6-K 1 tsu20200729_6k6.htm FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of July, 2020

Commission File Number 001-14491

TIM PARTICIPAÇÕES S.A.

(Exact name of registrant as specified in its charter)

TIM PARTICIPAÇÕES S.A.

(Translation of Registrant's name into English)

Avenida João Cabral de Melo Neto, nº 850, Torre Norte, 12º andar – Sala 1212,
Barra da Tijuca - 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 Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F _______

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.

Yes _______ No ___X____

01 – Call Notice

TIM PARTICIPAÇÕES S.A.

Publicly-Held Company

CNPJ/ME 02.558.115/0001-21

NIRE 33.300.276.963

CALL NOTICE – EXTRAORDINARY SHAREHOLDERS’ MEETING

The Shareholders of TIM Participações S.A. (“Company”) are called upon, as set forth in Section 124 of the Brazilian Law No. 6,404/1976, to attend the Company’s Extraordinary Shareholders’ Meeting to be held on August 31^st, 2020, at 2.30pm, at Avenida João Cabral de Mello Neto, No. 850, South Tower, Ground Floor - Auditorium, Barra da Tijuca, in the City and State of Rio de Janeiro, in order to resolve on the following Agenda:

Agenda: To examine, discuss and resolve on: (1) the approval of the “Protocol and Justification of the Merger of TIM Participações S.A. into TIM S.A.”, executed on July 29^th, 2020 by the management of the Company and of TIM S.A. (respectively, “TSA” and “Protocol”), which establishes the terms and conditions of the proposal of the merger of the Company into TSA (“Merger”); (2) the ratification of the appointment and hiring of Apsis Consultoria e Avaliações Ltda. and of Apsis Consultoria Empresarial Ltda., specialized companies responsible for preparing, respectively, the appraisal report of the Company’s equity at book value and the appraisal reports of the shareholders’ equity of the Company and TSA at market price, for the purposes of the Merger (respectively, “Appraisal Report at Book Value”, “Appraisal Reports at Market Price” and, together, “Appraisal Reports”); (3) the approval of the Appraisal Reports; (4) the approval of the Merger, under the terms of the Protocol and subject to compliance with the suspensive condition established therein; (5) the authorization for the performance, by the officers and attorneys-in-fact of the Company, of all necessary measures for the consummation of the Merger, under the terms of the Protocol; and (6) the proposal to amend the Company's Long-Term Incentive Plans, so that TSA will appear exclusively as the company responsible for the obligations arising thereon.

General Instructions:

1. All documents and information regarding the subjects to be analyzed and resolved on at the Shareholders’ Meeting are at the Shareholders disposal at the Company’s head office, as well as on the websites www.tim.com.br/ri, www.cvm.gov.br and http://www.b3.com.br/pt_br/.

2. The Shareholder may participate either in person or represented by a duly constituted proxy, as provided by Section 126 of Law No. 6,404/1976 and by the sole paragraph of Section 12 of the Company's By-laws, as well as by distance voting ballot, following the detailed guidelines below:

a. In person: The Shareholder who chooses to participate in person must send a copy of the identity document and of the respective shareholding statement, issued at least five (5) business days prior to the Shareholders' Meeting, within two (2) business days prior to the Shareholders' Meeting;

b. By proxy: The Shareholder to be represented at the Shareholders' Meeting must send to the Company's head office the respective supporting documentation of its representation, including the power of attorney and/or the articles of incorporation related to the appointment, as the case may be, and the identification document of the representative, within two (2) business days prior to the Shareholders' Meeting; and

c. By distance voting ballot: The Shareholder that, pursuant to CVM Instruction No. 481/2009, chooses to participate by distance voting ballot, must send the instructions for filing the form to its respective custodian agents or to the depositary institution of the Company’s shares, or must send the form directly to the Company and, in any case, the ballot must be received up to seven (7) days prior to the Shareholders’ Meeting, as informed in the management’s proposal.

3. The documents mentioned herein shall be forwarded as follows: TIM Participações S.A., attention to the Investor Relations Officer, Mr. Adrian Calaza, at Avenida João Cabral de Mello Neto, 850, North Tower, 12^nd floor, Barra da Tijuca, in the City and State of Rio de Janeiro.

Rio de Janeiro (RJ), July 29^th, 2020.

Nicandro Durante

Chairman of the Board of Directors

2. Annex 20 to CVM Instruction No. 481/09

Attachment to the Management Proposal for the EGM of August 31, 2020

Item 2

(Appendix 20 of CVM Instruction No. 481/09)

Describe the event that gave or will give rise to the recess and its legal basis

The merger of TIM Participações S.A., (“Incorporated” or “TPAR”) into TIM S.A. (“Incorporator” or “TSA” and, together with the Merged Company, “Companies”), will give rise to the right of withdrawal for TPAR shareholders, having considering that the shares issued by the Merged Company do not fall under the exception provided for in Article 137, item II, of Law 6,404/76 (“Brazilian Corporate Law”).

The reimbursement related to the withdrawal right will only be due to TPAR shareholders who, evidently, were holders of the shares on the date of disclosure of the relevant fact informing about the Merger (i.e. July 29, 2020), counting the trading operations on the stock exchange in this day, inclusive. The right to withdraw may not be exercised in relation to the shares acquired after the said date, pursuant to paragraph 1 of Article 137 of the Brazilian Corporation Law, and may only be exercised by shareholders of the Merged Company that (i) dissent or if abstain from the resolution, or who do not attend the Extraordinary Shareholders' Meeting, and (ii) expressly express their intention to exercise the withdrawal right, within the due period, considering that the shares issued by the Merged Company do not fall under the exception provided for in item II of said legal provision.

In order to exercise the right to withdraw, shareholders must necessarily exercise the right to withdraw with respect to all common shares held by them at the close of trading on July 29, 2020. Payment of the redemption value of the shares will depend on the consummation of the Merger, after the implementation of the suspensive condition described in the Merger Protocol, pursuant to the Merger Protocol and pursuant to Art. 230 of the Brazilian Corporation Law.

Inform the shares and classes to which the recess applies

The withdrawal right applies to common, registered, book-entry shares with no par value of TPAR.

Inform the date of the first publication of the call notice for the meeting, as well as the date of communication of the relevant fact regarding the resolution that gave or will give rise to the recess

The Material Fact that announced the Merger was disclosed on July 29, 2020. The Call Notice will be published for the first time on July 30, 2020.

Inform the term for exercising the right to withdraw and the date that will be considered for the purpose of determining the holders of shares that may exercise the right to withdraw:

Shareholders who wish to exercise their right to withdraw must do so, under penalty of decay, within 30 (thirty) days from the publication of the minutes of the Extraordinary General Meeting of TPAR that deliberates on the Merger, as provided for in item IV and paragraph 4 of article 137, and in article 230 of the Brazilian Corporation Law.

Inform the amount of the reimbursement per share or, if it is not possible to determine it in advance, the management's estimate of that amount:

R$ 9.33 (nine reais and thirty-three cents) per share.

Pursuant to Article 45 of the Brazilian Corporation Law and Article 10, sole paragraph, of TPAR's Bylaws, shareholders who exercise their right to withdraw will be entitled to a refund of their shares for the amount corresponding to the net equity value accounting of TPAR shares in accordance with the financial statements that served as the basis for the preparation of the Accounting Valuation Report (i.e. March 31, 2020).

Inform how to calculate the refund amount:

The reimbursement amount corresponds to the amount resulting from the division of TIM Participações' equity on March 31, 2020 by the number of shares issued by TIM Participações.

Inform whether shareholders will have the right to request a special balance sheet:

Yes. In view of the fact that the financial statements of TPAR used to calculate the reimbursement value exceed 60 (sixty) days from the date of the general meeting, pursuant to article 45, paragraph 2, of the Brazilian Corporation Law, the dissenting shareholders exercise their right to withdraw, they may request the drawing up of a special balance sheet for purposes of calculating the reimbursement amount.

If the reimbursement amount is determined by means of an evaluation, list the experts or specialized companies recommended by the administration:

The withdrawal right was calculated based on the financial statements of TPAR of March 31, 2020 (“Base Date”). Without prejudice, for the purposes of the merger, appraisal reports were prepared by the following specialized companies:

Valuation of the Merged Company's Equity at Book Value: APSIS Consultoria e Avaliação Ltda, a company registered with CNPJ / ME under nº 08.681.365.0001/30 and at CRC under nº 005112 / O-9, headquartered in the City and State of Rio de Janeiro , at Rua do Passeio, 62 - 6th floor CEP 20021-280.

Valuation of the Companies' Net Worth at Market Value: Apsis Consultoria Empresarial Ltda, a company registered with CNPJ / ME under nº 27.281.922 / 0001-70, headquartered in the City and State of Rio de Janeiro, at Rua do Passeio, nº 62 - 6th floor, Centro, CEP 20021-280.

In the event of merger, merger of shares or merger involving parent and subsidiary companies or under common control:

Calculate the share replacement ratios based on the equity value at market prices or other criteria accepted by the CVM:

In compliance with the provisions of Art. 264, Paragraph 3, of the Brazilian Corporation Law, the replacement ratio calculated based on the comparison of the net assets at market prices of the Companies on the Base Date is 0.175 (zero point one seven five) of share issued by TSA for each 1 (one) share issued by TPAR, pursuant to Clause 6.2 of the Merger Protocol and is described in the table below:

	TPAR	TSA
Value per share valued at market price	R$ 13.94	R$ 79.71
Replacement ratio based on the book value at market price (Art. 264 of the Brazilian Corporation Law)	0.175 TSA share for every 1 share of TIM Participações
Replacement ratio proposed for the Merger	1 TSA share for each 1 TIM Participações share

Inform whether the share replacement ratios provided for in the transaction protocol are less advantageous than those calculated in accordance with item 9 (a) above:

Bearing in mind that TSA is a wholly owned subsidiary of TPAR, the substitution ratio adopted in the Merger, whatever it may be, would result in the same economic and political effect for TPAR's shareholders, making it impossible to speak of a more or less exchange relationship. less advantageous. Without prejudice, the Replacement Ratio proposed to TPAR's shareholders, in accordance with Clause 4.3 of the Merger Protocol and Justification, gives TPAR's shareholders a greater number of TSA shares than would be attributed to them based on the comparison of assets of TPAR and TSA at market prices.

Therefore, pursuant to paragraph 3 of Article 264 of the Brazilian Corporation Law, shareholders dissenting from the deliberation of the Extraordinary General Meeting of TPAR that approves the Merger proposal will not have the option to exercise the right to withdraw based on the equity value equity at market prices of its shares, being entitled only to the repayment of its shares at the book value of TPAR.

Inform the refund amount calculated based on the equity value at market prices or other criteria accepted by the CVM

See item 9, points “a” and “b” above.

10.

Inform the equity value of each share calculated according to the last approved balance sheet:

The equity value of TPAR's common shares on the Base Date was R$ 9.33 (nine reais and thirty-three cents)] per share.

11.

Inform the quotation of each class or type of shares to which the recess is applied in the markets in which they are traded, identifying:

The following information refers to TPAR's registered common shares, traded on B3 - Bolsa, Brazil, Branch under the ticker TIMP3:

Minimum, average and maximum quotation of each year, in the last 3 (three) years:

R$	MIN	AVG	MAX
2017	7.17	9.88	12.31
2018	10.16	12.29	15.03
2019	10.20	11.85	15.57

ii.

Minimum, average and maximum quotation for each quarter, in the last 2 (two) years:

R$	MIN	AVG	MAX
1Q18	11.88	12.93	13.85
2Q18	11.98	13.30	15.03
3Q18	10.85	11.72	12.90
4Q18	10.16	11.19	12.01
1Q19	11.05	11.81	12.58
2Q19	10.20	11.03	12.08
3Q19	11.07	11.74	12.25
4Q19	11.16	12.84	15.57
1Q20	12.20	15.79	17.49
2Q20	12.20	13.46	14.75

iii.

Minimum, average and maximum price of each month, in the last 6 (six) months

R$	MIN	AVG	MAX
jan-20	15.67	16.36	17.02
feb-20	16.13	16.84	17.49
mar-20	12.20	14.37	17.20
apr-20	12.20	13.01	13.54
may-20	12.20	13.11	13.90
jun-20	13.51	14.23	14.75

iv.

Average price in the last 90 (ninety) days

R$	Average:
Last 90 days	13.79

3. Annex 20-A to CVM Instruction No. 481/09

Attachment to the Management Proposal for the EGM of August 31, 2020

Item 3

(Annex 20-A for purposes of CVM Instruction No. 481/09)

1.	Protocol and justification of the operation, pursuant to arts. 224 and 225 of Law No. 6,404, of 1976:

The Protocol and Justification for the Incorporation of TIM Participações S.A. (“TPAR” or “Incorporated”) by TIM S.A. (“TSA” or “Incorporator”) can be found in Item 10 of this Proposal, as well as being available to shareholders for consultation at TPAR's headquarters, on its investor relations website (www.tim.com.br/ri), and also on the electronic pages of B3 - Brasil, Bolsa, Balcão (www.b3.com.br) and CVM - Securities and Exchange Commission (www.cvm.gov.br) on the world wide web.

2.	Other agreements, contracts and pre-contracts regulating the exercise of voting rights or the transfer of shares issued by subsistent companies or resulting from the operation, filed at the company's headquarters or of which the company's controller is a party

Not applicable.

3.	Description of the operation, including:

Terms and conditions

The transaction consists of the proposal for the incorporation of TPAR by TSA, which, subject to the terms and conditions described in the Protocol (including the implementation of the suspensive condition described therein), will result in the extinction of the Merged Company with a version of all its equity for the Incorporator, as universal successor to all its assets, rights and obligations, without any continuity solution

The Merger has as main objective to make TSA's operational and financial structure more efficient, by reducing its corporate structure, thereby optimizing accounting and tax procedures with the consequent reduction in operating expenses.

The consummation of the Merger will be, under the terms of Article 125 of the Civil Code, subject to the verification of the approval of the request for listing of TSA's shares on the Novo Mercado.

Obligations to indemnify:

The managers of any of the companies involved:

Not applicable.

ii.

If the operation does not take place

Not applicable.

c. Comparative table of the rights, advantages and restrictions of the shares of the companies involved or resulting, before and after the operation

The Merger will not imply any modification of the rights currently attributed to TIM Participações shareholders in its Bylaws, especially with regard to the corporate governance rules provided for therein, given that the current TSA Bylaws were changed through the Meeting TSA Extraordinary General Meeting held on July 29, 2020, in order to substantially reflect the same provisions currently provided for in the Merged Company's Bylaws, including with regard to the mandatory provisions required by the Novo Mercado Regulation.

d. Possible need for approval by debenture holders or other creditors

Not applicable.

e. Active and passive elements that will form each portion of the equity, in the event of a spin-off

Not applicable.

f. Intention of companies resulting from obtaining registration as a securities issuer

TSA is a publicly-held company, Category A of the CVM and the TSA General Shareholders' Meeting held on July 29, 2020 approved the submission of the application for its adhesion to the special listing segment of B3's Novo Mercado, as well as the execution with B3 of the Agreement for the Adoption of Differentiated Corporate Governance Practices - Novo Mercado. The granting of the application for registration of TSA in the Novo Mercado segment of B3 is the Suspensive Condition of the Merger under the terms of the Protocol.

4.	Plans for conducting social business, especially with regard to specific corporate events that are intended to be promoted

The Incorporator will continue, after the consummation of the Merger, to operate in the telecommunications sector in Brazil, having as its main activities the provision of mobile voice and data services, broadband Internet access, value-added services and other services and products telecommunications.

The Incorporator will maintain its registration as a publicly-held company and list its shares in the special listing segment Novo Mercado of B3.

There is, on this date, no decision or plan by management regarding specific corporate events that are intended to be promoted after the consummation of the Merger.

5. Analysis of the following aspects of the operation:

a. Description of the main expected benefits, including:

Synergies

The intended corporate restructuring aims to provide greater efficiency and simplification of the TIM Group's organizational structure, through the integration of administrative and financial units, allowing the concentration and reduction of operating costs and other expenses, such as audit expenses, external consultants and control structures and approval levels, as well as the optimization of the tax burden.

ii.

Tax benefits

In addition to the synergies and administrative and managerial optimizations that will be provided, the implementation of the corporate reorganization will also bring: (i) the optimization of the tax burden, in relation to PIS and COFINS, since there will no longer be double taxation that, currently , falls on the flow of Interest on Equity payments between TIM Group companies, and there is now a single distribution stage, in which the aforementioned amounts will be paid directly by TIM SA in favor of its shareholders; and (ii) reduction of IRPJ and CSLL due, due to corporate expenses currently incurred by TIM Participações that will be consolidated in TSA.

iii.

Strategic advantages

The merger will also provide the TIM Group with numerous benefits of a non-tax nature, such as: (i) centralization and optimization of accounting, tax, financial, commercial and human resources activities; (ii) consolidation of contracts for the provision of external audit and consulting services; (iii) reduction of compliance expenses, resulting from the elaboration of accessory obligations required by law and the maintenance of regular commercial bookkeeping; and (iv) simplification of administrative activities (preparation of management reports, unification of payment processes to suppliers, availability management, board meetings, etc.).

Costs

The costs to operate the corporate reorganization, totaling approximately R$ 12.1 million, are related to legal, accounting and tax advisory fees; expenses arising from the listing process at B3 and the New York Stock Exchange - NYSE; and contractual expenses (financial and lease contracts).

Risk factors

As this is the merger of the parent company (TPAR) into its wholly-owned operating subsidiary (TSA), the mergers do not imply additional risks to its operations, its shareholders or other stakeholders.

d. As this is the merger of the parent company (TPAR) into its wholly-owned operating subsidiary (TSA), the mergers do not imply additional risks to its operations, its shareholders or other stakeholders

In the understanding of TPAR's management, considering, in short, that (i) the Merged Company is the Merging Company's sole shareholder; (ii) the objective of the operation is to rationalize and simplify the TIM Group's corporate structure in Brazil; (iii) with the merger of the Merged Company, tax savings will be experienced, as well as a reduction in combined operating costs and better use of the resources of the companies involved, which would not be possible in another operation; and (iv) the economic, tax, operational and organizational advantages would not be achieved through any other operation authorized by Brazilian law; TPAR management understands that there are no structural alternatives that result in obtaining the same advantages to be obtained with the Merger.

Replacement ratio

The ratio of replacement of TPAR shares by TSA shares will be in the proportion of 1:1.

f. In transactions involving parent companies, subsidiaries or companies under common control

Stock exchange ratio calculated in accordance with art. 264 of Law No. 6,404, of 1976

In compliance with the provisions of Art. 264, Paragraph 3, of Law 6,404 / 76, the replacement ratio calculated based on the comparison of the Companies' net assets at market prices is 0.175 (zero point one seven five) of share issued by TSA for each 1 (one) share issued by TPAR.

