TIM’s ADRs

ADRs are a negotiable US dollar denominated certificate representing ownership of shares in a non-US company. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investors.

An American Depositary Receipt (ADR) is the actual physical certificate whereas an American Depositary Share (ADS) is the actual share. An ADR can represent any number of ADSs. the term “ADR” is often used to mean both the certificates and the securities themselves.

Each ADR is associated with a level. Each level represents the different structures and reporting requirements associated with a specific ADR Program. there are three different ADR Levels:

  • Level I: the Level I ADR structure provides issuers with a simple and efficient means of building a core group of U.S. investors with minimal regulatory and reporting requirements. the ADRs are traded on the over-the-counter “Pink Sheet” market and on some exchanges outside the U.S. Generally, the establishment of a Level I program is considered a first step by issuers entering the U.S. public equity market. Shares used: Existing shares.
  • Level II: Level II ADR structures are traded on an exchange (NYSE, NASDAQ, Amex) in reliance upon Securities Act registration (Form F-6) and Exchange Act reporting (Form 20-F/Form 6-K) requirements. At the TIMe of listing, the issuer did not register a public offering. Level II programs require a greater degree of SEC reporting than a Level I. issuers must reconcile their accounting to U.S. GAAP and meet the listing requirements of a particular U.S. exchange. Shares used: Existing shares.
  • Level III: the Level III ADR structure is a simultaneous public offering and listing of equity securities on a U.S. exchange. the issuer registers the offering under the 1933 Securities Act (F-1/F-3) and subsequently registers and reports under the 1934 Exchange Act. issuers must provide a full reconciliation of their accounting to U.S. GAAP, and meet exchange listing requirements. Unless an exemption is available, the Level III program requirements must be met where a non-U.S. issuer — which does not previously have a listed ADR program in existence — intends to publicly acquire a U.S. company using ADRs as the transaction currency Shares used: New shares.

TIM’s ADRs are in the Level II traded at NYSE.

U.S. investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions. One of ADRs’ top advantages is the facilitated diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information.

ADR issuers are typically large multinational corporations. Any non-U.S. company seeking to raise capital in the U.S. or increase their base of U.S. investor can issue ADRs.

ADRs can be held through banks or brokers, in which case the investor is a “beneficial holder”. Alternatively, ADRs can be held directly through the ADR depositary, in which case the investor is a “registered holder” and is listed on the company’s shareholder register that is maintained by ADR depositary. Registered holders may hold their ADRs either physically in the form of a certificate or in dematerialized form, evidenced by an account statement.

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares. In addition, taxes may be withheld by the ADR company‘s local government. Depending on individual circumstances, foreign taxes withheld might be applied as a credit against U.S. taxes, or tax reclaim opportunities may be offered.

As an ADR holder on the record date, the investor will be entitled to vote the equivalent number of underlying shares. Registered holders will receive the proxy card and other relevant documentation through JP Morgan. Beneficial holders will receive the material through their bank/broker.

Concerning questions related to conversions of ADRs, please contact the following JP Morgan phones: +1 212 552 8925/ +1 212 552 8926 ou +55 11 4950 3650, or email DRX_depo@jpmorgan.com.

Ticker: TIMB

CUSIP Code: 88706T108

ISIN Code: US88706T1088

The relation between the number of TIM ADRs and the number of ordinary shares is 1:5. Every TIM ADR represents 5 ordinary shares.

TIM ADR are traded in the New York Stock Exchange (NYSE).

JP Morgan Chase Bank. the depositary bank plays a key role in issuance as well as cancellation of ADRs. It also maintains the ADR holder register, distributes the dividends in US dollars (if applicable) and facilitates the exercise by the ADRs holders of their voting rights.

If you do not hold via a broker, bank or nominee, please contact our transfer agent:

JP Morgan Chase Bank N.A.
P.O. Box 64504
St. Paul, MN 55164-0854, USA
jpmorgan.ADR@wellsfargo.com
Toll-free number: +1 (800) 990-1135
Direct Dial (from outside of the USA): +1 (651) 453-2128

Historical share prices for TIM’s ADRs can be found on JP Morgan website (https://www.ADR.com).

ADR Contact Information
JP Morgan Chase Bank N.A.
P.O. Box 64504
St. Paul, MN 55164-0854, USA
jpmorgan.ADR@wellsfargo.com

Toll-free number: +1 (800) 990-1135
Direct Dial (from outside of the USA): +1 (651) 453-2128

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