isaac Selim Sutton, Maílson Ferreira da Nóbrega e Josino de Almeida Fonseca attended the meeting by means of conference call as provided for in section 29, paragraph second, of the By-laws, representing all members of Board of Directors' of the Company. Also attended the meeting Mrs. Lara Ribeiro Piau Marques (Legal Officer), Mr, Miguel Roberto Gherrize, President of the Company's Statutory Audit Committee, as set forth in section 163, paragraph 3 of Law 6.404/76. Mr. Gianandrea Castelli Rivolta (Financial and Investor Relations Director), Mrs. Katia Nozela (Financial Department) and Mr. Flávio Gory (representing the independent auditors).

BOARD: Mr. Giorgio della Seta Ferrari Corbelli Greco – Chairman; and Mrs. Alessandra Catanante – Secretary.

AGENDA: (1) examine, discuss and approve the management report and the financial statements of the Company on April 30th, 2008; (2) take note of the celebration of 02 (two) financial agreement, as follows: (i) Contractor: TIM Celular S.A.; Hired: Banco ABN AMRO Real S.A.; Purpose: loan working capital agreement; Value: R$ 150,000,000.00 (one hundred and fifty million reais) and (ii) Contractor: TIM Celular S.A.; Hired: Banco ABN AMRO Real S.A.; Purpose: loan working capital agreement; Value: R$50,000,000.00 (fifty million reais); (3) ratification on the proposal for the distribution of dividends – it was written "lotes de mil ações" instead of "de ações" – of the material error in the Management's Proposal for the allocation of the results of the Company for the year ending December 31st, 2007; (4) deliberate upon the distribution of the approved compensation of Board of Directors' by the Ordinary/Extraordinary Shareholders' Meeting held on April 11th, 2008; and (5) re-election the Board of Officers' of the Company.

RESOLUTIONS: Upon review and discussion of the matters included in the Agenda, the Board Members resolved to, by unanimous votes, and without any restriction: (1) approve the management report and the financial statements of the Company on April 30th, 2008, which were submitted to a limited review by the independent auditors of the Company, Directa Auditores; (2) take note of the celebration of 02 (two) financial agreement, as follows: (i) Contractor: TIM Celular S.A.; Hired: Banco ABN AMRO Real S.A.; Purpose: loan working capital agreement; Value: R$ 150,000,000.00 (one hundred and fifty million reais) and (ii) Contractor: TIM Celular S.A.; Hired: Banco ABN AMRO Real S.A.; Purpose: loan working capital agreement; Value: R$50,000,000.00 (fifty million reais); (3) approve the ratification on the proposal for the distribution of dividends – it was written "lotes de mil ações" instead of "de ações" – a material error in the Management's Proposal for the allocation of the results of the Company for the year ending December 31st, 2007 attached in the minute of Board of Directors' Meeting held on March 04th, 2008; (4) approve the distribution of the approved compensation of Board of Directors', by the Ordinary/Extraordinary Shareholders' Meeting held on April 11th, 2008, upon the document archived in the Company. Messrs. Giorgio della Seta Ferrari Corbelli Greco, Stefano Ciurli, Mario Cesar Pereira de Araujo e Francesco Saverio Locati here by expressly waive their compensation; and (5) approve the re-election of Board of Directors' of the Company, as follows: (i) Mario Cesar Pereira de Araujo – Chief of Executive Officer, brazilian citizen, married, engineer, bearer of the identity card No. 02.158.026 -1, enrolled with the Individual Tax Payers` Registry under No. 235.485.337 -87; (ii) Francesco Saverio Locati – General Officer, italian citizen, married, physicist, bearer of the italian passaport No. 708463-X and enrolled with the Individual Tax Payers` Registry under No. 060.278.447 -60; (iii) Gianandrea Castelli Rivolta – Financial and Investors Relations Officer, italian citizen, divorced, administrator, bearer of the italian passaport No. C-113621, valid until 02/10/2014, and enrolled with the Individual Tax Payers` Registry under No. 060.522.167 -78; (iv) Cláudio Roberto de Argollo Bastos – Supplies Officer, brazilian citizen, married, engineer, bearer of the identity card No. 07101376-7 and enrolled with the Individual Tax Payers` Registry under No. 805.708.607 -68; (v) Orlando Lopes Junior – Human Resources Officer, brazilian citizen, married, lawyer, enrolled with the Brazilian/São Paulo Bar Association under No. 59.567 and with the Individual Tax Payers` Registry under No. 858.808.338 -87; (vi) Lara Cristina Ribeiro Piau Marques – Legal Officer, brazilian citizen, married, lawyer, enrolled with Brazilian/Federal District Bar Association under No. 11.539 and with the Individual Tax Payers` Registry under No. 554.012.011 -68, all of them domiciled at Avenida das Américas, No. 3434, First Block, 7th floor, Barra da Tijuca, City and State of Rio de Janeiro, Zip Code 22640-102, all of them with term of office of 2 (two) years, pursuant to the provided in the first paragraph of the Section 20 of the Company´s ByLaws, until the first Board of Directors` Meeting to be held after the Ordinary Shareholders` Meeting of the year 2010.

CLOSING: With no further issues to discuss, the meeting was closed and these minutes drafted, as summary, and read, approved and signed by the attending Board Members.

 
Rio de Janeiro/RJ, May 05th, de 2008.


Giorgio della Seta Ferrari Corbelli Greco Mario Cesar Pereira de Araujo
Chairman Board Member
   
Stefano Ciurli Francesco Saverio Locati
Board Member Board Member
   
Maílson da Nóbrega Josino de Almeida Fonseca
Board Member Board Member
   
Isaac Selim Sutton Alessandra Catanante
Board Member Secretary

 

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