Bearing in mind that the Merging Company is a wholly owned subsidiary of the Merged Company, the substitution ratio adopted in the Merger, whatever it may be, would result in the same economic and political effect for TPAR's shareholders, and it is not possible to speak of an exchange relationship more or less advantageous. Without prejudice, the Replacement Ratio proposed to TPAR shareholders gives TPAR shareholders a greater number of TSA shares than would be attributed to them based on a comparison of TPAR and TSA's net assets at market prices.

Therefore, pursuant to Paragraph 3 of Article 264 of Law No. 6,404 / 76, shareholders dissenting from the deliberation of the Extraordinary General Meeting of TPAR that approves the Merger proposal will not have the option of exercising the right to withdraw based on the equity value equity at market prices of its shares, being entitled only to the repayment of its shares at the book value of TPAR.

ii.

Detailed description of the negotiation process for the replacement relationship and other terms and conditions of the transaction

The Exchange Ratio was determined based on the premise that, as TPAR is the sole shareholder of TSA, once the Merger is implemented, the current shareholders of TPAR should now hold in TSA the same number of shares and the same shareholding that they are now holders of TPAR, without their rights being negatively affected by the Merger

iii.

If the transaction has been preceded, in the last 12 (twelve) months, by an acquisition of control or acquisition of interest in a control block:

Comparative analysis of the replacement ratio and the price paid for the acquisition of control

Reasons that justify any differences in valuation in the different operations

Not applicable.

iv.

Justification of why the substitution relation is commutative, with a description of the procedures and criteria adopted to guarantee the commutability of the operation or, if the substitution relation is not commutative, details of the payment or equivalent measures adopted to ensure adequate compensation.

The Exchange Ratio was determined based on the premise that, since TIM Participações is the sole shareholder of TSA, once the Merger is implemented, the current shareholders of TIM Participações shall now hold in TSA the same number of shares and the same shareholding that they currently hold in TIM Participações, without their rights being negatively affected by the Merger.

6. Copy of the minutes of all meetings of the board of directors, fiscal council and special committees at which the transaction was discussed, including any dissenting votes

The copy of the minutes can be found on Item 12 of the Management Proposal

7. Copy of studies, presentations, reports, opinions, opinions or appraisal reports of the companies involved in the operation made available to the controlling shareholder at any stage of the operation

The Valuation Reports at Market Price and the Accounting Valuation Report can be found in Appendices I, II and III, to the Protocol, as well as being available to shareholders for consultation at the Company's headquarters, on its relationship website with investors, and also on the B3 and CVM websites on the world wide web, as mentioned in item 1 above.

7.1. Identification of possible conflicts of interest between financial institutions, companies and professionals who have prepared the documents mentioned in item 7 and the companies involved in the operation

Not applicable.

8. Draft statutes or statutory changes to companies resulting from the operation

The draft bylaws of TSA can be found in Item 7 of the Management Proposal

9. Financial statements used for the purposes of the transaction, under the terms of the specific standard

The valuations of the Companies' assets for the purposes of the Merger were carried out based on their Quarterly Information Forms (ITRs), with base date of March 31, 2020, can be found in Items 8 and 9 of the Management Proposal.

10. Pro-forma financial statements prepared for the purposes of the operation, pursuant to the specific standard

The pro forma financial statements can be found in Item Annex IV of the Protocol.

11. Document containing information on the companies directly involved that are not publicly-held companies, including:

a. Risk factors, pursuant to items 4.1 and 4.2 of the reference form

Not applicable. TIM Participações S.A. and TIM S.A. are public companies and all applicable information is available in the respective reference forms.

b. Description of the main changes in risk factors that occurred in the previous year and expectations regarding the reduction or increase in risk exposure as a result of the operation, pursuant to item 5.4 of the reference form

Not applicable. TIM Participações S.A. and TIM S.A. are public companies and all applicable information is available in the respective reference forms.

c. Description of its activities, pursuant to items 7.1, 7.2, 7.3 and 7.4 of the reference form

Not applicable. TIM Participações S.A. and TIM S.A. are public companies and all applicable information is available in the respective reference forms.

d. Description of the economic group, pursuant to item 15 of the reference form

Not applicable. TIM Participações S.A. and TIM S.A. are public companies and all applicable information is available in the respective reference forms.

e. Description of share capital, pursuant to item 17.1 of the reference form

Not applicable. TIM Participações S.A. and TIM S.A. are public companies and all applicable information is available in the respective reference forms.

12. Description of the capital and control structure after the transaction, pursuant to item 15 of the reference form

13. Number, class, type and type of the securities of each company involved in the transaction held by any other companies involved in the transaction, or by persons linked to those companies, as defined by the rules dealing with a public offering for the acquisition of shares

TIM S.A.:

Shareholder	Shares	%
TIM Participações S.A.	422,967,896	100
Total	422,967,896	100%

TIM Participações S.A.:

Shareholder	Shares	%
TIM Brasil Serviços e Participações S.A.	1,611,969,946	66.58
Acionistas minoritários	808,477,073	33.39
Ações em tesouraria	585,460	0.02
Total	2,421,032,479	100%

As informed in the Merger Protocol and Justification, in the event of variation in the number of shares issued by TPAR ex-treasury, the TSA Board of Directors shall, on the Merger effective date, register the new number of shares in which TSA's share capital is divided, with the corresponding amendment to Art. 5 of the Company's Bylaws being deferred, if necessary, to the first TSA general shareholders' meeting to be held after said registration

14. Exposure of any of the companies involved in the operation, or of persons related to them, as defined by the rules dealing with a public offering for the acquisition of shares, in derivatives referenced in securities issued by the other companies involved in the operation:

Not applicable.

15. Report covering all transactions carried out in the last 6 (six) months by the persons indicated below with securities issued by the companies involved in the operation:

a. Companies involved in the operation

i. Private purchasing operations

Not applicable.

ii. Private sales operations

Not applicable.

iii. Buying operations in regulated markets

Not applicable.

iv. Sales operations in regulated markets

Not applicable.

b. Parties related to companies involved in the operation

Private purchasing operations

Not applicable.

ii.

Private sales operations

Not applicable.

iii.

Buying operations in regulated markets

Not applicable.

iv. Sales operations in regulated markets

Not applicable.

16. Document through which the Special Independent Committee submitted its recommendations to the Board of Directors, if the transaction was negotiated under the terms of CVM Guidance Opinion 35, of 2008:

Not applicable.

4. Annex 21 to CVM Instruction No. 481/09

5. Copy of the work proposal and appraiser's remuneration (APSIS)

6. Information of art. 11 of ICVM 481 (to/from the Bylaws)

PROPOSAL OF AMENDMENT TO TIM S.A.’S BY-LAWS
COMPARATIVE TABLE

BY-LAWS (AS IS)

BY-LAWS (TO BE)

Changes – Origin, Justification and Analysis of Effects

CHAPTER I THE COMPANY’S CHARACTERISTICS
SECTION 1º - TIM S.A. (the “Company”) is a publicly held company, governed by these By-laws and by the applicable legislation.	UNCHANGED
SECTION 2º - The Company is headquartered and its forum is based in the city and State of Rio de Janeiro. The Company, upon resolution of its Board of Officers, may establish or amend the headquarter’s address, as well as open, transfer, or close branches, agencies, warehouses, offices and any other establishments anywhere in Brazil or abroad.	UNCHANGED
SECTION 3º - The purpose of the Company is to:	UNCHANGED
I. Implement, expand, operate and provide any kind of electronic communications services and their contents, under the applicable legislation;	UNCHANGED
II. Build, manage, implement, execute, operate and provide maintenance services, or commercialize infrastructure for private or third-parties use;	UNCHANGED

PROPOSAL OF AMENDMENT TO TIM S.A.’S BY-LAWS
COMPARATIVE TABLE

III. Commercialize goods, provide services, develop activities and practice any acts and/or legal transactions, direct or indirectly, or which are complementary, related or bounded to the services or activities stated in the corporate purpose; and	UNCHANGED
IV. Hold interest in the capital of other business or non-business companies.	UNCHANGED
Sole Paragraph - Without prejudice to the development of new services or activities, the Company may, among other activities:	UNCHANGED
i. Commercialize, rent, lend, provide installation and/or maintenance services to the necessary or useful goods related to the services provision stated in the corporate purpose, such as, handsets, electronic devices, computers and others, its accessories and replacement parts;	UNCHANGED
ii. Promote, import and export necessary goods and services related to the execution of the activities stated in the corporate purpose;	UNCHANGED
iii. Provide administrative, consulting, advisory and planning services;	UNCHANGED
iv. Provide services and/or develop activities related to the internet of things, artificial intelligence and others;	UNCHANGED

PROPOSAL OF AMENDMENT TO TIM S.A.’S BY-LAWS
COMPARATIVE TABLE

v. Provide services regarding information technology and internet, such as, licensing services or assignment of right of use computer programs, technical support services, including installation, configuration, development and maintenance of programs, of computing systems and database, and processing of data services;	UNCHANGED
vi. Provide services of information security, of monitoring and of georeferencing;	UNCHANGED
vii. Provide marketing and advertising campaign support and marketing services of its own or third parties, including, the activities of preparing and sending offers, advertising materials and publicity to clients, through any physical or virtual medium;	UNCHANGED
viii. Provide commercial representation and insurance representative services;	UNCHANGED
ix. Provide services to financial institutions, including correspondent banking, under the applicable legislation, such as, but not restricted to: (i) receipt and forwarding of proposals for the opening of deposit and savings accounts held by the contracting institution; (ii) receipt and forwarding of proposals for credit and leasing operations granted to the contracting institution, as well as other monitoring services; and (iii) receipt and forwarding of proposals for the supply of credit cards under the responsibility of contracting institution;	UNCHANGED
x. Buy, sell or disclose, through any kind of electronic communication, digital goods or assets, such as, e-books, audiobooks, journals and others;	UNCHANGED

PROPOSAL OF AMENDMENT TO TIM S.A.’S BY-LAWS
COMPARATIVE TABLE

xi. Promote charging and data management services;	UNCHANGED
xii. Engage in any other activities related or akin to the previous items.	UNCHANGED
SECTION 4º - The duration term of the Company is indeterminate.	UNCHANGED
CHAPTER II CAPITAL STOCK
SECTION 5º - The subscribed and fully-paid capital stock is of thirteen billion, four hundred seventy-six million, one hundred seventy-one thousand, seven hundred sixty four reais and eighty seven cents (R$ 13,476,171,764,87) divided into four hundred and twenty-two million, nine hundred and sixty-seven thousand and eight hundred and ninety-six (422,967,896) common shares, all nominative, book-entry and with no-par value.	SECTION 5º - The subscribed and fully-paid capital stock is of thirteen billion, four hundred and seventy-seven million, eight hundred and ninety thousand, five hundred and seven reais and fifty-five cents (R$13,477,890,507.55)thirteen billion, four hundred seventy-six million, one hundred seventy-one thousand, seven hundred sixty four Brazilian and eighty seven cents (R$ 13,476,171,764,87) divided into 2,420,447,019 (two billion, four hundred and twenty million, four hundred and forty-seven thousand and nineteen) four hundred and twenty-two million, nine hundred and sixty-seven thousand and eight hundred and ninety-six(422,967,896) common shares, all nominative, book-entry and with no-par value.	Adjustment to reflect the Company’s Capital Stock after the Merger.
SECTION 6° - Each common share corresponds to 1 (one) vote in the Shareholders’ Meeting resolutions.	UNCHANGED
SECTION 7º - The Company is authorized to increase the capital stock upon resolution of the Board of Directors, irrespective of an amendment to these By-laws, up to a limit of four billion, four hundred and fifty thousand million (4,450,000,000) common shares.	UNCHANGED

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Paragraph 1º - Within the limits of the authorized capital set forth in the caput section of Section 7, the Company may, upon the Board of Directors’ resolutions, grant stock options or subscription of shares to its officers, employees or any individuals that render services to the Company or its, directly or indirectly, controlled companies, as per the plan approved by the General Shareholders’ Meeting.	UNCHANGED
Paragraph 2º - Within the limits of the authorized capital set forth in the caput of Section 7, the Board of Directors may decide on the issuance of convertible debentures.	UNCHANGED
SECTION 8º - The shares of Company shall be book entry shares and shall be kept in a deposit account, at a financial institution, on behalf of their holders, with no issuance of share certificates. The depository institution may charge shareholders for the cost of transferring their shares, as provided in Section 35, paragraph 3^rd of Law no. 6,404, of December 15^th, 1976 (“Law 6,404/76”).	UNCHANGED
CHAPTER III SHAREHOLDERS’ MEETING
SECTION 9º - The Shareholders’ Meeting is the ruling body of the Company, with authority to decide on all business concerning its corporate purpose and take the actions deemed convenient to the protection and development of the Company.	UNCHANGED

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SECTION 10 – The following are exclusive powers of the Shareholders’ Meeting:	UNCHANGED
I. To amend the By-Laws;	UNCHANGED
II. To decide on the appraisal of assets given by shareholders to pay up capital stock;	UNCHANGED
III. To decide on the Company’s transformation, merger, take-over and split-up, its dissolution and liquidation, to appoint and remove liquidators and appreciate their accounts;	UNCHANGED
IV. To suspend the rights of shareholders that do not comply with their duties imposed by law, by these By-laws or by the Novo Mercado Listing Rules (the “Novo Mercado Rules”) disclosed by B3 S.A. – Brasil, Bolsa, Balcão (“B3”);	UNCHANGED
V. To elect and remove, at any time, the members of the Board of Directors and the members of the Fiscal Council;	UNCHANGED
VI. To determine the global or individual compensation of the members of the Board of Directors, Board of Officers and members of the Fiscal Council;	UNCHANGED
VII. To take, annually, the accounts of the management and decide about the financial statements submitted by the management;	UNCHANGED

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VIII. To decide whether the Company shall file a civil liability law suit against the management for losses in the Company’s assets, as provided in section 159 of Law no. 6,404/76;	UNCHANGED
IX. To resolve in accordance with all provisions set forth in any law, the By-laws or the Novo Mercado Rules about capital stock increase by means of subscription of new shares, and on the issuance of any other bonds or securities, whether in Brazil or abroad as provided in the paragraph 1 of section 7 and whenever the limit of the authorized capital has been attained; and	UNCHANGED
X. To previously approve the execution of loan agreements, management agreements and technical support services agreements, between the Company or its controlled companies, on the one side, and the controlling shareholder or its controlled companies, affiliated or under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, after prior assessment of the Statutory Audit Committee to the effect that the terms and conditions of the agreement in question are in compliance with standards normally adopted in the market for transactions of the same nature between independent parties.	UNCHANGED

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Sole Paragraph. The reimbursement amount due to dissenting shareholders, who exercise the right of withdrawal in the cases provided for in the Law No. 6,404/76, is determined by dividing the value of net equity, as provided in the latest financial statements approved by the Shareholders’ Meeting, by the total number of shares issued by the Company, excluding treasury shares.	UNCHANGED
SECTION 11 – The Shareholders’ Meeting shall be convened by the Board of Directors, represented by its Chairman, and may also be convened as provided under the sole paragraph of section 123 of Law no. 6,404/76.	UNCHANGED
SECTION 12 – The Shareholders’ Meeting shall be opened and presided over by the Company’s Chief Executive Officer or by the Chairman of the Board of Directors, or by an attorney-in-fact expressly appointed by the Company’s Chief Executive Officer or by the Chairman of the Board of Directors, with specific authority for such purpose. The Chairman of the Shareholders’ Meeting shall appoint the Secretary.	UNCHANGED

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Paragraph 1º - In order to prove the shareholder status, it will be observed the provision of section 126 of Law no. 6,404/76; holders of uncertified or deposited shares shall deposit with the Company’s head-office, no later than two (2) working days before the Shareholders’ Meeting, their identity document and respective proxy, when needed, and the receipt/statement issued by the depository institution, issued no later than five (5) working days before the Shareholders’ Meeting.	UNCHANGED
Paragraph 2º - Notwithstanding the provision above, the shareholder who attends to the Shareholders’ Meeting with the referred documents in the paragraph 1º above, until the opening of the Meeting, may participate and vote, even though the documents have not been presented before.	UNCHANGED
SECTION 13 – The Shareholders’ Meeting proceedings and resolutions shall be recorded in minutes, signed by the presiding board and the shareholders attending the meeting that represent, at least, the majority required for passing resolutions.	UNCHANGED
Paragraph 1º - The minutes shall be recorded as a summary of facts, including dissents and protests.	UNCHANGED
Paragraph 2º - Except as otherwise decided by the Meeting, the minutes shall be published without the shareholders’ signatures.	UNCHANGED
SECTION 14 – Annually, within the first four months following the end of the fiscal year, an annual Shareholders’ Meeting shall be convened to:	UNCHANGED
(i) Take the management accounts; examine, discuss and vote the financial statements;	UNCHANGED

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(ii) Decide on the uses to which the net profits of the fiscal year should be put and on the distribution of dividends; and	UNCHANGED
(iii) Elect the members of the Fiscal Council and, when applicable, the members of the Board of Directors.	UNCHANGED
SECTION 15 – The Shareholders’ Meeting shall be convened, extraordinarily, whenever the Company’s interests so require.	UNCHANGED
SECTION 16 – The shareholders shall exercise their voting rights in the Company’s interests.	UNCHANGED
CHAPTER IV COMPANY MANAGEMENT
SECTION I GENERAL RULES
SECTION 17 – The Company shall be managed by the Board of Directors and by the Board of Officers.	UNCHANGED
Paragraph 1º - The Board of Directors, as a decision body, shall carry out the high management of the Company.	UNCHANGED

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Paragraph 2º - The Board of Executive Officers is the Company’s representative and executive body, and each one of its members shall act within his/her respective scope of authority, provided that the limits set forth in sections 10, 22 and 32 of these By-laws are observed.	UNCHANGED
Paragraph 3º - The duties and powers vested by law on each management body cannot be assigned to another.	UNCHANGED
Paragraph 4º - The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive officer of the Company shall not be held by the same manager cumulatively.	UNCHANGED
Paragraph 5º - The members of the Board of Directors and of the Board of Officers are released from providing a pledge as guarantee of their term of office.	UNCHANGED
SECTION 18 – Managers will take office by signing an instrument of appointment recorded in the Book of the Minutes of the Board of Directors or Board of Officers’ Meetings, as the case may be.	UNCHANGED
Sole Paragraph. The members of the Board of Directors and of the Board of Officers shall take office only after the execution of the term of office, which shall encompass his/her subjection to the arbitration clause referred to in Section 49 of these By-laws, pursuant to any the applicable legal requirements.	UNCHANGED

