Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
TIM PARTICIPAÇÕES S.A.
Publicly-Held Company
CNPJ/MF 02.558.115/0001-21
NIRE 33.300.276.963
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON JUNE 26TH, 2019
DATE, TIME AND PLACE: June 26th, 2019, at 9.00 a.m., at the head office of TIM Participações S.A. (“Company”), domiciled at Avenida João Cabral de Mello Neto, nº 850 - Torre Norte, 12º andar, Sala 1212, Barra da Tijuca, in the City and State of Rio de Janeiro.
PRESENCE: The Board of Directors’ Meeting of the Company was held at the date, time and place mentioned above, with the presence of Messrs. Nicandro Durante, Alberto Emmanuel Carvalho Whitaker, Carlo Nardello, Gesner José de Oliveira Filho, Herculano Anibal Alves, Piergiorgio Peluso, Pietro Labriola and Elisabetta Romano, either in person or by means of audio or videoconference, as provided in paragraph 2, Article 25 of the Company's By-laws. Justified absence of Messrs. Agostino Nuzzolo and Raimondo Zizza.
BOARD: Mr. Nicandro Durante - Chairman; and Mr. Jaques Horn - Secretary.
AGENDA: (1) To acknowledge on the activities carried out by the Statutory Audit Committee; (2) To acknowledge on the activities carried out by the Control and Risks Committee; (3) To resolve on the Policies of Engagement, Management of Intangible Assets and Management of Climate Change; (4) To resolve on the proposal of the Share Repurchase Plan; (5) To present the result of the Self-Assessment Questionnaire of the Board of Directors’ members; and (6) To resolve on the agreement(s) for the supply of services between the subsidiary of the Company, TIM S.A., and TI Sparkle Brasil Telecomunicações Ltda.
RESOLUTIONS: Upon review and discussion 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) Acknowledgedon the activities carried out by the Statutory Audit Committee (“CAE”) at its meeting held on June 25th, 2019, as per Mr. Alberto Emmanuel Carvalho Whitaker’s report, Coordinator of the CAE.
(2) Acknowledgedon the activities carried out by the Control and Risks Committee (“CCR”) at its meeting held on June 25th, 2019, as per Mr. Herculano Anibal Alves’ report, Chairman of the CCR.
(3) Approvedthe following Policies: (i) Engagement; (ii) Management of Intangible Assets; and (iii) Management of Climate Change, according to the material presented which is filed at the Company's head offices.
(4) The Board members acknowledged the results of the last Repurchase of Shares Programs, approved at the Company’s Board of Directors meetings held on October 2nd, 2017 (“Program 1”) and October 23rd, 2018 (“Program 2”), respectively, and approved the closure of the latter, as well as the opening of a new Repurchase of Shares Program ("Program 3"), pursuant to Article 22, V, of the Company's By-laws and Article 5 of CVM Instruction No. 567, with the following conditions:
(4.1) Purpose: to acquire shares issued by the Company to cover the exercise of stock options under the Plan Company's Long-Term Incentive Plan ("Plan") or for eventual cancellation, without reduction of capital stock.
(4.2) Number of shares that may be acquired: up to nine hundred and thirty thousand, four hundred and sixty-six (930,466) common shares of the Company ("Shares") may be acquired, corresponding to zero, point, zero, four percent (0.04%) of the Company’s total common shares or zero, point, twelve percent (0.12%) of total outstanding shares (free float). The Board of Executive Officers may decide the best moment, within the term of the Program, to carry out the Shares acquisitions, and perform in one or several opportunities.
(4.3) The Program shall begin on the date of the Board of Directors' resolution, remaining in force until June 30th, 2020, with the acquisitions carried out on the Stock Exchange (B3 S.A. - Brasil, Bolsa e Balcão) at market prices, observing applicable legal and regulatory limits.
(4.4) Intermediary financial institution: GENIAL INVESTIMENTOS CORRETORA DE VALORES MOBILIÁRIOS S.A. (ex-Brasil Plural CCTVM S/A), established at Rua Surubim, 373, 1º andar, São Paulo/SP, CEP 04571-050.
(4.5) Resources to be used: the resources of the capital and profit reserves, which total nine billion, nine hundred and thirty-nine million, nine hundred and forty-eight thousand, six hundred and eight-seven Reais and eighteen cents (R$9,939,948,687.18) will be used, according to the Interim Financial Statements, dated as of March 31st, 2019, except for the reserves referred in the Article 7, paragraph 1, of CVM Instruction No. 567 of September 17th, 2015 ("ICVM 567").
(4.6) Pursuant to Article 5 of ICVM 567, the members of the Company's Board of Directors provided the information contained in Appendix I to these minutes, and authorized the Company's Executive Officers to perform all necessary acts to complete the transaction.
(5) Acknowledged on the results of the Self-Assessment Questionnaire, answered by the Board of Directors Members, for the year 2018, and discussed their results and possible adjustments for improvement of the Board’s activities.
(6) Approved the agreements for the supply of services between the subsidiary of the Company, TIM S.A., and TI Sparkle Brasil Telecomunicações Ltda., based on the CAE’s favorable opinion at its meeting held on June 25th, 2019, and according to the material presented, which is filed at the Company's head offices.
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, Alberto Emmanuel Carvalho Whitaker, Carlo Nardello, Gesner José de Oliveira Filho, Herculano Anibal Alves, Piergiorgio Peluso, Pietro Labriola, and Elisabetta Romano.
I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective corporate book.
Rio de Janeiro (RJ), June 26th, 2019.
JAQUES HORN
Secretary
APPENDIX I
APPENDIX 30-XXXVI OF CVM 480 INSTRUCTION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TIM PARTICIPAÇÕES S.A. | |||
Date: June 26, 2019 |
By: | /s/ Adrian Calaza | |
Name: Adrian Calaza | |||
Title: Chief Financial Officer and Investor Relations Officer TIM Participações S.A. |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.