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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 EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON AUGUST 5TH, 2011


 
DATE, TIME AND PLACE: On August 5th, 2011, at 11:00 a.m., at the headquarters of TIM Participações S.A. ("Company"), located at Avenida das Américas, Nr. 3,434, 1st Block, Barra da Tijuca, in the City and State of Rio de Janeiro.

ATTENDANCE: Shareholders representing over than 2/3 (two thirds) of the capital stock, pursuant to the signatures on the Shareholders' Attendance Book. Also attended the meeting Messrs. Manoel Horacio Francisco da Silva, Chairman of the Board of Directors, Paolo Stoppaccioli, Human Resources Officer, Marcello Elias Dias Curvelo, responsible for planning, cost and compensation area, as well as the representative of the law firm Bocater, Camargo, Costa e Silva.

BOARD: Chairman – Mr. Manoel Horacio Francisco da Silva; Secretary – Mr. Fernando Vieira Loureiro.

CONVENING AND PUBLICATIONS: Call Notice published on July 21st, 22nd and 25th, 2011, on pages 6, 10 and 13 of the Official Gazette of the State of Rio de Janeiro; B7, C3 and B2 of the Valor Econômico; and A-13, A-9 and A-13 of the Jornal do Commercio, respectively.

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 Section 130, paragraph 1, of the Brazilian Law Nr. 6,404/1976; and (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 Nr. 6,404/1976, respectively.

AGENDA: (1) To resolve on the Company's Long Term Incentive; (2) If approved the matter in item (1) above, to resolve on the setting of maximum global compensation to the Company's managers, resolved on the Company's annual shareholders' meeting held on April 11th, 2011, view of the potential increase in their variable compensation, as a consequence of the implementation of Company's Long Term Incentive; and (3) Ratify the appointment, by co-optation, of a member from the Company's Board of Directors, held on the Board of Directors' meeting held on July 20th, 2011, as set forth in the Section 150 of the Brazilian Law Nr. 6,404/1976 and in Section 20, paragraphs second and forth of Company's By-laws.

RESOLUTIONS: Upon review and discussion on the matters contained in the Agenda, the shareholders resolved: (1) According to the documents previously made available on the website of the Investor Relations of the Company, to approve, by majority of votes pronounced, the Company's Long Term Incentive Plan, which shall be filed in the Company`s headquarters; (2) Due to the approval above, to approve, by majority of votes pronounced, the setting of maximum global compensation to the Company's managers, resolved on the Annual Company's annual shareholders' meeting held on April 11th, 2011, view of the potential increase in their variable compensation, as a consequence of the implementation of Company's Long Term Incentive; and (3) To ratify, by majority of votes pronounced, the appointment, by co-optation, of Mr. Oscar Cicchetti, Italian citizen, married, engineer, bearer of the Italian passport Nr. AA2682651, valid until May, 9th, 2018, enrolled with the Individual Taxpayers' Registry ("CPF/MF") under Nr. 060.928.917-94, domiciled at Avenida das Américas, Nr. 3,434, Block 1, 7th floor – part, Barra da Tijuca, in the City and State of Rio de Janeiro, as a member of the Company's Board of Directors, pursuant Section 150 of the Brazilian Law Nr. 6,404/1976 and in Section 20, paragraphs second and forth of Company's By-laws, according to the approval of the Company's Board of Directors held on July 20th, 2011. It shall be recorded hereby that Mr. Oscar Cicchetti presented the statement provided in the CVM Instruction Nr. 367/2002, according set forth in the Section 147 of the Brazilian Law Nr. 6,404/1976, at the moment of execution of his instrument of appointment and documents pursuant to the provided for in Sections 18 and 19 of Company's By-Laws, which shall be filed in the Company`s headquarters. Due to the resolutions above, the Board of Directors is composed, in this date, by Messrs. Manoel Horacio Francisco da Silva - Chairman, Gabriele Galateri di Genola e Suniglia, Luca Luciani, Andre Mangoni, Stefano de Angelis, Maílson Ferreira da Nóbrega, Adhemar Gabriel Bahadian, Carmelo Furci and Oscar Cicchetti. Such Board Members shall remain in office until the Annual Shareholders' Meeting to be held in 2013.

CLOSING: Nothing further to discuss, the Chairman of the Meeting Board suspended the works for the necessary time to draw up these minutes. As the session was reopened, the minutes were read and approved by the attendees, executed by the Chairman and the Secretary of the Meeting Board and the shareholders identified below.

I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective book.

 
Rio de Janeiro (RJ), August 5th, 2011.


Manoel Horacio Francisco da Silva Fernando Vieira Loureiro
Chairman of the Board Secretary of the Board
   
TIM BRASIL SERVIÇOS E PARTICIPAÇÕES S.A.
PP. Kenneth Gerald Clark Junior

 

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