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SECTION 19 – At the taking of office, the Company’s Managers shall sign, in addition to the instrument of appointment, a statement pursuant to which they shall adhere to the terms of the Company’s Policies and Code of Ethics and Conduct.	UNCHANGED
SECTION 20 – In addition to the events of death, resignation, dismissing and other events provided for in the law, the position shall become vacant whenever the manager fails to sign the terms of office provided in these By-laws within the thirty (30) days as of his/her election, everything with no just cause, at the discretion of the Board of Directors.	UNCHANGED
Paragraph 1º - The resignation from the position of manager shall be made upon written communication to the body integrated by the resigning member, and it shall become effective as of such moment to the Company and, to any third parties, after the filling of the document of resignation with the Board of Trade and its publication.	UNCHANGED
Paragraph 2º - Should any position in the Board of Directors be vacant, including the position of Chairman of the Board of Directors, the other Board members, upon decision of the majority of members, shall appoint an alternate member, who shall remain in office until the next Shareholders’ Meeting. The alternate elected by the Shareholders’ Meeting shall remain in office for the remaining period of the replaced member’s term of office.	UNCHANGED

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Paragraph 3º - The members of the Board of Directors shall be replaced in the event of absence or impediment by a proxy duly appointed insofar as such proxy is a member of the Board of Directors.	UNCHANGED
SECTION 21 – Managers shall serve a unified term of two (2) years, with reelection allowed.	UNCHANGED
Sole Paragraph. The terms of office of the Managers shall be extended until the instatement of their elected successors.	UNCHANGED
SECTION II BOARD OF DIRECTORS
SECTION 22 – In addition to the duties provided by law, the Board of Directors is responsible for:	UNCHANGED
i. Approving and following up the Company’s annual budget and the Company’s goals actions plan and business strategy plan for the period covered by the budget of the Company and of its controlled companies;	UNCHANGED

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ii. Deciding on the issuance of shares and convertible debentures, within the limits of the authorized capital stock as per Section 7 of the present By-laws, as well as non-convertible debentures, and the Board of Directors may also exclude the preemptive rights or reduce the term for its exercise in the issuance of shares and convertible debentures which are placed for sale in the Stock Exchange or by public subscription or exchange for shares in a public tender offer for the acquisition of control under the terms set forth by law and the applicable legislation;	UNCHANGED
iii. Authorizing the issue of commercial papers for public offering;	UNCHANGED
iv. Deciding, when so empowered by the Shareholders’ Meeting, on the conditions for the issue of debentures, the maturity date and conditions, amortization or redemption, the date and conditions for interest payment, profit sharing and refund premium, if any, and the form of subscription or placement, as well as the other types of debentures;	UNCHANGED
v. Authorizing the purchase of shares issued by the Company, for the purposes of cancellation or holding them in treasury and subsequent sale;	UNCHANGED
vi. Deciding on the approval of a program of depository receipts issued by the Company;	UNCHANGED
vii. Deciding on the purchase or sale, in whole or partially, by the Company or by its controlled companies, of interest in the capital stock of other companies, as well as of participation in joint venture that requires the incorporation of a new company;	UNCHANGED

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viii. Authorizing the Exchange of shares and other securities, as well as the waiver of preemptive rights to the subscription of shares, debentures convertible into shares or subscription bonus issued by the controlled companies;	UNCHANGED
ix. Authorizing the incorporation or liquidation of subsidiary companies or controlled companies;	UNCHANGED
x. Authorizing the Company, as well as its controlled companies and affiliates, to enter into, amend or terminate shareholders’ agreements;	UNCHANGED
xi. Deciding on the submission to the General Shareholders’ Meeting of loan agreements, management agreements and technical support services agreements between the Company or its controlled companies, on one side, and the controlling shareholder or its controlled companies, affiliated, under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, subject to the provisions in Section 10, item xiii, of these By-Laws;	UNCHANGED

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xii. Decide on the execution of agreements of any nature, except for those mentioned in Section 10, item x, of these By-laws, between the Company or its controlled companies, on one side, and the controlling shareholder or its controlled companies, affiliated or under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, involving amounts equal to or exceeding R$ 50,000,000.00 (fifty million Reais), after prior assessment of the Company’s Statutory Audit Committee to the effect that the terms and conditions of the agreement in question are in compliance with standards normally adopted in the market for transactions of the same nature between independent parties;	UNCHANGED
xiii. Decide on the execution of agreements by the Company or by its controlled companies of loans, financing or other transactions implying indebtedness to the Company or its controlled companies, whose total value is higher than R$500,000,000.00 (five hundred million Reais). Letter of bank guarantees or guarantees of any nature, hired by the Company or its controlled companies, to ensure judicial or administrative proceedings, are excepted;	UNCHANGED
xiv. Decide on the execution of agreements by the Company, or by its controlled companies, for the purchase of assets or services, whose total value exceeds R$500,000,000.00 (five hundred million Reais);	UNCHANGED

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xv. Decide on the sale, donation, assignment, or encumbrance of any assets or rights classified in the non-current assets of the Company or its subsidiaries or controlled companies, whose original acquisition value, or in its absence, the market value, exceeds R$50,000,000.00 (fifty million Reais);	UNCHANGED
xvi. Decide on the granting of secured or personal guaranty by the Company in favor of third parties, controlled companies included, over the amount of R$50,000,000.00 (fifty million Reais), except for any guarantees in favor of (i) employees of the Company or its controlled companies with respect to residential rental agreements, in the event of relocation at the request of the Company; and (ii) controlled or affiliated companies with respect to rental agreements for establishments, stores or commercial points;	UNCHANGED
xvii. Authorize the execution by the Company, or by its subsidiaries or controlled companies, of agreements, judicial or extrajudicial, Conduct Adjustment Agreement or any similar instruments, which result in the assumption of financial obligations, to do or not to do, the donation of goods or services, and / or the waiver of rights, whenever the total amount involved exceeds R$50,000,000.00 (fifty million Reais), and whose main objective is (i) to avoid the filing of new lawsuits, (ii) to remove or suspend the application of penalties and / or the imposition of restrictions by the competent authorities, or (iii) to close litigations in progress;	UNCHANGED

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xviii. Decide on policies or equivalent documents, to be observed by all officers, members of the Fiscal Council, of the Statutory Audit Committee, and employees of the Company, and of its controlled companies, related to: (a) functional conduct guided by ethical and moral standards (Code of Ethics and Conduct of the Company); (b) the Company's sustainability practices; (c) management compensation; (d) appointment of members of the Board of Directors, its advisory committees, and the Board of Officers; (e) risk management; (f) transactions with related parties; (g) conflict of interests; and (h) trading in the Company's securities;	UNCHANGED
xix. Decide on the performance of non-profit acts, for the benefit of employees or the community whenever the value involved is greater than R$2,000,000.00 (two million Reais);	UNCHANGED
xx. Approving the Company’ supplementary pension plan and that of its controlled companies;	UNCHANGED

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xxi. Electing and dismissing, at any time, the Officers, including the Chief Executive Officer, determining their specific titles, duties and scopes of authority in compliance with the provisions of these By-laws, and also approving the assignment of new duties to Officers and any amendment to the composition and the duties of the members of the Board of Officers;	UNCHANGED
xxii. Dividing the total global remuneration amount established by the Shareholders’ Meeting among the Directors and Officers of the Company, as the case may be;	UNCHANGED
xxiii. Approve its internal rulings, as well as the internal rulings of its advisory committees;	UNCHANGED
xxiv. Approve the Board of Officers’ internal rulings, with its respective organizational structure;	UNCHANGED
xxv. Appointing the Company's representatives in the management of its controlled companies;	UNCHANGED
xxvi. Electing or dismissing the independent auditors responsible for providing audit services on the Company’s financial statements, after assessment and opinion issued by the Statutory Audit Committee;	UNCHANGED

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xxvii. Rendering an prior and grounded opinion for or against any tender offer for the acquisition of shares issued by the Company to be disclosed until fifteen (15) days prior to the publication of the tender offer call notice that shall address, at least,: (i) the convenience and opportunity of the tender offer regarding the interest of the overall shareholders also related to the price and potential impacts for the liquidity of shares; (ii) the repercussions of the tender offer on the Company’s interests; (iii) the strategic plans disclosed by the offeror with regard to the Company; (iv) the options to the acceptance of the tender offer for the acquisition of shares available in the market; and (v) other points the Board of Directors consider pertinent, as well as the information required by the applicable rules set forth by CVM;	UNCHANGED
xxviii. Decide on any subject or proposal to be submitted to the Shareholders’ Meeting and to resolve on its convening, whenever it is necessary;	UNCHANGED
xxix. review, annually, the corporate governance program, in order to improve it;	UNCHANGED
xxx. decide on independent auditors’ annual work plan, after prior assessment of the Statutory Audit Committee of the Company;	UNCHANGED
xxxi. Performing any other activities assigned to it by the Shareholders' Meeting; and	UNCHANGED
xxxii. Deciding the cases not provided for herein and performing other duties not assigned to another body by law or by these By-laws.	UNCHANGED
Sole Paragraph - The Board of Directors may establish differentiated levels of authority for the Board of Officers and down the hierarchical structure of the Company’s administrative organization, always observing the provisions of these By-Laws.	UNCHANGED

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SECTION 23 – The Board of Directors is comprised of at least five (5) and at most nineteen (19) permanent members.	UNCHANGED
Paragraph 1º – At least two (2) or twenty percent (20%) of the members of the Board of Directors, which is higher, shall be Independent Directors, as per the definition of the Novo Mercado Rules, and shall also be considered independent the Director(s) elected as provided in paragraphs 4 and 5 of Section 141 of Law 6,404/76 and in paragraph 3 of Section 16 of Novo Mercado Rules.	UNCHANGED
Paragraph 2º – Whenever the membership percentage results in a fraction, as a result of the compliance with the percentage set forth in the above paragraph, the number will be rounded up to the immediate following whole number, under the Novo Mercado Rules.	UNCHANGED
Paragraph 3º – The qualification as Independent Directors shall be resolved in the Shareholders’ Meeting that elects them and expressly recorded in its Minutes.	UNCHANGED
SECTION 24 – The Directors shall be elected and dismissible by the Shareholders’ Meeting, and the Board of Directors shall appoint, among them, its Chairman.	UNCHANGED

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Paragraph 1º - The member of the Board of Directors shall have a spotless reputation; and except as waived by the Shareholders’ Meeting, the following may not be elected: (i) those who hold positions in companies that might be considered competitors to the Company; or (ii) those who have or represent conflicting interest with that of the Company. Directors shall not be entitled to exercise voting rights or have access to information or take part in Board of Directors’ Meetings in case of impediments specified in this Paragraph 1º, derived from supervening or unknown event, at the time of their elections.	UNCHANGED
Paragraph 2º - Pursuant to Section 156, of Law no. 6,404/76, the right to vote shall not be exercised in the circumstances where there is a conflict of interest with that of the Company.	UNCHANGED
SECTION 25 – The Board of Directors shall meet regularly at least six (6) and up to twelve (12) times per year, and whenever called for a special meeting by its Chairman, by any 2 (two) Directors or by the Company’s Chief Executive Officer.	UNCHANGED
Paragraph 1º - The call notices shall be sent by mail or e-mail, delivered at least 7 (seven) days in advance, except in the cases of evident urgency, at the sole discretion of the Chairman of the Board. The call notice shall specify the agenda.	UNCHANGED

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Paragraph 2º - The members of the Board are authorized to participate through video and/or audio conferences, everything with no prejudice to the effectiveness of the decisions made. Votes by letter, e-mail or registered through the corporate governance system or any other formal means of communications are allowed as well, as long as they are received by the Chairman of the Board of Directors or the alternate thereto until the time of the respective meeting.	UNCHANGED
Paragraph 3º - The Chairman of the Board of Directors may invite to attend the meetings of the body any other members of the Board of Officers, other Company’s high ranked employees, as well as any third parties that may contribute with opinions or recommendations related to the matter to be decided on by the Board of Directors. The individuals invited to attend the meetings of the Board shall not be entitled to vote.	UNCHANGED
SECTION 26 – The Board of Directors decisions shall be passed by majority of votes, with the presence of the majority of the Directors; and in the event of draw, the Chairman shall be entitled to the deciding vote.	UNCHANGED

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Sole Paragraph - Minutes shall be drawn up to record the meetings of the Board of Directors, which minutes shall be signed by all Directors that attended such meeting and by the Secretary of the meeting.	UNCHANGED
Subsection I Committees of The Board of Directors
SECTION 27 – The Board of Directors, for its advice, may create technical and advisory committees, on a permanent basis or not, whenever it deems necessary.	UNCHANGED
Sole Paragraph. The Board of Directors shall establish the rules applicable to its committees, including rules on authorities, composition, term of office, compensation, operation and scope.	UNCHANGED
SECTION 28 – The Company shall have a Statutory Audit Committee, an advisory body directly under the Board of Directors.	UNCHANGED
Paragraph 1° – The Statutory Audit Committee shall adopt its own Internal Regulations, approved by the Board of Directors, which shall provide in detail on its functions and on its operational procedures, observing the legislation in force and the rules issued by the regulatory bodies of the financial market and of the stock exchanges where the Company’s securities are listed.	UNCHANGED

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Paragraph 2° – The Statutory Audit Committee shall operate permanently and shall be composed of at least 3 (three) and no more than 5 (five) members, appointed by the Board of Directors, for a term of office of 2 (two) years, which shall coincide with the term of office of the members of the Board of Directors, and their appointment shall be limited to a maximum period of 10 (ten) years.	UNCHANGED
Paragraph 3º – In compliance with the rules issued by the regulatory bodies of the financial market: (i) at least 1 (one) of the independent members of the Board of Directors shall also be a member of the Statutory Audit Committee; (ii) at least 1 (one) member of the Statutory Audit Committee shall have recognized experience in matters of corporate accounting; (iii) all members of the Statutory Audit Committee shall be independent members; and (iv) all its members shall meet the requirements provided for in Section 147 of Law 6,404/76.	UNCHANGED
Paragraph 4° - The same member of the Statutory Audit Committee may accumulate both characteristics referred to in items (i) and (ii) of Paragraph 3^rd above.	UNCHANGED

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Paragraph 5° – Persons who are or have been, in last the 5 (five) years, members of management or employees of the Company, or of its controlled, parent or affiliated companies, or of companies under common control, directly or indirectly, or technical professionals in charge of teams involved in the Company's audit work, or their spouses, relatives through lineal or collateral kinship up to the third degree, and through affinity up to the second degree, shall be prohibited from being members of the Statutory Audit Committee.	UNCHANGED
Paragraph 6° – The Statutory Audit Committee shall have one coordinator elected by the majority of its members, whose activities and duties shall be determined in the Statutory Audit Committee's Internal Regulations.	UNCHANGED
Paragraph 7° – The Statutory Audit Committee shall meet whenever necessary, but at least every two months, so that the accounting information of the Company may always be reviewed by such body before their disclosure.	UNCHANGED
SECTION 29 - The Statutory Audit Committee, among other functions that may be assigned to such body by the Board of Directors or by the applicable regulation, shall be responsible for:	UNCHANGED
I. issuing its opinion on the hiring and dismissal of the independent auditor responsible for the audit services on the financial statements, as well as any other services, whether or not they are audit services;	UNCHANGED

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II. analyzing the annual work plan, discussing the result of the activities performed, the revisions made and assessing the performance of the independent auditors;	UNCHANGED
III. supervising the activities of the independent auditors with the purposes of assessing their independence, the quality and the adequacy of the services provided to the Company, including, to the extent allowed by the legislation, assisting in the solution of any divergences between the management and the independent auditors with respect to the presentation of the financial statements;	UNCHANGED
IV. supervising the activities performed by the internal audit, analyzing, for such purpose, the annual work plan, discussing the result of the activities performed, the revisions made and assessing the performance of the internal auditors;	UNCHANGED

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V. supervising and analyzing the effectiveness, quality and integrity of the internal control mechanisms, in order to, among other things, monitor compliance with provisions related to: (i) presentation of the financial statements, including the quarterly financial information and other interim statements; and (ii) the information and measurements disclosed based on adjusted accounting data and on non-accounting data, which add elements that are not provided for in the structure of the usual reports of the financial statements;	UNCHANGED
VI. to have tools for receiving and treatment of information about non-compliance with legal and regulatory provisions applicable to the Company, in addition to internal regulations and codes, including provision for specific procedures to protect the provider and confidentiality of information;	UNCHANGED
VII. analyzing whistleblower reports, anonymous or otherwise, related to any accounting, internal controls or audit matters, received by the Company, as well as suggesting the measures that may be taken;	UNCHANGED
VIII. examining, assessing and issuing its opinion, previously, on whether the agreements to be executed between the Company or its controlled companies, on one side, and the controlling shareholder or its controlled companies, affiliated or under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, comply with the standards normally adopted in the market in transactions of the same nature between independent parts, based on the material submitted by the Company's management, and the Statutory Audit Committee may request additional clarifications or opinions of independent third parties, whenever it deems necessary;	UNCHANGED

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IX. preparing summarized annual report, to be presented together with the financial statements, containing the description of: (a) its activities, the results and conclusions reached and the recommendations made; and (b) any situations in which there are significant divergences among the Company's management, the independent auditors and the Statutory Audit Committee with respect to the Company's financial statements;	UNCHANGED
X. assessing and monitoring the risk exposures of the Company, being authorized to request detailed information on policies and procedures related to: (a) the compensation of the management; (b) the use of the Company's assets; and (c) the expenses incurred on behalf of the Company;	UNCHANGED
XI. evaluating, monitoring and recommending to the Management the correction or improvement of the Company's internal policies, including the policy of transactions with related parties; and	UNCHANGED
XII. evaluating the quarterly information, interim statements and financial statements.	UNCHANGED
Sole Paragraph. The Statutory Audit Committee, by means of resolution passed by the majority of its members, may hire external consultants, including independent auditors and lawyers, to assist it in the fulfillment of its duties and responsibilities.	UNCHANGED

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SECTION 30 - The Statutory Audit Committee shall have operational autonomy and budgetary endowment, within the limits approved by the Board of Directors and in accordance with proposal prepared by the Statutory Audit Committee itself, to conduct or determine the conduction of inquiries, assessments and investigations within the scope of its activities, and it may hire, for such purpose, independent external specialists.	UNCHANGED
SECTION III BOARD OF EXECUTIVE OFFICERS
SECTION 31 – The Board of Executive Officers, who may or may not be shareholders themselves, shall be comprised of a minimum of three (3) and a maximum of twelve (12) members. All Officers shall be elected by the Board of Directors, which may dismiss them at any time. Among the Officers, shall be entitled, necessarily, the Chief Executive Officer, the Chief Financial Officer, the Investor Relations Officer and the Legal Officer, and the others shall be entitled as established by the Board of Directors.	UNCHANGED
Paragraph 1º - In the case of a vacant Officer position, the Board of Directors shall elect a new Officer or an alternate to fill it in for the unexpired term of mandate.	UNCHANGED

