6-K 1 timb20240614_6k1.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: June 14, 2024

Commission File Number: 001-39570

TIM S.A.
(Exact name of Registrant as specified in its Charter)

João Cabral de Melo Neto Avenue, 850 – North Tower – 12th floor
22775-057 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes ☐ No ☒

 
 

 

 

TIM S.A.

Publicly-Held Company

CNPJ/MF 02.421.421/0001-11

NIRE 333.0032463-1

 

MINUTES OF THE BOARD OF DIRECTORS’ MEETING

HELD ON JUNE 14TH, 2024

 

 

DATE, TIME AND PLACE: June 14th, 2024, at 12.20 p.m., at the head office of TIM S.A. (“Company”), domiciled at Avenida João Cabral de Mello Neto, 850, Torre Sul, 13° floor, 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, Adrian Calaza, Alberto Mario Griselli, Flavia Maria Bittencourt, Gesner José de Oliveira Filho, Gigliola Bonino, Herculano Aníbal Alves and Michele Valensise, either in person or by means of audio or videoconference, as provided in the 2nd paragraph of Section 25, of the Company’s By-laws. Justified absence of Messrs. Claudio Giovanni Ezio Ongaro and Elisabetta Paola Romano.

 

BOARD: Mr. Nicandro Durante – Chairman; and Mrs. Fabiane Reschke – Secretary.

 

AGENDA: (1) To acknowledge on the activities carried out by the Environmental, Social & Governance Committee; (2) To acknowledge on the activities carried out by the Statutory Audit Committee; (3) To acknowledge on the activities carried out by the Control and Risks Committee; (4) To resolve on the agreement for the supply of services between the Company and BETC Havas Agência de Publicidade Ltda. (“BETC Havas"); (5) To resolve on the Independent Auditors’ Annual Work Plan; and (6) To resolve on the payment proposal of the Company’s interest on shareholders’ equity (“JSCP”).

 

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 subject 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 Environmental, Social & Governance Committee (“CESG”) at its meeting held on June 14th, 2024, as per Mr. Nicandro Durante’s report, Chairman of the CESG.

 
 

 

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

June 14th, 2024

 

(2) Acknowledged on the activities carried out by the Statutory Audit Committee (“CAE”) at its meetings held on June 14th, 2024, as per Mr. Gesner José de Oliveira Filho, Coordinator of the CAE.

 

(3) Acknowledged on the activities carried out by the Control and Risks Committee (“CCR”) at its meeting held on June 14th, 2024, as per Mr. Herculano Aníbal Alves’ report, Chairman of the CCR.

 

(4) Approved the terms and conditions of the agreement for the supply of services between the Company and BETC Havas, according to the material presented and based on the CAE’s favorable opinion, at its meeting held on June 14th, 2024.

 

(5) Approved the Annual Work Plan of the Independent Auditors of the Company, Ernst & Young Auditores Independentes S/S (“EY”), for 2024, based on the favorable evaluation of the CAE, registered at its meeting held on June 14th, 2024.

 

(6) Approved based on the Section 46, 3rd paragraph, of the Company’s By-laws, and on the favorable opinion of the Fiscal Council, the distribution of R$300,000,000.00 (three hundred million reais) as Interest on Shareholders’ Equity ("IE"), at R$0.124069241 (zero, point, one, two, four, zero, six, nine, two, four, one cents) of gross value per share. The payment will be made until July 23rd, 2024, without the application of any monetary restatement index, considering the date of June 21st, 2024, as the date for identification of shareholders entitled to receive such values. Therefore, the shares acquired after said date will be traded ex-direito of IE distribution. The withholding of Income Tax will be of 15% (fifteen percent) on the occasion of the credit of the IE, except for the shareholders who have differentiated taxation or who are exempt from said taxation. The gross amount per share may be modified due to the variation in the number of treasury shares, in order to comply with the Company's Long-Term Incentive Plan.

 

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.

 

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 14th, 2024.

 

 

FABIANE RESCHKE

Secretary

 

2

 
 

SIGNATURES

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 S.A.
Date: June 14, 2024   By: /s/ Alberto Mario Griselli
      Alberto Mario Griselli
      Chief Executive Officer, Chief Financial Officer and Investor Relations Officer