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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 15TH, 2012


 
DATE, TIME AND PLACE: On February 15th, 2012, at 1:00 pm, at the head offices of TIM Participações S.A. ("Company"), in the City and State of Rio de Janeiro.

ATTENDANCE: The Board of Directors of the Company was held at the date, time and place above mentioned, in the presence of Messrs. Manoel Horacio Francisco da Silva, Gabriele Galateri di Genola e Suniglia, Luca Luciani, Stefano de Angelis, Andrea Mangoni, Oscar Chiccetti and Adhemar Gabriel Bahadian, either in person or by means of video and/or audio-conference, as provided in paragraph 2, section 25 of the Company's By-laws. It shall be recorded hereby the justified absence of Messrs. Maílson Ferreira da Nóbrega and Carmelo Furci. Pursuant to Section 163, paragraph 3 of the Brazilian Law Nr. 6,404/1976, the meeting was also attended by the Chairman of the Company's Statutory Audit Committee, Mr. Alberto Emmanuel Carvalho Whitaker. The meeting was also attended by Messrs. Claudio Zezza, Chief Financial Officer, Mario Girasole, Regulatory Affairs Officer, Roger Sole Rafols, Chief Marketing Officer, Rogério Tostes Lima, Investor Relations Officer, Lorenzo Federico Zanotti Lindner, Chief Operations Officer, Paolo Stoppaccioli, Chief Human Resources Officer, and Jaques Horn, Legal Officer and Secretary, along with the representative of PricewaterhouseCoopers ("PwC"), independent auditors of the Company, Mr. Sergio Zamora.

BOARD: Mr. Manoel Horacio Francisco da Silva – Chairman; and Mr. Jaques Horn – Secretary.

AGENDA: (1) To resolve on the amendment of Section 5th of the Company's By-laws, for inclusion of the current share capital and amount of shares issued by the Company, according to the public offering carried out in 2011; (2) To acknowledge about the Company's intention to hire a market maker; (3) (3.1) To report about the activities carried out by the Compensation Committee; and (3.2) To resolve on the proposed compensation of the Company's managers during the year 2012; (4) To resolve on the proposal for extension of the Cooperation and Support Agreement, to be entered between Telecom Italia S.p.A., on one side, and 2/4 TIM Celular S.A., Intelig Telecomunicações Ltda., TIM Fiber RJ S.A. and TIM Fiber SP Ltda., on the other side, with the Company as intervener; (5) To resolve on the partnership between TIM Celular S.A. and Generali Brasil Seguros S.A. for the distribution of microinsurance; (6) To resolve on the management's report and the individual and consolidated financial statements of the Company, dated as of December 31st, 2011; (7) To resolve on the presentation's form of the financial statements of TIM Celular S.A.; (8) To resolve on the forecasts that support the deferred income tax and social contribution of TIM Celular S.A.; (9) To resolve on the management's proposal for allocation of the results related to the year 2011 and distribution of dividends by the Company; (10) To resolve on the proposed budget of the Company and its Subsidiaries for the year 2012; (11) To resolve on the proposed Company's capital budget; (12) To resolve on the convening of an Annual and Extraordinary Shareholders' Meeting of the Company, in order to submit to approval the subjects listed on items (1), (3.2), (4), (5), (6), (9) and (11) above, as well as the other subjects provided in the Brazilian Law Nr. 6,404/1976; and (13) Other matters related to the items of the agenda or even of general interest to the Company.

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