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Paragraph 2º - In the absence or temporary incapacity of any Officer, an alternate Officer shall be appointed by the Chief Executive Officer or, in the event of his/her incapacity, by majority decision of the Officers.	UNCHANGED
SECTION 32 – Pursuant to the provisions of Section 143, paragraph 2º of Law 6,404/76, it is incumbent upon the Board of Officers, acting as a decision body:	UNCHANGED
i. Approve the proposals, plans and projects to be submitted to the Board of Directors and/or the Shareholders’ Meeting;	UNCHANGED
ii. Decide on the execution of agreements of any nature, except for those mentioned in Section 10, item xiii of these By-laws, between the Company or its controlled companies, on one side, and the controlling shareholder or its controlled companies, affiliated or under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, with a value under R$50,000,000.00 (fifty million Reais), after prior assessment of the Company’s Statutory Audit Committee to the effect that the terms and conditions of the agreement in question are in compliance with standards normally adopted in the market for transactions of the same nature between independent parties;	UNCHANGED

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iii. Decide on the participation of the Company or its controlled companies in any association and, once it does not require the incorporation of a company, in any joint venture, consortium or any similar structure;	UNCHANGED
iv. Decide on the appointment of the Company and its controlled companies' representatives in other companies or associations in which they participate;	UNCHANGED
v. Decide on the execution of agreements by the Company or by its controlled companies of loans, financing or other transactions implying indebtedness to the Company or its controlled companies, whose total value is equal to or lower than R$500,000,000.00 (five hundred million Reais). Letter of bank guarantees or guarantees of any nature, hired by the Company or its controlled companies, to ensure judicial or administrative proceedings, are excepted;	UNCHANGED
vi. Decide on the execution of agreements by the Company, or by its controlled companies, for the purchase of assets or services, whose total value is equal to or lower than R$500,000,000.00 (five hundred million Reais);	UNCHANGED

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vii. Decide on the sale, donation, assignment, or encumbrance of any assets or rights classified in the non-current assets of the Company or its subsidiaries or controlled companies, whose original acquisition value, or in its absence, the market value, is equal to or lower than R$50,000,000.00 (fifty million Reais);	UNCHANGED
viii. Decide on the granting of secured or personal guaranty by the Company in favor of third parties, controlled companies included, equal to or lower than R$50,000,000.00 (fifty million Reais) and over the amount of R$10,000,000.00 (ten million Reais), except for any guarantees in favor of (i) employees of the Company or its controlled companies with respect to residential rental agreements, in the event of relocation at the request of the Company; and (ii) controlled or affiliated companies with respect to rental agreements for establishments, stores or commercial points;	UNCHANGED
ix. Authorize the execution by the Company, or by its subsidiaries or controlled companies, of agreements, judicial or extrajudicial, Conduct Adjustment Agreement or any similar instruments, which result in the assumption of financial obligations, to do or not to do, the donation of goods or services, and / or the waiver of rights, whenever the total amount involved exceeds R$10,000,000.00 (ten million Reais), and whose main objective is (i) to avoid the filing of new lawsuits, (ii) to remove or suspend the application of penalties and / or the imposition of restrictions by the competent authorities, or (iii) to close litigations in progress;	UNCHANGED

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x. Decide on the performance of non-profit acts, for the benefit of employees or the community whenever the value involved is equal to or lower than R$2,000,000.00 (two million Reais);	UNCHANGED
xi. Approve the execution of collective agreements by the Company or its controlled companies; and	UNCHANGED
xii. Establish financial thresholds to be applied down the hierarchical structure of the Company’s administrative organization, based on the limits defined in these By-laws, for the practice of acts and execution of agreements, and those that may be approved for the Company's Board of Officers and attorneys-in-fact by the Board of Directors.	UNCHANGED
Paragraph 1º - The Chief Executive Officer shall, among other attributions, coordinate the activities of the Officers and conduct the execution of the Company’s Management, as follows:	UNCHANGED
i. To guarantee the effectiveness and the proper operation of the Board of Officers;	UNCHANGED
ii. To organize and coordinate, with collaboration of the Secretary, the agenda of the meetings;	UNCHANGED
iii. To convene, directly or through the Secretary collaboration, the Board of Officers’ Meetings;	UNCHANGED

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iv. To install and chair the Board of Officers’ Meetings;	UNCHANGED
v. To coordinate the discussions and resolutions taken in the Board of Officers’ Meetings, promoting participation of all members in decision-making process, observing your independent position and being responsible for the proper operation of the meetings;	UNCHANGED
vi. To combine the Board of Officers’ activities with the interests of the Company, its shareholders and related parties; and	UNCHANGED
vii. To address to the Board of Directors’ Chairman doubts and information requirements of the members of the Board of Officers, in order to facilitate and organize the communication with the Board of Directors.	UNCHANGED
Paragraph 2º - The Investor Relations Officer shall, among other activities, the following attribution:	UNCHANGED
i. To guarantee the relationship with the national and international financial community, ensuring compliance with the obligations of capital market regulators where the company's shares are listed.	UNCHANGED
Paragraph 3º - The Chief Financial Officer shall, among other activities, the following attribution:	UNCHANGED

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i. To ensure financial, administrative, economic-managerial and tax procedures.	UNCHANGED
Paragraph 4º - The Legal Officer shall, among other activities, the following attribution:	UNCHANGED
i. To ensure the Company's tutelage and legal support, except for tax matters.	UNCHANGED
SECTION 33 – The Board of Officers shall meet whenever convened by the Chief Executive Officer or by 2 (two) members of the Board of Officers.	UNCHANGED
Paragraph 1º - The call notices for the meetings of the Board of Officers shall be made by mail or e-mail, delivered at least 2 (two) days in advance, except in the cases of evident urgency, at the sole discretion of the Chief Executive Officer. The call notice shall be waived when all Officers are present.	UNCHANGED
Paragraph 2º - The members of the Board of Officers are authorized to participate through video and/or audio conferences, everything with no prejudice to the effectiveness of the decisions made. Votes by letter, e-mail or registered through the corporate governance system or any other formal means of communications are allowed as well, as long as they are received by the Chief Executive Officer or the alternate thereto until the time of the respective meeting.	UNCHANGED

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Paragraph 3º – The decisions of the Board of Officers shall be made by majority of votes of the Officers, and the Chief Executive Officer shall be entitled to the deciding vote in the event of draw.	UNCHANGED
Paragraph 4º - The meetings of the Board of Officers shall be recorded in minutes, which shall be signed by the attending Officers and by the Secretary.	UNCHANGED
SECTION 34 – The Chief Executive Officer, acting severally, is vested with full powers to practice any and every act and sign any and every document on behalf of the Company, provided that the limits set forth by Sections 10, 22 and 32 of these By-laws and under the law are observed.	UNCHANGED
Paragraph 1º - The Board of Directors is responsible for determining the scope of authority of each one of the other Officers, as well as the value up to which they are authorized to perform acts and sign documents on behalf of the Company, provided that the limits set forth in Sections 10, 22 and 32 of these By-laws and under the law are observed.	UNCHANGED
Paragraph 2º - Without prejudice of the provisions in the caput and in paragraph 1º of this Section, any of the Company’s Officers may act severally in matters within the levels of authority established by the Board of Directors, as well as representing the Company before third parties, including federal, state and local government agencies.	UNCHANGED

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SECTION 35 – Provided that the limits set forth in Sections 10, 22, 32 and 34 of these By-laws, in the levels of authority established by the Board of Directors and in the law are observed, the Company shall be represented and shall be validly bound by the act or signature of:	UNCHANGED
i. any Officer, acting individually;	UNCHANGED
ii. 2 (two) attorneys acting jointly; or	UNCHANGED
iii. a single attorney, acting individually, as long as the respective power of attorney has been signed (a) by 2 (two) Officers, one of them necessarily being the Chief Executive Officer, or (b) by 3 (three) Officers acting jointly;	UNCHANGED
Paragraph 1º - The powers of attorney granted by the Company shall be signed by one Officer, except for power of attorney instruments that grant powers for the grantee to act individually, which shall observe the provisions in item III of the caput of this Section, observing the relevant levels of authority established by these By-laws.	UNCHANGED

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Paragraph 2º – The powers of attorney granted by the Company shall specify the powers granted and shall be valid for a maximum of 1 (one) year, except for those for judicial purposes, which shall be granted for an indeterminate term. The delegation of powers of attorney ad negotia is prohibited.	UNCHANGED
SECTION 36 – The Board of Officers shall manage the Company strictly complying with the provisions of these By-laws and the applicable legislation, and the members thereof are not allowed to, jointly or severally, practice any act strange to the Company’s corporate purposes.	UNCHANGED
CHAPTER V FISCAL COUNCIL
SECTION 37 - The Fiscal Council is the body responsible for the surveillance of the Company’s management acts and of information to shareholders and shall be operated permanently.	UNCHANGED
SECTION 38 - The Fiscal Council shall be comprised of 3 (three) to 5 (five) permanent members and each one shall have an alternate, shareholders or not, elected by the Shareholders’ Meeting.	UNCHANGED

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Paragraph 1º – The members of the Fiscal Council shall be independent, and for such, they shall comply with the following requirements: (i) not be or not have been in the past 3 (three) years an employee or manager of the Company or any company controlled thereby or under the common control therewith; and (ii) not receive any remuneration, either directly or indirectly, from the Company or from a company controlled thereby or under the common control therewith, except for the remuneration as member of the Fiscal Council. Individuals who are not qualified as independent, as provided for in this paragraph 1, may not be elected for the Fiscal Council.	UNCHANGED
Paragraph 2º – The members of the Fiscal Council, effective or alternate, shall take office after the execution of the term of office, which shall encompass their subjection to the arbitration clause referred to in Section 49 of these By-Laws and the compliance with any applicable legal requirements.	UNCHANGED
Paragraph 3º – The term of office of the Fiscal Council’s members shall end at the first Annual Shareholders' Meeting following the respective election, reelection being allowed. The members of the Fiscal Council shall remain in office until their successors are installed.	UNCHANGED
Paragraph 4º – The members of the Fiscal Council, in their first meeting, shall elect their Chairman, charged with effecting that body’s resolutions.	UNCHANGED
Paragraph 5º – The Fiscal Council may request the Company to appoint qualified staff to provide it clerical and technical support.	UNCHANGED

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Paragraph 6º– Upon their installation, the members of the Fiscal Council shall sign, in addition to the instrument of taking of office, a statement whereby they shall abide by the internal rules of the Fiscal Council, the Company’s Policies and Code of Ethics and Conduct as well as a statement certifying that they are not under any hindrance, as provided for in the Internal Rules of the Fiscal Council.	UNCHANGED
SECTION 39 – In addition to the duties provided for at law, the Fiscal Council shall deliberate on its own Internal Rules.	UNCHANGED
SECTION 40 – The Fiscal Council shall meet regularly every quarter, and specially whenever needed.	UNCHANGED
Paragraph 1º – The meetings shall be convened by the Chairman of the Fiscal Council or by 2 (two) of its members or by the Company’s Chief Executive Officer, and they shall be established upon the attendance of the majority of its members.	UNCHANGED
Paragraph 2º – The Fiscal Council’s resolutions shall be passed by majority vote, the majority of its members being present, and the dissenting member of the Fiscal Council shall state his/her dissenting opinion on the meeting minutes and shall inform it to the managing corporate bodies and to the Shareholders’ Meeting.	UNCHANGED

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SECTION 41 – The members of the Fiscal Council shall be replaced in their absence or incapacity by their respective alternates.	UNCHANGED
SECTION 42 – In addition to the events of death, resignation, removal and others provided by law, a position shall become vacant when the member of the Fiscal Council fails to appear, for no good reason, at 2 (two) consecutive meetings or 3 (three) non-consecutive meetings in a fiscal year.	UNCHANGED
Paragraph 1º – In the event a position in the Fiscal Council becomes vacant, the replacement shall be effected as provided under Section 41 above.	UNCHANGED
Paragraph 2º – If a position in the Fiscal Council becomes vacant and there is no alternate to be called to serve for the remaining term of office, a Shareholders' Meeting shall be convened to elect the alternate.	UNCHANGED
SECTION 43 – The remuneration of the members of the Fiscal Council shall be determined by the Annual Shareholders' Meeting electing them, and for each acting member it shall not be less than one tenth of the average remuneration paid to each member of the Board of Officers, not counting profit sharing.	UNCHANGED

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Sole Paragraph. The acting alternate shall be entitled to the member's remuneration for the replacement period, counted month by month, on which case the permanent member shall not receive the monthly remuneration.	UNCHANGED
SECTION 44 – As suggested by the Fiscal Council, the Company’s Shareholders’ Meeting shall set aside, on an annual basis, a reasonable amount to pay the expenses incurred by the Fiscal Council, which shall be incurred pursuant to the budget approved by the majority of its members.	UNCHANGED
Paragraph 1º – The Company’s management shall take the actions required for the Company to bear all costs and expenses as approved by the Fiscal Council, provided that the limit established by the Company’s Shareholders’ Meeting is observed.	UNCHANGED
Paragraph 2º – The Fiscal Council, upon decision of the majority of its members, may hire external consultants, including independent auditors and lawyers, to assist it in complying with its duties and assignments, provided that the annual budgetary limit determined by the Shareholders’ Meeting is observed, as provided in the caput of this Section.	UNCHANGED
CHAPTER VI FISCAL YEAR AND FINANCIAL STATEMENTS
SECTION 45 – The fiscal year shall last one year, starting on January 1^st (first) of each year and ending on the last day of the month of December.	UNCHANGED

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SECTION 46 – The Management shall submit to the Annual Shareholders’ Meeting together with the financial statements, a proposal for employee profit sharing and for the destinations of the net income of the year.	UNCHANGED
Paragraph 1º - The net income shall have the following destination:	UNCHANGED
(i) 5% (five percent) for the legal reserve, up to 20% (twenty percent) of the paid-up capital; and	UNCHANGED
(ii) 25% (twenty-five percent) of the net income, restated pursuant to items II and III of section 202 of Law no. 6,404/76 shall be distributed as mandatory minimum dividend to all shareholders	UNCHANGED
Paragraph 2º – The net income balance not allocated to the payment of the mandatory minimum dividend shall be allocated to a supplementary reserve for the expansion of corporate business, including, but not limited to: investments in infrastructure, and in the development of products and services. The reserve provided in this Paragraph 2º shall not exceed 80% (eighty percent) of the capital stock. Once that limit is reached, the Shareholders’ Meeting shall decide on the destination of the balance, either distribution to shareholders or capitalization.	UNCHANGED

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Paragraph 3º - The management may pay or credit interest on capital as provided under paragraph 7, of Section 9 of Law No. 9,249/95 and applicable laws and regulations, which can be deducted from the mandatory dividends under Section 202 of Law No. 6,404/76, including on the basis of interim financial statements, half-yearly, quarterly or monthly, provided under these By-laws, by resolution of the Board of Directors.	UNCHANGED
Paragraph 4º - The authorization stated in the paragraph 3º above, is equally applied in case of any declaration of dividends or interest on capital stock, account of retained earnings or account of profit reserves existing.	UNCHANGED
Paragraph 5º - Dividends not received or claimed within a period of 3 (three) years, counting from the date they were made available to the shareholder, shall be reverted to the Company.	UNCHANGED
CHAPTER VII LIQUIDATION
SECTION 47 – The Company shall be liquidated in the cases provided by law, or upon decision of the Shareholders’ Meeting, which shall determine the method of liquidation, elect the liquidator and install the Fiscal Council for the liquidation period, electing its members and determining their respective remuneration.	UNCHANGED

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CHAPTER VIII

DISPOSAL OF CORPORATE CONTROL

SECTION 48 – The disposal of corporate control, directly or indirectly, through as sole transaction or as successive ones, shall be conclude under a condition that the Buyer of the Company’s Control undertakes to make a public tender offer to acquire all shares, issued by the Company owned by the other shareholders, and this public tender offer must comply with terms and conditions set forth in the statutory laws and regulations in force and the Novo Mercado Rules, so as to warrant that shareholders shall be given the same treatment as the transferor.

UNCHANGED

CHAPTER IX

ARBITRATION

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SECTION 49 – The Company, its Shareholders, Managers and The Fiscal Council members, effective or alternate, if applicable, shall refer to arbitration before the Market Arbitration Panel, according its regulations, any controversies that may arise among them, with relation to or origin on the condition of issuer, shareholders, officers and members of the Fiscal Council, in particular, derived from the provisions set forth in the Law nº 6,385/76, Law nº 6,404/76, Company’s By-laws, rules enacted by the National Monetary Council, the Central Bank of Brazil and Securities and Exchange Commission of Brazil as well as in any other applicable rules to the functioning of the overall capital markets, in addition to the rules set forth in the Novo Mercado Rules, other B3 regulations and the Novo Mercado Agreement.	UNCHANGED
CHAPTER X DELISTING OF THE COMPANY OF NOVO MERCADO LISTING SEGMENT
SECTION I GENERAL PROVISIONS
SECTION 50 – The Company’s delisting of Novo Mercado listing segment may occur, pursuant to Sections II and III below, according to:	UNCHANGED
I. the decision of the controlling shareholder or of the Company;	UNCHANGED
II. the non-compliance with obligations under the Novo Mercado Rules; and	UNCHANGED
III. the cancellation of the Company's publicly-held registration or the conversion of the CVM registration category, in which case the provisions set forth in the legislation and regulations in force shall be observed.	UNCHANGED
SECTION II VOLUNTARY DELISTING OF THE COMPANY

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SECTION 51 – The voluntary delisting from the Novo Mercado listing segment will only be granted by B3, if it is preceded by a public tender offer for the acquisition of shares that observes the procedures provided in CVM instructions for cancellation of registration as a publicly held company and in the Novo Mercado Rules.	UNCHANGED
Sole Paragraph. The voluntary delisting from the Novo Mercado listing segment may occur regardless of the public tender offer for the acquisition of shares mentioned above in the event of dismissal approved by the Shareholders’ Meeting, in accordance with the Novo Mercado Rules.	UNCHANGED
SECTION III COMPULSORY DELISTING OF THE COMPANY
SECTION 52 – The application of penalty for compulsory delisting from the Novo Mercado listing segment depends on a public tender offer for the acquisition of shares with the same characteristics as the public tender offer for the acquisition of shares as a result of voluntary delisting from the Novo Mercado listing segment, as provided in Section 51 above.	UNCHANGED

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Sole Paragraph. In the event of not reaching the percentage level equivalent to 1/3 (one third) of the outstanding shares, after the public tender offer for acquisition of shares, the shares issued by the Company will still be traded for a period of 6 (six) months in that segment, counted from the auction of the public tender offer for the acquisition of shares, without prejudice to the application of a financial penalty.	UNCHANGED
CHAPTER XI CORPORATE RESTRUCTURING
SECTION 53 - In the event of a corporate restructuring that involves the transfer of the Company's shareholding base, the resulting companies shall request admission to the Novo Mercado listing segment within 120 (one hundred and twenty) days from the date of the Shareholders’ Meeting that resolved on the said restructuring.	UNCHANGED
Sole Paragraph. In the event that the restructuring involves resulting companies that do not intend to request admission to the Novo Mercado listing segment, the majority of the holders of the outstanding shares of the Company present at the Shareholders’ Meeting shall agree to this corporate structure.	UNCHANGED
CHAPTER XII TEMPORARY PROVISIONS
SECTION 54 – Upon the Company’s admission to the Novo Mercado Rules of B3 S.A. - Brasil, Bolsa, Balcão (“Novo Mercado” and “B3”, respectively):	UNCHANGED

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I. The Company, its shareholders, including controlling shareholders, Senior Managers and members of the Fiscal Council, as installed, shall be subject to the provisions of the Novo Mercado Rules;	UNCHANGED
II. The capitalized terms in the present By-laws that have not been defined herein shall have the meaning attributed to them in the Novo Mercado Rules; and	UNCHANGED
III. The provisions of the Novo Mercado Rules shall supersede statutory provisions, in case of harm to the rights of addressees of the public tender offers provided for herein.	UNCHANGED
SECTION 55 – The approval by the Company, through its representatives, of the merger, split-up, takeover or dissolution of its controlled companies shall be preceded by an economic-financial analysis by an internationally acknowledged independent company, that shall confirm equitable treatment is being provided to all companies involved, and to the shareholders of which shall be granted ample access to the report on that analysis.	UNCHANGED
SECTION 56 – These By-laws shall be interpreted in good faith. The shareholders and the Company shall act, in their relationship, with the strictest good faith, subjectively and objectively.	UNCHANGED

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SECTION 57 – The effectiveness of the provisions established in the items (iv) and (ix) of Paragraph 1º and 2º, of Section 23, and in the Sections 27, 28, 29 and 30, Chapters VIII, IX, X and XI, and in the Section 54 of these By-Laws are subject, upon suspensive condition, to the granting of Company’s registration as a issuer with B3 and to the submission to Novo Mercado Rules.	UNCHANGED
SECTION 58 – This instrument is governed by the laws of Federative Republic of Brazil.	UNCHANGED

7. Consolidated Bylaws

CONT. MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF

TIM S.A

August 31^st, 2020

TIM S.A.

