TIMB TIM SA

RESOLUTIONS: Upon the review of the material presented and filed at the Company’s head office, and based on the information provided and discussions of the subjects included on the Agenda, the Board Members, unanimously, by those present and with the abstention of the legally restricted, decided to register the discussions as follows:

(1) Acknowledged on the activities carried out by the Compensation Committee (“CR”) at its meeting held on March 4^th, 2020, as per Mr. Nicandro Durante’s report, Chairman of the CR.

(2) Acknowledged on the activities carried out by the Control and Risks Committee (“CCR”) at its meeting held on March 5^th, 2020, as per Mr. Herculano Aníbal Alves’ report, Chairman of the CCR.

(3) Acknowledged on the activities carried out by the Statutory Audit Committee (“CAE”) at its meeting held on March 5^th, 2020, as per Mr. Gesner Oliveira’s report, Coordinator of the CAE

(4) Messrs. Pietro Labriola, Diretor Presidente (Chief Executive Officer) of the Company, and Adrian Calaza, Diretor Financeiro (Chief Financial Officer) and Diretor de Relações com Investidores (Investor Relations Officer) of the Company, presented the general conditions of the Company’s Industrial Plan for the years of 2020-2022. After the presentation, the Board members acknowledged on and approved the budget guidelines of the Company and its subsidiary, TIM S.A., to be used for the year of 2020.

 

 

 

CONT. OF MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF TIM PARTICIPAÇÕES S.A.

MARCH 5^th, 2020

 

 

(5) Analyzed the Management’s Proposal for the allocation of the results related to the year of 2019, originally presented on February 11^th, 2020, and resubmitted on this date due to the amendments regarding capitalization of a portion of the supplementary reserve for the expansion of social business, and the dividend distribution by the Company, based on the Fiscal Council’s and the CAE’s favorable opinions, and, subsequently, the members of the Board approved its submission to the Company’s Annual Shareholders’ Meeting, to be duly convened.

(6) Analyzed the proposal of the Company’s capital stock increase, with no issuance of new shares, due to the capitalization of portion of the supplementary reserve for the expansion of social business, that exceeded the eighty percent limit (80%) of the capital stock, as provided in paragraph 2^nd, Section 46 of the Company’s By-Laws.

The amount to be capitalized is of one billion, six hundred and forty-four million, twelve thousand, five hundred and fifty-two Reais and fifty-two cents (R$1,644,012,552.52) and, due to the herein referred capital stock increase, the proposed capital stock of the Company will be of eleven billion, five hundred and fifty-seven million, four hundred and twenty-six thousand, nine hundred and seventy-four Reais and twenty-six cents (R$11,557,426,974.26), divided into two billion, four hundred and twenty-one million, thirty-two thousand and four hundred and seventy nine (2,421,032,479) common shares, all nominative, book-entry and with no par value.

As a result, the Board members approved the submission of the proposal to the Company’s Annual Shareholders’ Meeting, to be duly convened.

 

 

 

CONT. OF MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF TIM PARTICIPAÇÕES S.A.

MARCH 5^th, 2020

 

 

(7) Acknowledged on the studies related to strategic projects of the Company, as per the presentation of Mr. Adrian Calaza, Diretor Financeiro (Chief Financial Officer) and Diretor de Relações com Investidores (Investor Relations Officer) of the Company.

(8) Analyzed the proposal for the extension of the Cooperation and Support Agreement (Contrato de Cooperação e Suporte), through the execution of the 13^th amendment to this agreement, to be entered into between Telecom Italia S.p.A, on the one hand, and TIM S.A., on the other hand, and approved it, based on the favorable evaluation of the CAE, its submission to the Annual and Extraordinary Shareholders’ Meeting, to be duly convened.

(9) Opined favorably to the Management’s Compensation Proposal for the Company’s Administrators, members of the Committees and of the Fiscal Council, for the year of 2020, and approved its submission to the Company’s Annual Shareholders’ Meeting, to be duly convened.

(10) Opined favorably to the Proposal of the Company’s By-laws amendment, which aims to adjust its provisions to the Regulamento de Listagem do Novo Mercado of B3 S.A. – Brasil, Bolsa e Balcão terms, the thresholds’ monetary updating and the provision regarding the capital stock of the Company, due to the capitalization of portion of the supplementary reserve for the expansion of social business, and approved its submission to the Company’s Extraordinary Shareholders’ Meeting, to be duly convened.

(11) Approved the following Agenda for the Annual and Extraordinary Shareholders’ Meeting of the Company (“Meeting”) to be held on Abril 7^th, 2020, and to be convened on March 6^th, 2020:

On Annual Shareholders’ Meeting:

(1) To resolve on the management’s report and the financial statements of the Company, dated as of December 31st, 2019; (2) To resolve on the management’s proposal for the allocation of the results related to the fiscal year of 2019 and the distribution of dividends by the Company; (3) To ratify the appointments of the Company’s Board of Directors’ Members, previously appointed at the Board of Directors’ Meetings held on July, 30th, 2019 and February, 11th, 2020, under the terms of Section 150 of Law No. 6,404/1976 and Section 20, Paragraph 2 of the Company’s By-laws; (4) To resolve on the composition of the Fiscal Council of the Company; (5) To elect the effective and alternate members of the Fiscal Council of the Company; and (6) To resolve on the compensation proposal for the Company’s Administrators, members of the Committees and the members of the Fiscal Council of the Company, for the year of 2020.

 

 

 

CONT. OF MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF TIM PARTICIPAÇÕES S.A.

MARCH 5^th, 2020

 

 

On Extraordinary Shareholders’ Meeting:

(1) To resolve on the proposal for the extension of the Cooperation and Support Agreement, through the execution of its 13th amendment, to be entered into between Telecom Italia S.p.A., on the one hand, and the Company and its controlled Company, TIM S.A., on the other hand; (2) To resolve on the proposal of capital stock increase by means of capitalization of statutory reserve; and (3) To resolve on the amendment proposal of the Company’s By-laws and its consolidation.

In addition to the above ordinary items of Agenda, the Board members acknowledged on the Company’s strategic management and prevention action plan, regarding the COVID-19’s effects on the Company’s business activities.

CLOSING: With no further issues to discuss, the meeting was adjourned, and these minutes drafted as summary, read, approved and signed by all attendees Board Members: Messrs. Nicandro Durante, Agostino Nuzzolo, Carlo Nardello, Elisabetta Romano, Flavia Maria Bittencourt, Gesner José de Oliveira Filho, Herculano Aníbal Alves, Sabrina Di Bartolomeo, Carlo Filangieri and Pietro Labriola

I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective corporate book.

 

 

 

CONT. OF MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF TIM PARTICIPAÇÕES S.A.

MARCH 5^th, 2020

 

 

Rio de Janeiro (RJ), March 5^th, 2020.

JAQUES HORN

Secretary