Telecom Italia Mobile S.p.A. TIM is the branch of Telecom Italia Group focused on segments related to cell mobile telephony advanced services. It is currently one of the largest mobile telephony companies in the world.

TIM started operating in Brazil on March 28, 1998, in the city of Salvador (Bahia state).

TIM operates in all Brazilian states.

You can access further information through the website http://www.TIM.com.br

Corporate Governance can be defined as a continuous effort to align companies’ management goals with shareholders’ interests. This involves practices and relationships among shareholders, the Board of Directors, the Board of Executive Officers, a Fiscal Committee or even an Independent Auditor. Good corporate governance permits an even better administration of the Company besides the monitoring of its executive management. Companies that choose good practices of corporate governance adopt transparency, accountability and equality as their guidelines. In August 2011, TIM became the only telecom operator committed to the highest level of corporate governance Bovespa, called Novo Mercado.

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Click here to obtain more information about the highest level of corporate governance Bovespa.

Common shares give their holdings voting rights at the Company’s General Stockholders’ Meetings. The holders of preferred shares do not have voting rights, except in case of celebration of long-term agreements between the Company or any of its controlled companies and the statutory reforms mentioned in the Sole Paragraph of Article 13 of the Company’s Bylaws. However, the holders of such shares are entitled to receive dividends corresponding to, at least, 6% of the Company’s capital stock pertaining to preferred shares or 3% of the net equity amount per share, the one which is higher. Preferred shares will get voting rights if the Company does not distribute minimum dividends for a three-year consecutive period.

As decided by the shareholders in the Extraordinary Shareholders´ Meetings held on August 19, 2004 and August 30, 2004, it was approved the merger of Tele Nordeste Celular Participações S.A., – TND into TIM Participações S.A., – TSU, former Tele Celular Sul Participações S.A.

As a consequence TND ceased to exist and its shareholders received shares of TSU and TIM Nordeste Telecomunicações S.A., which was controlled by TND, is now controlled by TSU, jointly with TIM Sul S.A..

TSU and TND believe that the merger will enable them to:

  • integrate the operations of TSU and TND, which belong to the same group of companies;
  • take advantage of commercial and financial synergies and related reduction of administrative and financial costs resulting from the integration of the operations of TSU and TND;
  • become more transparent in the capital markets by consolidating the financial information of TSU and TND;
  • improve access to capital by strengthening the surviving company ’s balance sheet;
  • eliminate the costs associated with maintaining two separate legal entities, public reporting requirements for TND and the separate listing of TND securities;and
  • provide you with securities that they expect will have greater market liquidity than the securities you currently hold.

The merger resulted in an exchange ratio of 0.9261 common share issued by TSU for each 1.00 (one) common share issued by TND, the same exchange ratio was applied for the holders of preferred shares. For ADSs holders, the exchange ratio was 1.8522 ADS issued by TSU for each ADS issued by TND.

The exchange ratios for the TND preferred shares and ADSs are different because the ADS exchange ratio takes into account the difference in the ratio of ADSs to preferred shares under TND’s ADS program, where each ADS represents 20,000 preferred shares, and TSU’s ADS program, where each ADS represents 10,000 preferred shares.

The shareholders of TND that do not hold the minimum number of shares required to receive at least one share of TSU, had the right to become shareholders of TSU, the entity that succeeded TND, provided that their intention to become a shareholder was notified to TSU in writing, up to up to October, 04 2004, (30 (thirty) days from the publication of the minutes of the Special Shareholders’ Meeting of the Surviving Entity that approved the transaction). As to all other shareholders of the TND, the share fractions will be grouped and sold at the São Paulo Stock Exchange (“Bovespa”), at market prices, and the net proceeds raised was paid proportionately to the holdings of said shareholders within 60 (ninety) days

As from the trading session as of October 11, 2004, Tele Celular Sul Participações S.A.’s shares started to be traded under the new name, TIM Participações S.A., and the trading name started to be TIM PART SA, remaining the ticker TCSL3 for common shares and TCSL4 for preferred shares.

As per resolution of TIM Participações and TIM Cel’s shareholders, at respective Extraordinary General Meetings held on March 16, 2006, the merger of all shares issued by TIM Cel into TIM Participações’ assets and liabilities was approved, pursuant to the Protocoll and Justification for the Merger of Shares entered into between the companies on January 31, 2006, converting TIM Cel into a wholly-owned subsidiary of TIM Participações.

Simplify the organizational and operational structure; • Maximize the tax benefits;

OpTIMize the financial structure and the management of TIM Group;
Concentrate all cellular assets of Telecom Italia in Brazil into a single listed company and with nationwide coverage; and

Create one of the largest mobile telephony companies in Brazil, in terms of market capitalization, providing an attractive investment alternative.

TIM Brasil, wholly-owned subsidiary of Telecom Italia, received new common and preferred shares from TIM Part for each share held on TIM Cel. These shares were issued at the same proportion than that existing in the previous capital structure of TIM Participações between common and preferred shares.

For each share of TIM Cel, TIM Brasil received 45.8 shares of TIM Participações, of which 15.6 were common shares and 30.2 were preferred shares.

Nothing changes with said transaction. TIM Part’s shares continue being regularly traded.

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