Publicly-Held Company

CNPJ/ME nº 02.421.421/0001-11

NIRE 333.0032463-1

ANNEX I

BY-LAWS

CHAPTER I

THE COMPANY’S CHARACTERISTICS

SECTION 1º - TIM S.A. (the “Company”) is a publicly held company, governed by these By-laws and by the applicable legislation.

SECTION 2º - The Company is headquartered and its forum is based in the city and State of Rio de Janeiro. The Company, upon resolution of its Board of Officers, may establish or amend the headquarter’s address, as well as open, transfer, or close branches, agencies, warehouses, offices and any other establishments anywhere in Brazil or abroad.

SECTION 3º - The purpose of the Company is to:

i. Implement, expand, operate and provide any kind of electronic communications services and their contents, under the applicable legislation;

ii. Build, manage, implement, execute, operate and provide maintenance services, or commercialize infrastructure for private or third-parties use;

iii. Commercialize goods, provide services, develop activities and practice any acts and/or legal transactions, direct or indirectly, or which are complementary, related or bounded to the services or activities stated in the corporate purpose; and

iv. Hold interest in the capital of other business or non-business companies.

CONT. MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF

TIM S.A

August 31^st, 2020

Sole Paragraph - Without prejudice to the development of new services or activities, the Company may, among other activities:

i. Commercialize, rent, lend, provide installation and/or maintenance services to the necessary or useful goods related to the services provision stated in the corporate purpose, such as, handsets, electronic devices, computers and others, its accessories and replacement parts;

ii. Promote, import and export necessary goods and services related to the execution of the activities stated in the corporate purpose;

iii. Provide administrative, consulting, advisory and planning services;

iv. Provide services and/or develop activities related to the internet of things, artificial intelligence and others;

v. Provide services regarding information technology and internet, such as, licensing services or assignment of right of use computer programs, technical support services, including installation, configuration, development and maintenance of programs, of computing systems and database, and processing of data services;

vi. Provide services of information security, of monitoring and of georeferencing;

vii. Provide marketing and advertising campaign support and marketing services of its own or third parties, including, the activities of preparing and sending offers, advertising materials and publicity to clients, through any physical or virtual medium;

viii. Provide commercial representation and insurance representative services;

ix. Provide services to financial institutions, including correspondent banking, under the applicable legislation, such as, but not restricted to: (i) receipt and forwarding of proposals for the opening of deposit and savings accounts held by the contracting institution; (ii) receipt and forwarding of proposals for credit and leasing operations granted to the contracting institution, as well as other monitoring services; and (iii) receipt and forwarding

CONT. MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF

TIM S.A

August 31^st, 2020

of proposals for the supply of credit cards under the responsibility of contracting institution;

x. Buy, sell or disclose, through any kind of electronic communication, digital goods or assets, such as, e-books, audiobooks, journals and others;

xi. Promote charging and data management services;

xii. Engage in any other activities related or akin to the previous items.

SECTION 4º - The duration term of the Company is indeterminate.

CHAPTER II

CAPITAL STOCK

SECTION 5º - The subscribed and fully-paid capital stock is of thirteen billion, four hundred and seventy-seven million, eight hundred and ninety thousand, five hundred and seven reais and fifty-five cents (R$13,477,890,507.55) divided into 2,420,447,019 (two billion, four hundred and twenty million, four hundred and forty-seven thousand and nineteen) common shares, all nominative, book-entry and with no-par value.

SECTION 6° - Each common share corresponds to 1 (one) vote in the Shareholders’ Meeting resolutions.

SECTION 7º - The Company is authorized to increase the capital stock upon resolution of the Board of Directors, irrespective of an amendment to these By-laws, up to a limit of four billion, four hundred and fifty thousand million (4,450,000,000) common shares.

Paragraph 1º - Within the limits of the authorized capital set forth in the caput section of Section 7, the Company may, upon the Board of Directors’ resolutions, grant stock options or subscription of shares to its officers, employees or any individuals that render services to the Company or its, directly or indirectly, controlled companies, as per the plan approved by the General Shareholders’ Meeting.

CONT. MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF

TIM S.A

August 31^st, 2020

Paragraph 2º - Within the limits of the authorized capital set forth in the caput of Section 7, the Board of Directors may decide on the issuance of convertible debentures.

SECTION 8º - The shares of Company shall be book entry shares and shall be kept in a deposit account, at a financial institution, on behalf of their holders, with no issuance of share certificates. The depository institution may charge shareholders for the cost of transferring their shares, as provided in Section 35, paragraph 3rd of Law no. 6,404, of December 15th, 1976 (“Law 6,404/76”).

CHAPTER III

SHAREHOLDERS’ MEETING

SECTION 9º - The Shareholders’ Meeting is the ruling body of the Company, with authority to decide on all business concerning its corporate purpose and take the actions deemed convenient to the protection and development of the Company.

SECTION 10 – The following are exclusive powers of the Shareholders’ Meeting:

I. To amend the By-Laws;

II. To decide on the appraisal of assets given by shareholders to pay up capital stock;

III. To decide on the Company’s transformation, merger, take-over and split-up, its dissolution and liquidation, to appoint and remove liquidators and appreciate their accounts;

IV. To suspend the rights of shareholders that do not comply with their duties imposed by law, by these By-laws or by the Novo Mercado Listing Rules (the “Novo Mercado Rules”) disclosed by B3 S.A. – Brasil, Bolsa, Balcão (“B3”);

V. To elect and remove, at any time, the members of the Board of Directors and the members of the Fiscal Council;

VI. To determine the global or individual compensation of the members of the Board of Directors, Board of Officers and members of the Fiscal Council;

CONT. MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF

TIM S.A

August 31^st, 2020

VII. To take, annually, the accounts of the management and decide about the financial statements submitted by the management;

VIII. To decide whether the Company shall file a civil liability law suit against the management for losses in the Company’s assets, as provided in section 159 of Law no. 6,404/76;

IX. To resolve in accordance with all provisions set forth in any law, the By-laws or the Novo Mercado Rules about capital stock increase by means of subscription of new shares, and on the issuance of any other bonds or securities, whether in Brazil or abroad as provided in the paragraph 1 of section 7 and whenever the limit of the authorized capital has been attained; and

X. To previously approve the execution of loan agreements, management agreements and technical support services agreements, between the Company or its controlled companies, on the one side, and the controlling shareholder or its controlled companies, affiliated or under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, after prior assessment of the Statutory Audit Committee to the effect that the terms and conditions of the agreement in question are in compliance with standards normally adopted in the market for transactions of the same nature between independent parties.

Sole Paragraph - The reimbursement amount due to dissenting shareholders, who exercise the right of withdrawal in the cases provided for in the Law No. 6,404/76, is determined by dividing the value of net equity, as provided in the latest financial statements approved by the Shareholders’ Meeting, by the total number of shares issued by the Company, excluding treasury shares.

SECTION 11 – The Shareholders’ Meeting shall be convened by the Board of Directors, represented by its Chairman, and may also be convened as provided under the sole paragraph of section 123 of Law no. 6,404/76.

SECTION 12 – The Shareholders’ Meeting shall be opened and presided over by the Company’s Chief Executive Officer or by the Chairman of the Board of Directors, or by an

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attorney-in-fact expressly appointed by the Company’s Chief Executive Officer or by the Chairman of the Board of Directors, with specific authority for such purpose. The Chairman of the Shareholders’ Meeting shall appoint the Secretary.

Paragraph 1º - In order to prove the shareholder status, it will be observed the provision of section 126 of Law no. 6,404/76; holders of uncertified or deposited shares shall deposit with the Company’s head-office, no later than two (2) working days before the Shareholders’ Meeting, their identity document and respective proxy, when needed, and the receipt/statement issued by the depository institution, issued no later than five (5) working days before the Shareholders’ Meeting.

Paragraph 2º - Notwithstanding the provision above, the shareholder who attends to the Shareholders’ Meeting with the referred documents in the paragraph 1º above, until the opening of the Meeting, may participate and vote, even though the documents have not been presented before.

SECTION 13 – The Shareholders’ Meeting proceedings and resolutions shall be recorded in minutes, signed by the presiding board and the shareholders attending the meeting that represent, at least, the majority required for passing resolutions.

Paragraph 1º - The minutes shall be recorded as a summary of facts, including dissents and protests.

Paragraph 2º - Except as otherwise decided by the Meeting, the minutes shall be published without the shareholders’ signatures.

SECTION 14 – Annually, within the first four months following the end of the fiscal year, an annual Shareholders’ Meeting shall be convened to:

(i) Take the management accounts; examine, discuss and vote the financial statements;

(ii) Decide on the uses to which the net profits of the fiscal year should be put and on the distribution of dividends; and

(iii) Elect the members of the Fiscal Council and, when applicable, the members of the Board of Directors.

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SECTION 15 – The Shareholders’ Meeting shall be convened, extraordinarily, whenever the Company’s interests so require.

SECTION 16 – The shareholders shall exercise their voting rights in the Company’s interests.

CHAPTER IV

COMPANY MANAGEMENT

SECTION I

GENERAL RULES

SECTION 17 – The Company shall be managed by the Board of Directors and by the Board of Officers.

Paragraph 1º - The Board of Directors, as a decision body, shall carry out the high management of the Company.

Paragraph 2º - The Board of Executive Officers is the Company’s representative and executive body, and each one of its members shall act within his/her respective scope of authority, provided that the limits set forth in sections 10, 22 and 32 of these By-laws are observed.

Paragraph 3º - The duties and powers vested by law on each management body cannot be assigned to another.

Paragraph 4º - The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive officer of the Company shall not be held by the same manager cumulatively.

Paragraph 5º - The members of the Board of Directors and of the Board of Officers are released from providing a pledge as guarantee of their term of office.

SECTION 18 – Managers will take office by signing an instrument of appointment recorded in the Book of the Minutes of the Board of Directors or Board of Officers’ Meetings, as the case may be.

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Sole Paragraph - The members of the Board of Directors and of the Board of Officers shall take office only after the execution of the term of office, which shall encompass his/her subjection to the arbitration clause referred to in Section 49 of these By-laws, pursuant to any the applicable legal requirements.

SECTION 19 – At the taking of office, the Company’s Managers shall sign, in addition to the instrument of appointment, a statement pursuant to which they shall adhere to the terms of the Company’s Policies and Code of Ethics and Conduct.

SECTION 20 – In addition to the events of death, resignation, dismissing and other events provided for in the law, the position shall become vacant whenever the manager fails to sign the terms of office provided in these By-laws within the thirty (30) days as of his/her election, everything with no just cause, at the discretion of the Board of Directors.

Paragraph 1º - The resignation from the position of manager shall be made upon written communication to the body integrated by the resigning member, and it shall become effective as of such moment to the Company and, to any third parties, after the filling of the document of resignation with the Board of Trade and its publication.

Paragraph 2º - Should any position in the Board of Directors be vacant, including the position of Chairman of the Board of Directors, the other Board members, upon decision of the majority of members, shall appoint an alternate member, who shall remain in office until the next Shareholders’ Meeting. The alternate elected by the Shareholders’ Meeting shall remain in office for the remaining period of the replaced member’s term of office.

Paragraph 3º - The members of the Board of Directors shall be replaced in the event of absence or impediment by a proxy duly appointed insofar as such proxy is a member of the Board of Directors.

SECTION 21 – Managers shall serve a unified term of two (2) years, with reelection allowed.

Sole Paragraph - The terms of office of the Managers shall be extended until the instatement of their elected successors.

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SECTION II

BOARD OF DIRECTORS

SECTION 22 – In addition to the duties provided by law, the Board of Directors is responsible for:

i. Approving and following up the Company’s annual budget and the Company’s goals actions plan and business strategy plan for the period covered by the budget of the Company and of its controlled companies;

ii. Deciding on the issuance of shares and convertible debentures, within the limits of the authorized capital stock as per Section 7 of the present By-laws, as well as non-convertible debentures, and the Board of Directors may also exclude the preemptive rights or reduce the term for its exercise in the issuance of shares and convertible debentures which are placed for sale in the Stock Exchange or by public subscription or exchange for shares in a public tender offer for the acquisition of control under the terms set forth by law and the applicable legislation;

iii. Authorizing the issue of commercial papers for public offering;

iv. Deciding, when so empowered by the Shareholders’ Meeting, on the conditions for the issue of debentures, the maturity date and conditions, amortization or redemption, the date and conditions for interest payment, profit sharing and refund premium, if any, and the form of subscription or placement, as well as the other types of debentures;

v. Authorizing the purchase of shares issued by the Company, for the purposes of cancellation or holding them in treasury and subsequent sale;

vi. Deciding on the approval of a program of depository receipts issued by the Company;

vii. Deciding on the purchase or sale, in whole or partially, by the Company or by its controlled companies, of interest in the capital stock of other companies, as well as of participation in joint venture that requires the incorporation of a new company;

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viii. Authorizing the Exchange of shares and other securities, as well as the waiver of preemptive rights to the subscription of shares, debentures convertible into shares or subscription bonus issued by the controlled companies;

ix. Authorizing the incorporation or liquidation of subsidiary companies or controlled companies;

x. Authorizing the Company, as well as its controlled companies and affiliates, to enter into, amend or terminate shareholders’ agreements;

xi. Deciding on the submission to the General Shareholders’ Meeting of loan agreements, management agreements and technical support services agreements between the Company or its controlled companies, on one side, and the controlling shareholder or its controlled companies, affiliated, under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, subject to the provisions in Section 10, item xiii, of these By-Laws;

xii. Decide on the execution of agreements of any nature, except for those mentioned in Section 10, item x, of these By-laws, between the Company or its controlled companies, on one side, and the controlling shareholder or its controlled companies, affiliated or under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, involving amounts equal to or exceeding R$ 50,000,000.00 (fifty million Reais), after prior assessment of the Company’s Statutory Audit Committee to the effect that the terms and conditions of the agreement in question are in compliance with standards normally adopted in the market for transactions of the same nature between independent parties;

xiii. Decide on the execution of agreements by the Company or by its controlled companies of loans, financing or other transactions implying indebtedness to the Company or its controlled companies, whose total value is higher than R$500,000,000.00 (five hundred million Reais). Letter of bank guarantees or guarantees of any nature, hired by the Company or its controlled companies, to ensure judicial or administrative proceedings, are excepted;

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xiv. Decide on the execution of agreements by the Company, or by its controlled companies, for the purchase of assets or services, whose total value exceeds R$500,000,000.00 (five hundred million Reais);

xv. Decide on the sale, donation, assignment, or encumbrance of any assets or rights classified in the non-current assets of the Company or its subsidiaries or controlled companies, whose original acquisition value, or in its absence, the market value, exceeds R$50,000,000.00 (fifty million Reais);

xvi. Decide on the granting of secured or personal guaranty by the Company in favor of third parties, controlled companies included, over the amount of R$50,000,000.00 (fifty million Reais), except for any guarantees in favor of (i) employees of the Company or its controlled companies with respect to residential rental agreements, in the event of relocation at the request of the Company; and (ii) controlled or affiliated companies with respect to rental agreements for establishments, stores or commercial points;

xvii. Authorize the execution by the Company, or by its subsidiaries or controlled companies, of agreements, judicial or extrajudicial, Conduct Adjustment Agreement or any similar instruments, which result in the assumption of financial obligations, to do or not to do, the donation of goods or services, and / or the waiver of rights, whenever the total amount involved exceeds R$50,000,000.00 (fifty million Reais), and whose main objective is (i) to avoid the filing of new lawsuits, (ii) to remove or suspend the application of penalties and / or the imposition of restrictions by the competent authorities, or (iii) to close litigations in progress;

xviii. Decide on policies or equivalent documents, to be observed by all officers, members of the Fiscal Council, of the Statutory Audit Committee, and employees of the Company, and of its controlled companies, related to: (a) functional conduct guided by ethical and moral standards (Code of Ethics and Conduct of the Company); (b) the Company's sustainability practices; (c) management compensation; (d) appointment of members of the Board of Directors, its advisory committees, and the Board of Officers; (e) risk management; (f) transactions with related parties; (g) conflict of interests; and (h) trading in the Company's securities;

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xix. Decide on the performance of non-profit acts, for the benefit of employees or the community whenever the value involved is greater than R$2,000,000.00 (two million Reais);

xx. Approving the Company’ supplementary pension plan and that of its controlled companies;

xxi. Electing and dismissing, at any time, the Officers, including the Chief Executive Officer, determining their specific titles, duties and scopes of authority in compliance with the provisions of these By-laws, and also approving the assignment of new duties to Officers and any amendment to the composition and the duties of the members of the Board of Officers;

xxii. Dividing the total global remuneration amount established by the Shareholders’ Meeting among the Directors and Officers of the Company, as the case may be;

xxiii. Approve its internal rulings, as well as the internal rulings of its advisory committees;

xxiv. Approve the Board of Officers’ internal rulings, with its respective organizational structure;

xxv. Appointing the Company's representatives in the management of its controlled companies;

xxvi. Electing or dismissing the independent auditors responsible for providing audit services on the Company’s financial statements, after assessment and opinion issued by the Statutory Audit Committee;

xxvii. Rendering an prior and grounded opinion for or against any tender offer for the acquisition of shares issued by the Company to be disclosed until fifteen (15) days prior to the publication of the tender offer call notice that shall address, at least,: (i) the convenience and opportunity of the tender offer regarding the interest of the overall shareholders also related to the price and potential impacts for the liquidity of shares; (ii) the repercussions of the tender offer on the Company’s interests; (iii) the strategic plans disclosed by the offeror with regard to the Company; (iv) the options to the acceptance of the tender offer for the acquisition of shares available in the market; and (v) other points

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the Board of Directors consider pertinent, as well as the information required by the applicable rules set forth by CVM;

xxviii. Decide on any subject or proposal to be submitted to the Shareholders’ Meeting and to resolve on its convening, whenever it is necessary;

xxix. review, annually, the corporate governance program, in order to improve it;

xxx. decide on independent auditors’ annual work plan, after prior assessment of the Statutory Audit Committee of the Company;

xxxi. Performing any other activities assigned to it by the Shareholders' Meeting; and

xxxii. Deciding the cases not provided for herein and performing other duties not assigned to another body by law or by these By-laws.

