Debentures (TIM S.A)

The Board of Directors’ of TIM Participações approved on December 19, 2018  pursuant to Article 22, XIII of the Company’s Bylaws, the first issuance of non-convertible debentures, unsecured, with an additional corporate guarantee, in a single series, for public offering with restricted placement efforts of its subsidiary TIM S.A under a firm placement regime, pursuant to CVM Instruction 476,  with the following terms and conditions:

(I) Use of proceeds: The net proceeds obtained by the Issuer in the present Issuance will be fully used to strengthen its working capital.

(II) Total Issuance Value: The aggregate amount of the Issuance will be one billion Reais (R$1,000,000,000.00) on the Issuance Date

(III) Issuance Date: For all legal purposes, the issuance date of the Debentures will be January 15, 2019. (“Issuance Date”)

(IV) Term of Duration and Due Date: The term of duration of the Debentures shall be 18 months counted from the Issuance Date, therefore their due date shall be on July 15, 2020 .

(V) Yield:

a. Monetary adjustment: the Unitary Par Value of the Debentures will not be monetarily adjusted;

b. Interest: will bear interest equivalent to one hundred and four point one percent (104.10%) of the accumulated variation of the average daily interbank deposit rate (DI)

Files related to the first issuance of debentures:

Minutes of the Board of Directors’ meeting 

Notice to the market (Portuguese Only)

TIM S.A. (ex-Intelig) – Financial Statements 2019 (Portuguese Only)

TIM S.A. (ex-Intelig) – Financial Statements 2018 (Portuguese Only)

TIM S.A. (ex-Intelig) – Financial Statements 2017 (Portuguese Only)

TIM S.A. (ex-Intelig) – Financial Statements 2016 (Portuguese Only)

TIM S.A. (ex-Intelig) – Financial Statements 2015 (Portuguese Only)

TIM Participações S.A. – Financial Statements 2019

TIM Participações S.A. – Financial Statements 2018

TIM Participações S.A. – Financial Statements 2017

TIM Participações S.A. – Financial Statements 2016

TIM Participações S.A. – Financial Statements 2015

Fiduciary Agent’s Annual Report 2020 (Portuguese Only)

Fiduciary Agent’s Annual Report 2019 (Portuguese Only)

The Board of Directors’ of TIM S.A. (“Company”) approved on May 20, 2021 the second issuance (“Issuance”) of simple, non-convertible, unsecured debentures, in a single series (“Debentures”), carried out pursuant to CVM Instruction 476, of January 16, 2009, as amended (“CVM Instruction 476”) and with the tax treatment set forth in article 2 of Law 12. 431, of June 24, 2011. On June 15, 2021 the Company informed its shareholders and the market in general that, on this date, the settlement of the second issuance debentures.

A total of 1,600,000 Debentures were issued, with a unit par value of R$ 1,000.00, for a total amount of R$ 1,600,000,000.00, maturing on June 15, 2028 (“Issuance”).

The Debentures are part of the infrastructure project approved by the Ministry of Communications on April 22 (ministerial order 2447/2021), in the total amount of approximately R$ 5.8 billion. The funds raised through the Issue will be used to finance projects for the implementation, expansion and modernization of fixed and mobile networks in different technologies, including 5G, in order to differentiate TIM in quality and availability of services.

Another aspect is that the Debentures have a sustainable component that will allow their qualification as sustainability-linked, according to the principles established by the International Capital Markets Association.

The ESG (Environmental, Social and Governance) targets determined by the Issue have a relevant impact on society and the environment and are aligned with the Company’s Strategic Plan, as follows:

(i) reach 100% of 4G presence in Brazilian municipalities by December 2023;

(ii) increase by 80% or more the Eco-efficiency in data traffic (bit/joule) by December 2025, compared to the base year of 2019.

The Debentures will be entitled to monetary adjustment based on the IPCA variation and remuneration interest corresponding to a surcharge of 4.1682% per year (“Remuneration Interest”). If the ESG targets are met, the Remuneration Interest will be automatically adjusted, according to a step-down mechanism of 0.125% p.a. per target, and may reach a maximum reduction of 0.25% p.a., as established in the indenture of the Issuance.

The Company also signed an interest rate swap contract linked to the present Issuance with the objective of hedging at a cost of CDI + 0.95% per year.

Files related to the second issuance of debentures:

Minutes of the Board of Directors’ Meeting

Notice to the Market

TIM S.A. – Financial Statements 2020

TIM S.A. (ex-Intelig) – Financial Statements 2019 (Portuguese Only)

TIM S.A. (ex-Intelig) – Financial Statements 2018 (Portuguese Only)

TIM Participações S.A. – Financial Statements 2019

TIM Participações S.A. – Financial Statements 2018

Framework

Second Party Opinion

2020 ESG Report

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