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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 BOARD OF DIRECTORS' MEETING HELD ON FEBRUARY 23rd, 2010


 
DATE, TIME AND PLACE: On February 23rd, 2010, at 11:00 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, Marco Patuano, 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. Pursuant to the provided for in the Section 163, paragraph 3rd of the Brazilian Law No. 6,404/1976, also attended the meeting the members of the Company's Statutory Audit Committee, Messrs. Miguel Roberto Gherrize, Oswaldo Orsolin, Alberto Emmanuel Carvalho Whitaker, Alfredo Ferreira Marques Filho and Luiz Mariano de Campos. Besides, also attended the meeting Messrs. Claudio Zezza, Chief Financial and Investor Relations Officer, Beniamino Bimonte, Chief Human Resources Officer, Carlo de Martino, Chief External Relations Officer, and Alessandra Catanante, Secretary General of the Board of Directors, along with the representatives of Ernst & Young Auditores Independentes S.S., as well as the representative of Accenture do Brasil Ltda.

BOARD: Mr. Mario Cesar Pereira de Araujo – Chairman; and Mrs. Alessandra Catanante – Secretary General.

AGENDA: (1) Relevant notices to the Board of Directors – activities carried out by the Special Advisory Committees: Compensation Committee and Internal Control and Corporate Governance Committee; (2) Resolve on the management's report and the financial statements of the Company, dated as of December 31st, 2009; (3) Resolve on the proposal for the allocation of the results related to the year 2009 and distribution of dividends by the Company; (4) Resolve on the proposed compensation to the management;(5) Resolve on the proposal for amendment to the By-Laws of the Company and its subsidiary, TIM Celular S.A.; (6) Resolve on the proposal for extension of the Cooperation and Support Agreement, to be entered by and between Telecom Italia S.p.A. and TIM Celular S.A., with the Company as intervener; (7) Resolve on the engagement of the Independent Auditors of the Company and its subsidiaries; (8) Resolve on the proposed budget of the Company and its subsidiaries for the year 2010; (9) Appoint, as provided for in the Section 25, XXIV of the Company's By-Laws, the Company's representatives in the management of its subsidiaries; (10) Resolve on the granting of a donation by the subsidiary TIM Celular S.A. to the Instituto Auditório Ibirapuera de São Paulo (SAS 172); (11) Resolve on the convening of an Annual and Extraordinary and Shareholders' Meeting of the Company, in order to submit to approval the matters listed on items (2), (3), (4), (5) and (6) above; and (12) Other matters related to the items of the agenda or even of general interest to the Company.


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