Sole Paragraph - The Board of Directors may establish differentiated levels of authority for the Board of Officers and down the hierarchical structure of the Company’s administrative organization, always observing the provisions of these By-Laws.

SECTION 23 – The Board of Directors is comprised of at least five (5) and at most nineteen (19) permanent members.

Paragraph 1º – At least two (2) or twenty percent (20%) of the members of the Board of Directors, which is higher, shall be Independent Directors, as per the definition of the Novo Mercado Rules, and shall also be considered independent the Director(s) elected as provided in paragraphs 4 and 5 of Section 141 of Law 6,404/76 and in paragraph 3 of Section 16 of Novo Mercado Rules.

Paragraph 2º – Whenever the membership percentage results in a fraction, as a result of the compliance with the percentage set forth in the above paragraph, the number will be rounded up to the immediate following whole number, under the Novo Mercado Rules.

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Paragraph 3º – The qualification as Independent Directors shall be resolved in the Shareholders’ Meeting that elects them and expressly recorded in its Minutes.

SECTION 24 – The Directors shall be elected and dismissible by the Shareholders’ Meeting, and the Board of Directors shall appoint, among them, its Chairman.

Paragraph 1º - The member of the Board of Directors shall have a spotless reputation; and except as waived by the Shareholders’ Meeting, the following may not be elected: (i) those who hold positions in companies that might be considered competitors to the Company; or (ii) those who have or represent conflicting interest with that of the Company. Directors shall not be entitled to exercise voting rights or have access to information or take part in Board of Directors’ Meetings in case of impediments specified in this Paragraph 1º, derived from supervening or unknown event, at the time of their elections.

Paragraph 2º - Pursuant to Section 156, of Law no. 6,404/76, the right to vote shall not be exercised in the circumstances where there is a conflict of interest with that of the Company.

SECTION 25 – The Board of Directors shall meet regularly at least six (6) and up to twelve (12) times per year, and whenever called for a special meeting by its Chairman, by any 2 (two) Directors or by the Company’s Chief Executive Officer.

Paragraph 1º - The call notices shall be sent by mail or e-mail, delivered at least 7 (seven) days in advance, except in the cases of evident urgency, at the sole discretion of the Chairman of the Board. The call notice shall specify the agenda.

Paragraph 2º - The members of the Board are authorized to participate through video and/or audio conferences, everything with no prejudice to the effectiveness of the decisions made. Votes by letter, e-mail or registered through the corporate governance system or any other formal means of communications are allowed as well, as long as they are received by the Chairman of the Board of Directors or the alternate thereto until the time of the respective meeting.

Paragraph 3º - The Chairman of the Board of Directors may invite to attend the meetings of the body any other members of the Board of Officers, other Company’s high ranked employees, as well as any third parties that may contribute with opinions or

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recommendations related to the matter to be decided on by the Board of Directors. The individuals invited to attend the meetings of the Board shall not be entitled to vote.

SECTION 26 – The Board of Directors decisions shall be passed by majority of votes, with the presence of the majority of the Directors; and in the event of draw, the Chairman shall be entitled to the deciding vote.

Sole Paragraph - Minutes shall be drawn up to record the meetings of the Board of Directors, which minutes shall be signed by all Directors that attended such meeting and by the Secretary of the meeting.

Subsection I

Committees of The Board of Directors

SECTION 27 – The Board of Directors, for its advice, may create technical and advisory committees, on a permanent basis or not, whenever it deems necessary.

Sole Paragraph - The Board of Directors shall establish the rules applicable to its committees, including rules on authorities, composition, term of office, compensation, operation and scope.

SECTION 28 – The Company shall have a Statutory Audit Committee, an advisory body directly under the Board of Directors.

Paragraph 1° – The Statutory Audit Committee shall adopt its own Internal Regulations, approved by the Board of Directors, which shall provide in detail on its functions and on its operational procedures, observing the legislation in force and the rules issued by the regulatory bodies of the financial market and of the stock exchanges where the Company’s securities are listed.

Paragraph 2° – The Statutory Audit Committee shall operate permanently and shall be composed of at least 3 (three) and no more than 5 (five) members, appointed by the Board of Directors, for a term of office of 2 (two) years, which shall coincide with the term of office

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of the members of the Board of Directors, and their appointment shall be limited to a maximum period of 10 (ten) years.

Paragraph 3º – In compliance with the rules issued by the regulatory bodies of the financial market: (i) at least 1 (one) of the independent members of the Board of Directors shall also be a member of the Statutory Audit Committee; (ii) at least 1 (one) member of the Statutory Audit Committee shall have recognized experience in matters of corporate accounting; (iii) all members of the Statutory Audit Committee shall be independent members; and (iv) all its members shall meet the requirements provided for in Section 147 of Law 6,404/76.

Paragraph 4° - The same member of the Statutory Audit Committee may accumulate both characteristics referred to in items (i) and (ii) of Paragraph 3rd above.

Paragraph 5° – Persons who are or have been, in last the 5 (five) years, members of management or employees of the Company, or of its controlled, parent or affiliated companies, or of companies under common control, directly or indirectly, or technical professionals in charge of teams involved in the Company's audit work, or their spouses, relatives through lineal or collateral kinship up to the third degree, and through affinity up to the second degree, shall be prohibited from being members of the Statutory Audit Committee.

Paragraph 6° – The Statutory Audit Committee shall have one coordinator elected by the majority of its members, whose activities and duties shall be determined in the Statutory Audit Committee's Internal Regulations.

Paragraph 7° – The Statutory Audit Committee shall meet whenever necessary, but at least every two months, so that the accounting information of the Company may always be reviewed by such body before their disclosure.

SECTION 29 - The Statutory Audit Committee, among other functions that may be assigned to such body by the Board of Directors or by the applicable regulation, shall be responsible for:

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I. issuing its opinion on the hiring and dismissal of the independent auditor responsible for the audit services on the financial statements, as well as any other services, whether or not they are audit services;

II. analyzing the annual work plan, discussing the result of the activities performed, the revisions made and assessing the performance of the independent auditors;

III. supervising the activities of the independent auditors with the purposes of assessing their independence, the quality and the adequacy of the services provided to the Company, including, to the extent allowed by the legislation, assisting in the solution of any divergences between the management and the independent auditors with respect to the presentation of the financial statements;

IV. supervising the activities performed by the internal audit, analyzing, for such purpose, the annual work plan, discussing the result of the activities performed, the revisions made and assessing the performance of the internal auditors;

V. supervising and analyzing the effectiveness, quality and integrity of the internal control mechanisms, in order to, among other things, monitor compliance with provisions related to: (i) presentation of the financial statements, including the quarterly financial information and other interim statements; and (ii) the information and measurements disclosed based on adjusted accounting data and on non-accounting data, which add elements that are not provided for in the structure of the usual reports of the financial statements;

VI. to have tools for receiving and treatment of information about non-compliance with legal and regulatory provisions applicable to the Company, in addition to internal regulations and codes, including provision for specific procedures to protect the provider and confidentiality of information;

VII. analyzing whistleblower reports, anonymous or otherwise, related to any accounting, internal controls or audit matters, received by the Company, as well as suggesting the measures that may be taken;

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VIII. examining, assessing and issuing its opinion, previously, on whether the agreements to be executed between the Company or its controlled companies, on one side, and the controlling shareholder or its controlled companies, affiliated or under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, comply with the standards normally adopted in the market in transactions of the same nature between independent parts, based on the material submitted by the Company's management, and the Statutory Audit Committee may request additional clarifications or opinions of independent third parties, whenever it deems necessary;

IX. preparing summarized annual report, to be presented together with the financial statements, containing the description of: (a) its activities, the results and conclusions reached and the recommendations made; and (b) any situations in which there are significant divergences among the Company's management, the independent auditors and the Statutory Audit Committee with respect to the Company's financial statements;

X. assessing and monitoring the risk exposures of the Company, being authorized to request detailed information on policies and procedures related to: (a) the compensation of the management; (b) the use of the Company's assets; and (c) the expenses incurred on behalf of the Company;

XI. evaluating, monitoring and recommending to the Management the correction or improvement of the Company's internal policies, including the policy of transactions with related parties; and

XII. evaluating the quarterly information, interim statements and financial statements.

Sole Paragraph - The Statutory Audit Committee, by means of resolution passed by the majority of its members, may hire external consultants, including independent auditors and lawyers, to assist it in the fulfillment of its duties and responsibilities.

SECTION 30 - The Statutory Audit Committee shall have operational autonomy and budgetary endowment, within the limits approved by the Board of Directors and in accordance with proposal prepared by the Statutory Audit Committee itself, to conduct or determine the conduction of inquiries, assessments and investigations within the scope of its activities, and it may hire, for such purpose, independent external specialists.

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SECTION III

BOARD OF EXECUTIVE OFFICERS

SECTION 31 – The Board of Executive Officers, who may or may not be shareholders themselves, shall be comprised of a minimum of three (3) and a maximum of twelve (12) members. All Officers shall be elected by the Board of Directors, which may dismiss them at any time. Among the Officers, shall be entitled, necessarily, the Chief Executive Officer, the Chief Financial Officer, the Investor Relations Officer and the Legal Officer, and the others shall be entitled as established by the Board of Directors.

Paragraph 1º - In the case of a vacant Officer position, the Board of Directors shall elect a new Officer or an alternate to fill it in for the unexpired term of mandate.

Paragraph 2º - In the absence or temporary incapacity of any Officer, an alternate Officer shall be appointed by the Chief Executive Officer or, in the event of his/her incapacity, by majority decision of the Officers.

SECTION 32 – Pursuant to the provisions of Section 143, paragraph 2º of Law 6,404/76, it is incumbent upon the Board of Officers, acting as a decision body:

i. Approve the proposals, plans and projects to be submitted to the Board of Directors and/or the Shareholders’ Meeting;

ii. Decide on the execution of agreements of any nature, except for those mentioned in Section 10, item xiii of these By-laws, between the Company or its controlled companies, on one side, and the controlling shareholder or its controlled companies, affiliated or under the same control or the controlling companies of the latter, or parties related to the Company, on the other side, with a value under R$50,000,000.00 (fifty million Reais), after prior assessment of the Company’s Statutory Audit Committee to the effect that the terms and conditions of the agreement in question are in compliance with standards normally adopted in the market for transactions of the same nature between independent parties;

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iii. Decide on the participation of the Company or its controlled companies in any association and, once it does not require the incorporation of a company, in any joint venture, consortium or any similar structure;

iv. Decide on the appointment of the Company and its controlled companies' representatives in other companies or associations in which they participate;

v. Decide on the execution of agreements by the Company or by its controlled companies of loans, financing or other transactions implying indebtedness to the Company or its controlled companies, whose total value is equal to or lower than R$500,000,000.00 (five hundred million Reais). Letter of bank guarantees or guarantees of any nature, hired by the Company or its controlled companies, to ensure judicial or administrative proceedings, are excepted;

vi. Decide on the execution of agreements by the Company, or by its controlled companies, for the purchase of assets or services, whose total value is equal to or lower than R$500,000,000.00 (five hundred million Reais);

vii. Decide on the sale, donation, assignment, or encumbrance of any assets or rights classified in the non-current assets of the Company or its subsidiaries or controlled companies, whose original acquisition value, or in its absence, the market value, is equal to or lower than R$50,000,000.00 (fifty million Reais);

viii. Decide on the granting of secured or personal guaranty by the Company in favor of third parties, controlled companies included, equal to or lower than R$50,000,000.00 (fifty million Reais) and over the amount of R$10,000,000.00 (ten million Reais), except for any guarantees in favor of (i) employees of the Company or its controlled companies with respect to residential rental agreements, in the event of relocation at the request of the Company; and (ii) controlled or affiliated companies with respect to rental agreements for establishments, stores or commercial points;

ix. Authorize the execution by the Company, or by its subsidiaries or controlled companies, of agreements, judicial or extrajudicial, Conduct Adjustment Agreement or any similar instruments, which result in the assumption of financial obligations, to do or not to do, the donation of goods or services, and / or the waiver of rights, whenever the total

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amount involved exceeds R$10,000,000.00 (ten million Reais), and whose main objective is (i) to avoid the filing of new lawsuits, (ii) to remove or suspend the application of penalties and / or the imposition of restrictions by the competent authorities, or (iii) to close litigations in progress;

x. Decide on the performance of non-profit acts, for the benefit of employees or the community whenever the value involved is equal to or lower than R$2,000,000.00 (two million Reais);

xi. Approve the execution of collective agreements by the Company or its controlled companies; and

xii. Establish financial thresholds to be applied down the hierarchical structure of the Company’s administrative organization, based on the limits defined in these By-laws, for the practice of acts and execution of agreements, and those that may be approved for the Company's Board of Officers and attorneys-in-fact by the Board of Directors.

Paragraph 1º - The Chief Executive Officer shall, among other attributions, coordinate the activities of the Officers and conduct the execution of the Company’s Management, as follows:

i. To guarantee the effectiveness and the proper operation of the Board of Officers;

ii. To organize and coordinate, with collaboration of the Secretary, the agenda of the meetings;

iii. To convene, directly or through the Secretary collaboration, the Board of Officers’ Meetings;

iv. To install and chair the Board of Officers’ Meetings;

v. To coordinate the discussions and resolutions taken in the Board of Officers’ Meetings, promoting participation of all members in decision-making process, observing your independent position and being responsible for the proper operation of the meetings;

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vi. To combine the Board of Officers’ activities with the interests of the Company, its shareholders and related parties; and

vii. To address to the Board of Directors’ Chairman doubts and information requirements of the members of the Board of Officers, in order to facilitate and organize the communication with the Board of Directors.

Paragraph 2º - The Investor Relations Officer shall, among other activities, the following attribution:

i. To guarantee the relationship with the national and international financial community, ensuring compliance with the obligations of capital market regulators where the company's shares are listed.

Paragraph 3º - The Chief Financial Officer shall, among other activities, the following attribution:

i. To ensure financial, administrative, economic-managerial and tax procedures.

Paragraph 4º - The Legal Officer shall, among other activities, the following attribution:

i. To ensure the Company's tutelage and legal support, except for tax matters.

SECTION 33 – The Board of Officers shall meet whenever convened by the Chief Executive Officer or by 2 (two) members of the Board of Officers.

Paragraph 1º - The call notices for the meetings of the Board of Officers shall be made by mail or e-mail, delivered at least 2 (two) days in advance, except in the cases of evident urgency, at the sole discretion of the Chief Executive Officer. The call notice shall be waived when all Officers are present.

Paragraph 2º - The members of the Board of Officers are authorized to participate through video and/or audio conferences, everything with no prejudice to the effectiveness of the decisions made. Votes by letter, e-mail or registered through the corporate governance system or any other formal means of communications are allowed as well, as long as they

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are received by the Chief Executive Officer or the alternate thereto until the time of the respective meeting.

Paragraph 3º – The decisions of the Board of Officers shall be made by majority of votes of the Officers, and the Chief Executive Officer shall be entitled to the deciding vote in the event of draw.

Paragraph 4º - The meetings of the Board of Officers shall be recorded in minutes, which shall be signed by the attending Officers and by the Secretary.

SECTION 34 – The Chief Executive Officer, acting severally, is vested with full powers to practice any and every act and sign any and every document on behalf of the Company, provided that the limits set forth by Sections 10, 22 and 32 of these By-laws and under the law are observed.

Paragraph 1º - The Board of Directors is responsible for determining the scope of authority of each one of the other Officers, as well as the value up to which they are authorized to perform acts and sign documents on behalf of the Company, provided that the limits set forth in Sections 10, 22 and 32 of these By-laws and under the law are observed.

Paragraph 2º - Without prejudice of the provisions in the caput and in paragraph 1º of this Section, any of the Company’s Officers may act severally in matters within the levels of authority established by the Board of Directors, as well as representing the Company before third parties, including federal, state and local government agencies.

SECTION 35 – Provided that the limits set forth in Sections 10, 22, 32 and 34 of these By-laws, in the levels of authority established by the Board of Directors and in the law are observed, the Company shall be represented and shall be validly bound by the act or signature of:

i. any Officer, acting individually;

ii. 2 (two) attorneys acting jointly; or

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iii. a single attorney, acting individually, as long as the respective power of attorney has been signed (a) by 2 (two) Officers, one of them necessarily being the Chief Executive Officer, or (b) by 3 (three) Officers acting jointly;

Paragraph 1º - The powers of attorney granted by the Company shall be signed by one Officer, except for power of attorney instruments that grant powers for the grantee to act individually, which shall observe the provisions in item III of the caput of this Section, observing the relevant levels of authority established by these By-laws.

Paragraph 2º – The powers of attorney granted by the Company shall specify the powers granted and shall be valid for a maximum of 1 (one) year, except for those for judicial purposes, which shall be granted for an indeterminate term. The delegation of powers of attorney ad negotia is prohibited.

SECTION 36 – The Board of Officers shall manage the Company strictly complying with the provisions of these By-laws and the applicable legislation, and the members thereof are not allowed to, jointly or severally, practice any act strange to the Company’s corporate purposes.

CHAPTER V

FISCAL COUNCIL

SECTION 37 - The Fiscal Council is the body responsible for the surveillance of the Company’s management acts and of information to shareholders and shall be operated permanently.

SECTION 38 - The Fiscal Council shall be comprised of 3 (three) to 5 (five) permanent members and each one shall have an alternate, shareholders or not, elected by the Shareholders’ Meeting.

