TIM PARTICIPAÇÕES S.A.
MINUTES OF THE BOARD OF DIRECTORS' MEETING HELD ON OCTOBER 05, 2011
DATE, TIME AND PLACE: On October 05, 2011, at 08:00 am, at the head offices of TIM Participações S.A. ("Company"), located at Avenida das Américas, No. 3.434, 1st Block, 7th floor, Barra da Tijuca, in the City and State of Rio de Janeiro.
ATTENDANCE: The Board of Directors of the Company was gathered at the date, time and place above mentioned, in the presence of Messrs. Manoel Horacio Francisco da Silva, Luca Luciani, Maílson Ferreira da Nóbrega, Adhemar Gabriel Bahadian, Andrea Mangoni, Stefano de Angelis, Oscar Cicchetti, Gabriele Galateri di Genola e Suniglia and Carmelo Furci, either in person or by means of audio/video-conference,as provided for in article 25, paragraph 2 of the Company's Bylaws. Also attended the meeting Mr. Claudio Zezza, Chief Financial Officer and Investor Relation Officer and Mrs. Alessandra Catanante, General Secretary of the Board of Directors.
PRESIDING MEMBERS: Mr. Manoel Horacio Francisco da Silva – Chairman; and Mrs. Alessandra Catanante – General Secretary.
AGENDA: (1) to verify the subscription of the shares issued by the Company as a result of the primary public distribution offer; (2) to decide on the homologation of the Company's capital increase, which was made within the authorized capital limit, as provided for in the Company's Board of Directors Meeting held on October 04, 2011; and (3) other matters related to the agenda or even of general interest to the Company.
RESOLUTIONS: After review and discussion of the matters included in the Agenda, and based on the information provided and on the material made available, which is filed at the Company's head office, the Board Members unanimously resolved to: (1) verify the subscription of 190,796,858 (one hundred and ninety million, seven hundred and ninety-six thousand, eight hundred and fifty-eight) common, nominative, registered and with no par value shares issued by the Company, with regards to the primary public distribution offer, approved in the Board of Directors Meeting held on October 04, 2011, with the exclusion of the preemptive right of the Company's shareholders, pursuant to article 172, item I of Law No. 6,404, as of December 15, 1976, as amended, however, with priority subscription for the Company's shareholders as per the offering documentation. Among the subscribed shares related to the public offering, 34,060,280 (thirty-four million, sixty thousand, two hundred and eighty) were subscribed under the form of American Depositary Shares, represented by American Depositary Receipts, by virtue of the public distribution of shares abroad and 156,736,578 (one hundred and fifty-six million, seven hundred and thirty-six thousand, five hundred and seventy-eight) were subscribed under the form of common, nominative, registered and with no par value shares, as a result of the public distribution of shares in Brazil; (2) approve the homologation of the new corporate capital of the Company, which was increased in R$1,640,852,978.80 (one billion, six hundred and forty million, eight hundred and fifty-two thousand, nine hundred and seventy-eight Reais and eighty cents), from R$8,164,664,628.66 (eight billion, one hundred and sixty-four million, six hundred and sixty-four thousand, six hundred and twenty-eight reais and sixty-six cents), divided into 2,217,374,279 (two billion, two hundred and seventeen million, three hundred and seventy-four thousand, two hundred and seventy-nine) common, nominative, registered and with no par value shares, to R$9,805,517,607.46 (nine billion, eight hundred and five million, five hundred and seventeen thousand, six hundred and seven Reais and forty-six cents), divided into 2,408,171,137 (two billion, four hundred and eight million, one hundred and seventy-one thousand, one hundred and thirty-seven) common, nominative, registered and with no par value shares; and (3) Nothing else was decided.
CLOSING: With no further matters to discuss, the meeting was adjourned and these minutes drafted as summary, read, approved and signed by all attending individuals. Directors: Messrs. Manoel Horacio Francisco da Silva, Luca Luciani, Maílson Ferreira da Nóbrega, Adhemar Gabriel Bahadian, Andrea Mangoni, Stefano de Angelis, Oscar Cicchetti, Gabriele Galateri di Genola e Suniglia and Carmelo Furci.
I hereby certify that these minutes are the faithful copy of the original version duly recorded in the respective book.
Rio de Janeiro, October 05, 2011.
General Secretary of the Board of Directors