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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 21, 2011


 
DATE, TIME AND PLACE: On February 21, 2011, at 11:00 am, 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 its acting members, Messrs. Manoel Horácio Francisco da Silva, Gabriele Galateri di Genola e Suniglia, Luca Luciani, Marco Patuano, Andrea Mangoni, Maílson Ferreira da Nóbrega and Adhemar Gabriel Bahadian. Pursuant to the provided for in Section 29, paragraph 2 of the Company's By-Laws, Messrs. Gabriele Galateri di Genola e Suniglia, Marco Patuano, Andrea Mangoni and Adhemar Gabriel Bahadian attended the meeting by means of video conference/conference call. Pursuant to the provided for in Section 163, paragraph 3 of the Brazilian Law Nr. 6,404/1976, also attended the meeting the members of the Company's Statutory Audit Committee, Messrs. Alberto Emmanuel Carvalho Whitaker, Oswaldo Orsolin, Alfredo Ferreira Marques Filho, Samuel de Paula Matos and Carlos Alberto Caser. Besides, also attended the meeting Messrs. Claudio Zezza, Chief Financial Officer, Paolo Stoppaccioli, Chief Human Resources Officer, Rogerio Takayanagi, Chief Marketing Officer, and Alessandra Catanante, Secretary-General and of the Board of Directors, along with the representatives of PricewaterhouseCoopers, independent auditors of the Company, as well as the representative of Accenture do Brasil Ltda.

BOARD: Mr. Manoel Horácio Francisco da Silva – Chairman; and Mrs. Alessandra Catanante – Secretary.

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) To resolve on the proposed budget of the Company and its Subsidiaries for the year 2011; (3) To resolve on the extension of certain loans raised by the Subsidiary TIM Celular S.A. ("TCEL"); (4) To acknowledge about the Company's intention to initiate negotiations with the European Investment Bank ("EIB"), in order to obtain a financing for TCEL; (5) To resolve on the management's report and the individual and consolidated financial statements of the Company in IFRS, dated as of December 31, 2010; (6) To resolve on the management's proposal for allocation of the results related to the year 2010 and distribution of dividends by the Company; (7) To resolve on the proposed Company's capital budget; (8) To resolve on the proposal for the Company's capital increase; (9) To resolve on the proposed compensation to the Company's managers during the year 2011; (10) To resolve on the proposal for extension of the Cooperation and Support Agreement, to be entered by and between Telecom Italia S.p.A. and TCEL, with the Company as intervener; (11) To resolve on some modifications in the composition of the Board of Directors; (12) To resolve on the donation made to the Rio de Janeiro's Town Hall – fire Carnival 2011; (13) To 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 (5), (6), (7), (8), (9), (10) and (11) above, as well as the other matters provided for in the Brazilian Law Nr. 6,404/1976; and (14) Other matters related to the items of the agenda or even of general interest to the Company.


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