Paragraph 1º – The members of the Fiscal Council shall be independent, and for such, they shall comply with the following requirements: (i) not be or not have been in the past 3 (three) years an employee or manager of the Company or any company controlled thereby or under the common control therewith; and (ii) not receive any remuneration, either directly or indirectly, from the Company or from a company controlled thereby or under the common control therewith, except for the remuneration as member of the Fiscal Council.

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Individuals who are not qualified as independent, as provided for in this paragraph 1, may not be elected for the Fiscal Council.

Paragraph 2º – The members of the Fiscal Council, effective or alternate, shall take office after the execution of the term of office, which shall encompass their subjection to the arbitration clause referred to in Section 49 of these By-Laws and the compliance with any applicable legal requirements.

Paragraph 3º – The term of office of the Fiscal Council’s members shall end at the first Annual Shareholders' Meeting following the respective election, reelection being allowed. The members of the Fiscal Council shall remain in office until their successors are installed.

Paragraph 4º – The members of the Fiscal Council, in their first meeting, shall elect their Chairman, charged with effecting that body’s resolutions.

Paragraph 5º – The Fiscal Council may request the Company to appoint qualified staff to provide it clerical and technical support.

Paragraph 6º– Upon their installation, the members of the Fiscal Council shall sign, in addition to the instrument of taking of office, a statement whereby they shall abide by the internal rules of the Fiscal Council, the Company’s Policies and Code of Ethics and Conduct as well as a statement certifying that they are not under any hindrance, as provided for in the Internal Rules of the Fiscal Council.

SECTION 39 – In addition to the duties provided for at law, the Fiscal Council shall deliberate on its own Internal Rules.

SECTION 40 – The Fiscal Council shall meet regularly every quarter, and specially whenever needed.

Paragraph 1º – The meetings shall be convened by the Chairman of the Fiscal Council or by 2 (two) of its members or by the Company’s Chief Executive Officer, and they shall be established upon the attendance of the majority of its members.

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Paragraph 2º – The Fiscal Council’s resolutions shall be passed by majority vote, the majority of its members being present, and the dissenting member of the Fiscal Council shall state his/her dissenting opinion on the meeting minutes and shall inform it to the managing corporate bodies and to the Shareholders’ Meeting.

SECTION 41 – The members of the Fiscal Council shall be replaced in their absence or incapacity by their respective alternates.

SECTION 42 – In addition to the events of death, resignation, removal and others provided by law, a position shall become vacant when the member of the Fiscal Council fails to appear, for no good reason, at 2 (two) consecutive meetings or 3 (three) non-consecutive meetings in a fiscal year.

Paragraph 1º – In the event a position in the Fiscal Council becomes vacant, the replacement shall be effected as provided under Section 41 above.

Paragraph 2º – If a position in the Fiscal Council becomes vacant and there is no alternate to be called to serve for the remaining term of office, a Shareholders' Meeting shall be convened to elect the alternate.

SECTION 43 – The remuneration of the members of the Fiscal Council shall be determined by the Annual Shareholders' Meeting electing them, and for each acting member it shall not be less than one tenth of the average remuneration paid to each member of the Board of Officers, not counting profit sharing.

Sole Paragraph - The acting alternate shall be entitled to the member's remuneration for the replacement period, counted month by month, on which case the permanent member shall not receive the monthly remuneration.

SECTION 44 – As suggested by the Fiscal Council, the Company’s Shareholders’ Meeting shall set aside, on an annual basis, a reasonable amount to pay the expenses incurred by the Fiscal Council, which shall be incurred pursuant to the budget approved by the majority of its members.

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Paragraph 1º – The Company’s management shall take the actions required for the Company to bear all costs and expenses as approved by the Fiscal Council, provided that the limit established by the Company’s Shareholders’ Meeting is observed.

Paragraph 2º – The Fiscal Council, upon decision of the majority of its members, may hire external consultants, including independent auditors and lawyers, to assist it in complying with its duties and assignments, provided that the annual budgetary limit determined by the Shareholders’ Meeting is observed, as provided in the caput of this Section.

CHAPTER VI

FISCAL YEAR AND FINANCIAL STATEMENTS

SECTION 45 – The fiscal year shall last one year, starting on January 1st (first) of each year and ending on the last day of the month of December.

SECTION 46 – The Management shall submit to the Annual Shareholders’ Meeting together with the financial statements, a proposal for employee profit sharing and for the destinations of the net income of the year.

Paragraph 1º - The net income shall have the following destination:

(i) 5% (five percent) for the legal reserve, up to 20% (twenty percent) of the paid-up capital; and

(ii) 25% (twenty-five percent) of the net income, restated pursuant to items II and III of section 202 of Law no. 6,404/76 shall be distributed as mandatory minimum dividend to all shareholders

Paragraph 2º – The net income balance not allocated to the payment of the mandatory minimum dividend shall be allocated to a supplementary reserve for the expansion of corporate business, including, but not limited to: investments in infrastructure, and in the development of products and services. The reserve provided in this Paragraph 2º shall not exceed 80% (eighty percent) of the capital stock. Once that limit is reached, the

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Shareholders’ Meeting shall decide on the destination of the balance, either distribution to shareholders or capitalization.

Paragraph 3º - The management may pay or credit interest on capital as provided under paragraph 7, of Section 9 of Law No. 9,249/95 and applicable laws and regulations, which can be deducted from the mandatory dividends under Section 202 of Law No. 6,404/76, including on the basis of interim financial statements, half-yearly, quarterly or monthly, provided under these By-laws, by resolution of the Board of Directors.

Paragraph 4º - The authorization stated in the paragraph 3º above, is equally applied in case of any declaration of dividends or interest on capital stock, account of retained earnings or account of profit reserves existing.

Paragraph 5º - Dividends not received or claimed within a period of 3 (three) years, counting from the date they were made available to the shareholder, shall be reverted to the Company.

CHAPTER VII

LIQUIDATION

SECTION 47 – The Company shall be liquidated in the cases provided by law, or upon decision of the Shareholders’ Meeting, which shall determine the method of liquidation, elect the liquidator and install the Fiscal Council for the liquidation period, electing its members and determining their respective remuneration.

CHAPTER VIII

DISPOSAL OF CORPORATE CONTROL

SECTION 48 – The disposal of corporate control, directly or indirectly, through as sole transaction or as successive ones, shall be conclude under a condition that the Buyer of the Company’s Control undertakes to make a public tender offer to acquire all shares, issued by the Company owned by the other shareholders, and this public tender offer must comply with terms and conditions set forth in the statutory laws and regulations in force and the

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Novo Mercado Rules, so as to warrant that shareholders shall be given the same treatment as the transferor.

CHAPTER IX

ARBITRATION

SECTION 49 – The Company, its Shareholders, Managers and The Fiscal Council members, effective or alternate, if applicable, shall refer to arbitration before the Market Arbitration Panel, according its regulations, any controversies that may arise among them, with relation to or origin on the condition of issuer, shareholders, officers and members of the Fiscal Council, in particular, derived from the provisions set forth in the Law nº 6,385/76, Law nº 6,404/76, Company’s By-laws, rules enacted by the National Monetary Council, the Central Bank of Brazil and Securities and Exchange Commission of Brazil as well as in any other applicable rules to the functioning of the overall capital markets, in addition to the rules set forth in the Novo Mercado Rules, other B3 regulations and the Novo Mercado Agreement.

CHAPTER X

DELISTING OF THE COMPANY OF NOVO MERCADO LISTING SEGMENT

SECTION I

GENERAL PROVISIONS

SECTION 50 – The Company’s delisting of Novo Mercado listing segment may occur, pursuant to Sections II and III below, according to:

I. the decision of the controlling shareholder or of the Company;

II. the non-compliance with obligations under the Novo Mercado Rules; and

III. the cancellation of the Company's publicly-held registration or the conversion of the CVM registration category, in which case the provisions set forth in the legislation and regulations in force shall be observed.

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SECTION II

VOLUNTARY DELISTING OF THE COMPANY

SECTION 51 – The voluntary delisting from the Novo Mercado listing segment will only be granted by B3, if it is preceded by a public tender offer for the acquisition of shares that observes the procedures provided in CVM instructions for cancellation of registration as a publicly held company and in the Novo Mercado Rules.

Sole Paragraph - The voluntary delisting from the Novo Mercado listing segment may occur regardless of the public tender offer for the acquisition of shares mentioned above in the event of dismissal approved by the Shareholders’ Meeting, in accordance with the Novo Mercado Rules.

SECTION III

COMPULSORY DELISTING OF THE COMPANY

SECTION 52 – The application of penalty for compulsory delisting from the Novo Mercado listing segment depends on a public tender offer for the acquisition of shares with the same characteristics as the public tender offer for the acquisition of shares as a result of voluntary delisting from the Novo Mercado listing segment, as provided in Section 51 above.

Sole Paragraph - In the event of not reaching the percentage level equivalent to 1/3 (one third) of the outstanding shares, after the public tender offer for acquisition of shares, the shares issued by the Company will still be traded for a period of 6 (six) months in that segment, counted from the auction of the public tender offer for the acquisition of shares, without prejudice to the application of a financial penalty.

CHAPTER XI

CORPORATE RESTRUCTURING

SECTION 53 - In the event of a corporate restructuring that involves the transfer of the Company's shareholding base, the resulting companies shall request admission to the Novo

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Mercado listing segment within 120 (one hundred and twenty) days from the date of the Shareholders’ Meeting that resolved on the said restructuring.

Sole Paragraph - In the event that the restructuring involves resulting companies that do not intend to request admission to the Novo Mercado listing segment, the majority of the holders of the outstanding shares of the Company present at the Shareholders’ Meeting shall agree to this corporate structure.

CHAPTER XII

TEMPORARY PROVISIONS

SECTION 54 – Upon the Company’s admission to the Novo Mercado Rules of B3 S.A. - Brasil, Bolsa, Balcão (“Novo Mercado” and “B3”, respectively):

I. The Company, its shareholders, including controlling shareholders, Senior Managers and members of the Fiscal Council, as installed, shall be subject to the provisions of the Novo Mercado Rules;

II. The capitalized terms in the present By-laws that have not been defined herein shall have the meaning attributed to them in the Novo Mercado Rules; and

III. The provisions of the Novo Mercado Rules shall supersede statutory provisions, in case of harm to the rights of addressees of the public tender offers provided for herein.

SECTION 55 – The approval by the Company, through its representatives, of the merger, split-up, takeover or dissolution of its controlled companies shall be preceded by an economic-financial analysis by an internationally acknowledged independent company, that shall confirm equitable treatment is being provided to all companies involved, and to the shareholders of which shall be granted ample access to the report on that analysis.

SECTION 56 – These By-laws shall be interpreted in good faith. The shareholders and the Company shall act, in their relationship, with the strictest good faith, subjectively and objectively.

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SECTION 57 – The effectiveness of the provisions established in the items (iv) and (ix) of Paragraph 1º and 2º, of Section 23, and in the Sections 27, 28, 29 and 30, Chapters VIII, IX, X and XI, and in the Section 54 of these By-Laws are subject, upon suspensive condition, to the granting of Company’s registration as a issuer with B3 and to the submission to Novo Mercado Rules.

SECTION 58 – This instrument is governed by the laws of Federative Republic of Brazil.

8. Financial Statements TIM Participações - 03/31/2020

9. Financial Statements TIM S.A - 03/31/2020

10. Protocol and Justification of the Merger

PROTOCOL AND JUSTIFICATION OF MERGER OF

TIM PARTICIPAÇÕES S.A. INTO TIM S.A.

This Protocol and Justification of Merger (“Protocol”) is entered into by and between the administrators of the parties below, pursuant to the applicable provisions of Law No. 6,404 of December 15, 1976, as amended (“Brazilian Corporation Law”), and in the best form of law:

I. TIM S.A., a publicly-traded company, enrolled in the Brazilian Taxpayers’ Registry of Legal Entities (“CNPJ/ME”) under No. 02.421.421/0001-11, with its headquarters at Avenida João Cabral de Mello Neto, No. 850, Block 001, room 1212, Barra da Tijuca, CEP 22775-057, in the City of Rio de Janeiro, State of Rio de Janeiro, with its organizational documents registered with the Commercial Registry of the State of Rio de Janeiro (“JUCERJA”), under NIRE No. 33.300.324.6, herein represented pursuant to its Bylaws, by Mr. Adrian Calaza, Argentinean citizen, married, administrator, bearer of the Identity Card for Foreigners (“RNE”) No. V406011-M, in force until October 9, 2021, duly enrolled with the Brazilian Individual Taxpayers’ Register (“CPF/ME”) under No. 059.618.647-90, domiciled at Avenida João Cabral de Mello Neto, No. 850, Torre Sul, 13º floor, Barra da Tijuca, in the City of Rio de Janeiro, State of Rio de Janeiro (hereinafter simply referred to as “TSA” or “Surviving Company”); and

II. TIM PARTICIPAÇÕES S.A., a publicly-traded company, enrolled in the CNPJ/ME under No. 02.558.115/0001-21, with its headquarters at Avenida João Cabral de Mello Neto, No. 850, Torre Norte, 12^thfloor, room 1212, Barra da Tijuca, CEP 22775-057, in the City of Rio de Janeiro, State of Rio de Janeiro, with its organizational documents registered with the JUCERJA, under NIRE No. 33.300.276.963, herein represented pursuant to its Bylaws, by Mr. Jaques Horn, Brazilian citizen, lawyer, enrolled in the Brazilian Bar Association under No. 70.654 and CPF/ME under No. 846.062.237-15, domiciled at Avenida João Cabral de Mello Neto, No. 850, Torre Sul, 13^th floor, Barra da Tijuca, in the City of Rio de Janeiro, State of Rio de Janeiro (hereinafter simply referred as “TIM Participações” or “Merged Company” and, jointly with the Surviving Company, the “Companies” or “Parties”),

WHEREAS:

(i)

TIM Participações is a publicly company listed on the Novo Mercado Special Corporate Governance Segment, and is a holding company of a telecommunications group that offers mobile voice and data services, broadband internet access, value added services and related telecommunications products and services in Brazil (“Grupo TIM”);

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(ii)

TSA is a public wholly-owned subsidiary of TIM Participações, and the operational company of Grupo TIM;

(iii)

as further described in this Protocol, the administrators of TIM Participações and TSA consider that the merger of TIM Participações into TSA (the “Merger”) has the potential to reduce operational costs and other expenses, simplify corporate, administrative and accounting procedures and generate tax efficiency, adding value to the Companies and their stakeholders;

(iv)

the Merger is one of the steps of an ongoing process of corporate restructuring that has been implemented by Grupo TIM since the privatization of the telecommunications sector in Brazil, and is aligned with the expectations for the industry development; and

(v)

If approved by the shareholders of the Companies in the Extraordinary General Shareholders’ Meetings held for such purpose, the Merger shall have its effectiveness subject to the fulfillment of the Condition Suspensive pursuant to this Protocol.

NOW, THEREFORE, THE PARTIES HAVE AGREED TO, pursuant to articles 223 to 227 and 264 of the Brazilian Corporation Law and, in compliance with the Brazilian Securities and Exchange Commission (“CVM”) Ruling No. 565 and No. 481 (respectively, “ICVM 565” and “ICVM 481”), and other applicable provisions, enter into the terms and conditions that shall govern the merger of the Merged Company into the Surviving one.

SPECIFICATIONS AND SHARE CAPITAL OF THE INVOLVED COMPANIES

1.1. Surviving Company’s Information. The Surviving Company is a public company, with a fully subscribed and paid-in share capital of BRL 13,476,171,764.87 (thirteen billion, four hundred and seventy-six million, one hundred and seventy-one thousand, seven hundred and sixty-four Brazilian Reais and eighty-seven cents), divided into 422,967,896 (four hundred and twenty-two million, nine hundred and sixty-seven thousand, eight hundred and ninety-six) common shares, all nominative, book-entry and with no par value, distributed as following:

Shareholder	Share	%
TIM Participações S.A.	422,967,896	100
Total	422,967,896	100%

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1.2. Merged Company’s Information. The Merged Company is a publicly-traded company, with its shares listed on the Novo Mercado Special Corporate Governance Segment (“Novo Mercado”) of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) under the stock code TIMP3, and with its American Depositary Receipts (“ADRs”) traded on the New York Stock Exchange (“NYSE”) under the stock code TSU, with a fully subscribed and paid-in share capital of BRL 11,557,426,974.26 (eleven billion, five hundred and fifty seven million, four hundred and twenty six thousand, nine hundred and seventy four Brazilian reais and twenty six Brazilian cents)^[1][2], distributed in 2,421,032,479 (two billion, four hundred and twenty one million, thirty two thousand, four hundred and seventy nine) common shares, all nominative, book-entry and with no par value, distributed as following:

Shareholder	Share	%
TIM Brasil Serviços e Participações S.A.	1,611,969,946	66,58
Minority shareholders	808,437,129	33,39
Treasury shares	585.460	0,02
Total	2,421,032,479	100%

II.

JUSTIFICATION AND RATIONALE OF THE MERGER

2.1. Merger’s Rationale. The purpose of this Protocol is the Merger of TIM Participações into TSA, subject to the terms and conditions described herein (including the fulfillment of the Condition Suspensive), which shall result in the extinction of the Merged Company with the consequent transfer of all of its assets and liabilities to the Surviving Company, as the universal successor of all assets, rights and obligations of TIM Participações, without any continuity solution.

2.2. Merger’s Justification. In addition to the above, the managements of the Companies consider that the approval of the Merger shall result in the following benefits, among others, to the Companies and its shareholders:

__________________

¹ The share capital of TIM Participações duly subscribed and paid-in capital, net of funding costs, is R$ 11,510,310,661.26 (eleven billion, five hundred and ten million, three hundred and ten thousand, six hundred and sixty-one reais and twenty-six cents).

² The share capital of TIM Participações on March 31, 2020, fully subscribed and paid in, was BRL 9,886,886,593.46 (nine billion, eight hundred and eighty-six million, eight hundred and eighty-six thousand, five hundred and ninety three Brazilian Reais and forty-six cents)

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(a)

greater integration of administrative and financial unities, allowing a cut-off in operational costs and expenses, as well as improvement of synergies, which shall result in a more efficient operation;

(b)

simplification of the corporate structure of the TIM Group, with the preservation of a sole public company, which reduces administrative costs and the complexity of internal procedures; and

(c)

better tax efficiency related to the applicable PIS/COFINS due in the event of distribution of profits to the shareholders under the form of interest on shareholders’ equity (juros sobre capital próprio), as well as reduction of costs related to the Income Tax (Imposto de Renda de Pessoas Jurídicas) and the Social Contribution on Net Profit (Contribuição Social sobre Lucro Líquido), currently incurred by TIM Participações, which shall thereinafter be incurred by TSA and consolidated therein;

III.

BASE DATE, VALUATION AND PRO FORMA FINANCIAL INFORMATION

3.1. Base Date. The appraisal and valuation of the assets of the Companies for the purposes of the Merger were conducted based on their respective Quarterly Information Form (“ITRs”), with a base date of March 31^st, 2020 (“Base Date”).

3.2. Valuation of TIM Participações’ Assets at Book Value. Both Parties agree that the net assets of TIM Participações shall be merged into TSA based on their book value. In compliance with articles 8 and 226 of the Corporation Law, the appraisal of TIM Participações’ net equity at book value on the Base Date was conducted by Apsis Consultoria e Avaliações Ltda., a specialized company, enrolled with the CNPJ/ME under No. 08.681.365.0001/30 and with the Regional Accounting Council (“CRC”) under No. 005112/O-9, headquartered in the City and State of Rio de Janeiro, at Rua do Passeio, No. 62 – 6th floor, Centro, CEP 20021-280 (“APSIS Avaliações”).

3.2.1.

Based on the valuation report prepared by APSIS Avaliações, which is attached hereto as Exhibit I (“Book Value Valuation Report”), the net assets’ book value of the Merged Company on the Base Date was of BRL 22,587,455,189.65 (twenty-two billion, five hundred and eighty-seven million, four hundred and fifty-five thousand, one hundred and eighty-nine Brazilian Reais and sixty-five cents), of which: (i) BRL 22,233,749,480.96 (twenty-two billion, two hundred and thirty-three million, seven hundred and forty nine thousand, four hundred and eighty Brazilian Reais and ninety-six cents) relates to TIM Participações’ investment in TSA; and (ii) BRL 353,705,408.69 (three hundred and fifty-three million, seven hundred and five thousand, four hundred and eight Brazilian Reais and sixty-nine cents) relates to other assets and liabilities of TIM Participações.

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3.2.2.

The indication and engagement of APSIS Avaliações and the Book Value Valuation Report shall be submitted for ratification and approval, respectively, by the Companies’ shareholders.

3.3. Valuation of the Net Assets of the Companies at Market Value. In compliance with article 264 of the Corporation Law and article 8 of ICVM 565, the managements of the Companies hired APSIS Consultoria Empresarial Ltda., a specialized company, enrolled with the CNPJ/ME under No. 27.281.922/0001-70, headquartered in the City and State of Rio de Janeiro, at Rua do Passeio No. 62, 6^th floor, Centro, CEP 20.021-280 (“APSIS Consultoria” and, jointly with APSIS Avaliações, “APSIS”) to appraise the net equity of the Companies, at market value, according to the same criteria and Base Date.

3.3.1.

According to the appraisal report of APSIS Consultoria, attached hereto as Exhibit II (“Valuation Reports at Market Value”), the market value of the net assets of TIM Participações and TSA, on the Base Date were, respectively, of BRL 33,761,000,000.00 (thirty-three billion, seven hundred and sixty-one million Brazilian Reais) and BRL 33,715,000,000.00 (thirty-three billion, seven hundred and fifteen million Brazilian Reais).

3.3.2.

The indication and engagement of APSIS Consultoria and the Valuation Reports at Market Value shall be submitted for ratification and approval, respectively, by the Companies’ shareholders.

3.4. Pro Forma Financial Information. In compliance with article 7 of ICVM 565, the managements of the Companies prepared the pro forma financial information of the Surviving Company, on the Base Date, reflecting the effects of the Merger as if it had already been completed, which were submitted to reasonable assurance by Ernst & Young Auditores Independentes S/S, a company enrolled with the CNPJ/ME under No. 61.366.936/0002-06 and with the CRC under No. 2SP015199/O-6, with headquarters in the City and State of Rio de Janeiro, at Praia de Botafogo, 370, CEP 22250-040 ("EY"). The Pro Forma Financial Information is attached hereto as Exhibit III.

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3.5. APSIS and EY Statements. APSIS and EY have declared that (i) there is no current or potential conflict or conversion of interests with the Companies' shareholders, or with respect to the Merger, as the case may be; and (ii) the Companies' shareholders or administrators have not addressed, limited, hindered or practiced any acts that have or may have compromised the access, use or knowledge of information, assets, documents or work methodologies relevant to the quality of their conclusions. APSIS and EY were appointed for the work described herein considering their notorious knowledge in the development of reports and appraisals of this nature.

IV. IMPACTS OF THE MERGER, SHARE CAPITAL INCREASE, EQUITY VARIATIONS AND SUBSTITUTION RATIO

4.1. Impacts on the Merged Company due to the Merger. Upon approval of the Merger, and subject to the fulfillment of the Condition Suspensive, the Merged Company shall be extinguished and the 2,421,032,479 (two billion, four hundred and twenty-one million, thirty-two thousand, four hundred and seventy nine) common shares representative of its share capital shall be cancelled.

4.2. Impacts on the Surviving Company due to the Merger and Share Capital Increase. Subject to the fulfillment of the Condition Suspensive, the Merger, if approved, will result in: (i) the cancellation of all shares issued by TSA, which are held by TIM Participações; and (ii) the increase of TSA's net assets by BRL 353,705,408.69 (three hundred and fifty three million, seven hundred and five thousand, four hundred and eight Brazilian reais and sixty nine cents), resulting in: (ii)(a) an increase in share capital of TSA in the amount of BRL 1,718,742.68 (one million, seven hundred and eighteen thousand, seven hundred and forty-two Brazilian Reais and sixty-eight cents); and (ii)(b) BRL 351,986,666.01 (three hundred and fifty-one million, nine hundred and eighty-six thousand, six hundred and sixty-six Brazilian Reais and one cent) being allocated to the capital reserve of TSA.

4.3. Issuance of New Shares and Exchange Ratio. Subject to the approval of the Merger and the fulfillment of the Condition Suspensive, TIM Participações’ shareholders shall receive one (1) common share issued by TSA for each one (1) common share issued by TIM Participações held by them on the date of the consummation of the Merger ("Substitution Ratio"), which, considering the conservation of the same number of ex-treasury shares issued by TIM Participações, shall result in the issuance of 2,420,447,019 (two billion, four hundred and twenty

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million, four hundred and forty thousand, and nineteen) common shares by TSA, all nominative, book-entry and with no par value.

4.3.1. The Exchange Ratio was determined based on the principle that, as TIM Participações is the sole shareholder of TSA, once the Merger is completed, the existing shareholders of TIM Participações will hold the same number of shares and equity interest in TSA as they hold today in TIM Participações, without having their rights materially affected by the Merger.

4.3.2. The new shares to be issued by the Surviving Company shall grant the same rights to their holders, as those granted by the shares of the Merged Company.

4.4. Proposed Amendment to the Bylaws. As a result of the Merger, and subject to the provisions of Item 4.5 below, the article 5 of the TSA’s Bylaws shall be amended to reflect its new share capital and number of shares, and shall thenceforth have the following wording, without any other change to its Bylaws:

“ARTICLE 5 – The share capital, totally subscribed and paid-in, is of BRL 13,477,890,507.55 (thirteen billion, four hundred and seventy-seven million, eight hundred and ninety thousand, five hundred and seven reais and fifty-five cents), divided into 2,420,447,019 (two billion, four hundred and twenty million, four hundred and forty-seven thousand and nineteen) common shares, all registered, book-entry and with no par value.”

4.5. Change in the Number of Shares to be Issued. In the event of a change in the number of ex treasury shares issued by TIM Participações, the TSA’s Board of Directors shall, on the effective date of the Merger, register the new number of shares into which the share capital of TSA is divided, with the corresponding amendment to Article 5 of the TSA's Bylaws, if required, being postponed to the first TSA’s General Shareholders’ Meeting to be held after the registration of the new number of ex treasury shares.

4.6. Assets Variations. The variations in the assets of the Merged Company occurred after the Base Date shall be transferred, absorbed, and incorporated into the operational result of the Merged Company.

4.7. U.S. federal tax treatment. The Parties agree that (i) it is intended that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the

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Internal Revenue Code of 1986, as amended, (the “Code”) for U.S. federal income tax purposes and (ii) this Protocol is intended to be and constitutes a “plan of reorganization” for purposes of Section 368 of the Code and the Treasury Regulations promulgated thereunder.

LISTING ON THE NOVO MERCADO AND CORPORATE GOVERNANCE OF THE SURVIVING COMPANY

5.1. Listing on the Novo Mercado. The Merger shall require TSA to be listed on the special corporate governance segment of B3 called Novo Mercado, pursuant to article 46 of the Novo Mercado regulations. To this end, TIM Participações, as the sole shareholder of TSA, approved on the date hereof the listing of TSA on the Novo Mercado, at a TSA’s Extraordinary Shareholders’ General Meeting, with such listing’s effectiveness being conditioned to the effectiveness of the Merger.

5.2. No Further Amendments to the Bylaws. The Merger will not result in any other amendment to the Bylaws of the Surviving Company, except as those provided for in Item 4.4 above. TIM Participações, as the sole shareholder of TSA, approved, on the date hereof, at an Extraordinary Shareholders General Meeting, the amendment and consolidation of the TSA’s Bylaws, substantially reflecting the same provisions of the Bylaws of TIM Participações, provided, however, that the effectiveness of certain provisions of the TSA’s Bylaws are conditioned on the fulfillment of the Condition Suspensive.

5.3. Corporate Governance. Once the Merger is completed, TSA shall have the same corporate and administrative structure as the Merged Company, reflecting the entire corporate governance of TIM Participações, with the same management, corporate bodies, internal regulations, policies, areas of operation, in compliance with all the requirements and adjustments that may be required by the Novo Mercado segment of the B3.

VI.

DISSENTING SHAREHOLDERS’ RIGHT OF WITHDRAWAL

6.1. Merged Company’s Dissenters’ Right of Withdrawal. Pursuant to article 137 of the Brazilian Corporation Law, withdrawal rights may be exercised by the Merged Company’s shareholders that (i) oppose or abstain from the Merger resolution, or do not attend the Extraordinary General Shareholder’s Meeting, and (ii) explicitly state their intention to exercise withdrawal rights within the due period, considering that

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the shares issued by the Merged Company do not qualify for the exception provided for in item II of the above mentioned legal provision. The compensation related to the right of withdrawal shall only be owed to those shareholders who are provenly shareholders of the Merged Company on the date of disclosure of the material fact informing about the Merger (i.e. July 29, 2020), considering the trading on the stock exchange on such date, included. Withdrawal rights may not be exercised in regard to the shares that were acquired after such date, under the terms of paragraph 1 of article 137 of the Brazilian Corporation Law.

6.1.1.

In order to exercise their withdrawal rights, shareholders must necessarily exercise such right in respect of all common shares, subject to the provisions of Item 6.1 above.

6.1.2.

The shareholder must explicitly state his intention to exercise his withdrawal rights within thirty (30) days from the publication of the minutes of the Extraordinary Shareholders' General Meeting of the Merged Company approving the Merger ("Withdrawal Period").

6.2. Reimbursement Value. Pursuant to article 45 of the Brazilian Corporation Law and article 10, sole paragraph, of the Bylaws of TIM Participações, shareholders who exercise their right to withdraw shall be entitled to receive as reimbursement for their shares in the amount of BRL 9.33 (nine Brazilian reais and thirty-three cents) per share, equivalent to the book value of the net assets of TIM Participações’ shares, in accordance with the financial statements that were used as the basis for the preparation of the Book Value Valuation Report.

6.2.1.

In compliance with the provisions of Article 264, paragraph 3 of the Brazilian Corporation Law, the exchange ratio calculated based on the comparison of the net assets at market value of the Companies is of 0.175 (zero point one, seven, five) shares issued by TSA for each one (1) share issued by TIM Participações.

6.2.2.

Considering that the Surviving Company is a wholly-owned subsidiary of the Merged Company, any Exchange Ratio that was adopted in the Merger would result in the same economic and political impact for the shareholders of TIM Participações, in such a way that is not possible to consider an exchange ratio more or less advantageous to TIM Participações’ shareholders. Nonetheless, the Exchange Ratio proposed to the shareholders of TIM Participações, pursuant to Item 4.3 above, grants the shareholders of TIM Participações a greater number of TSA’s shares than the number that would have been granted based on the comparison of the net assets of TIM Participações and TSA at market value. Therefore, pursuant to paragraph 3 of article 264 of the Brazilian Corporation Law, shareholders who dissent from the resolution of the Extraordinary General Meeting of TIM Participações that approves the proposed Merger will not have the option to exercise their withdrawal rights based on their shares’ net assets at market value, and will only be entitled to a compensation at the book value of their shares, as indicated above.

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6.3. Payout of Reimbursement. The payment of the amount of the reimbursement for the shares is subject to the conclusion of the Merger, after the Condition Suspensive have been fulfilled, pursuant to article 230 of the Corporation Law.

6.4. Absence of Rights of Withdrawal for the Surviving Company’s Shareholders. The Merger will not grant rights of withdrawal to the Surviving Company's shareholders.

VII.

CORPORATE APPROVALS AND CONDITION SUSPENSIVE TO THE MERGER ACCOMPLISHMENT

7.1. Corporate Approvals. The proposal for the Merger shall be submitted to the shareholders of TIM Participações and TSA, which must resolve on, among others: (a) the approval of this Protocol; (b) the ratification of the appointment and engagement of Apsis Avaliações and Apsis Consultoria, specialized companies responsible for the preparation of the valuation reports of TIM Participações’ net assets at book value and the valuation reports of TIM Participações’ and TSA's net assets at market value, for the purposes of the Merger; (c) the approval of these valuation reports; (d) the Merger, pursuant to the Protocol; and (e) the authorization for the administrators and attorneys-in-fact to carry out all the measures necessary for the consummation of the Merger.

7.2. Condition Suspensive. The conclusion of the Merger shall, pursuant to the terms of article 125 of the Brazilian Civil Code, be conditioned on the fulfillment of the approval of the listing of TSA’s shares on the Novo Mercado ("Condition Suspensive").

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7.3. Conclusion of the Operation. Once the Condition Suspensive is fulfilled, a material fact will be disclosed informing the market and the Companies' shareholders about the conclusion of the Merger.

7.4. Share Trading. Shares issued by TIM Participações shall remain traded on the Novo Mercado until B3 grants the listing registration of TSA’s shares onto the Novo Mercado, and the Merger is concluded. After the conclusion of such milestones, on a date to be timely informed by the Companies, the shares issued by TIM Participações will be effectively replaced by common shares issued by TSA, and the shares issued by TSA will start to be traded under a new code, to be accredited with B3 and timely disclosed to the shareholders and the market in general.

VIII. OTHER CONDITIONS OF THE MERGER

8.1. The Surviving Company shall remain named TIM S.A.

8.2. The conclusion of the Merger is subject to: (i) the corporate approval of the Merger by both Companies’ General Shareholders’ Meeting, and (ii) the fulfillment of the Condition Suspensive.

8.3. After the approval of the Merger, the managers of both Companies shall publish and register all corporate acts related to the Merger, and perform any and all acts necessary to its conclusion, including, in respect to the administrators of the Merged Company, the subscription of the Surviving Company’s capital stock increase.

8.4. Any legal acts that, as a result of the commitments previously entered into for administrative and/or operational reasons, are still performed on behalf of the Merged Company during the period between the effectiveness of the Merger and the filing of the respective corporate acts with JUCERJA, shall be considered valid for all legal purposes, and all rights and obligations arising therefrom shall be assumed by the Surviving Company, as the successor of the Merged Company, pursuant to Article 227 of the Brazilian Corporation Law.

8.5. This Protocol must be submitted to the Surviving Company’s and the Merged Company’s Shareholder’s General Meeting to be held on August 31, 2020.

8.6. Once the Merger is approved and the Condition Suspensive is fulfilled, the Merged Company shall be considered extinguished and the management of the Surviving Company shall: (i) carry out the write-off, registration, annotation,

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publication and any other act necessary for the good and faithful completion of the Merger contemplated herein, including, but not limited to, the acts necessary before the competent public agencies for the implementation of the Merger; and (ii) keep the tax books of the Merged Company.

8.7. The managements of both Companies, after discussions, consider that the Merger as presented in this Protocol serves the best interests of the Merged Company, of the Surviving Company, as well as the shareholders of both Companies, and therefore recommends its implementation.

In witness whereof, the Parties have executed this Protocol of Merger and Justification in 03 (tree) counterparts of equal content and form, to one sole effect, in the presence of two undersigned witnesses.

Rio de Janeiro, July 29, 2020.

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TIM S.A.

__________________________________

Adrian Calaza

TIM PARTICIPAÇÕES S.A.

__________________________________

Jaques Horn

Witnesses

1. _____________________________	2.___________________________
Name:	Name:
RG:	RG:
CPF:	CPF:

Appendix I - Accounting Valuation Report

Appendix II - Appraisal Report of the Equity
at Market Price of TIM Participações and
TIM S.A

Annex III - Pro-forma Financial Statements

11. Fiscal Council's Opinion

TIM PARTICIPAÇÕES S.A.

Publicly-Held Company

CNPJ/ME 02.558.115/0001-21

NIRE 33.300.276.963

FISCAL COUNCIL’S OPINION

The Members of the Fiscal Council of TIM Participações S.A. ("Company"), in the exercise of their attributions and legal duties, as provided in Section 163 of Law No. 6,404/76 (“Brazilian Corporate Law”), conducted a review and analysis of the quarterly financial statements, along with the limited review report of Ernst & Young Auditores Independentes S/S (“EY”), for the period that ended on June 30^th, 2020, and taking into account the information provided by the Company's management and by EY, consider the information appropriate for presentation to the Board of Directors of the Company, in accordance to the Brazilian Corporate Law.

Additionally, after the analysis and discussion of all documents regarding the merger proposal of the Company into its wholly-owned subsidiary, TIM S.A. (“Surviving Company” and “Merger”, respectively), pursuant to Sections 223, 224, 225, 227 and 264 of the Brazilian Corporate Law and of CVM Instruction No. 565/2015, namely: (i) Protocol and Justification of Merger, executed on July 29^th, 2020, between the managements of the Company and of the Surviving Company, containing the reasons, purposes, criteria and conditions of the Merger; (ii) Valuation of the Company’s Assets at Book Value, base date of March 31^st, 2020 (“Base Date”), conducted by Apsis Consultoria e Avaliações Ltda.; (iii) Valuation of the Net Assets of the Company and of the Surviving Company at Market Value, on Base Date, conducted by Apsis Consultoria Empresarial Ltda.; (iv) Proposal of the Surviving Company’s By-laws, duly amended and consolidated; and (v) Pro Forma Financial Information of the Surviving Company on Base Date, reflecting the effects of the Merger as if it had already been completed, which were submitted to reasonable assurance by EY, as well as based on the information and clarifications received, the members of the Fiscal Council concluded, unanimously, that the documents examined are in order, expressing a favorable opinion on the approval of the above-mentioned documents and proposal by the Extraordinary Shareholders’ Meeting to be convened.

Rio de Janeiro, July 29^th, 2020.

WALMIR KESSELI

Chairman of the Fiscal Council

JARBAS T. BARSANTI RIBEIRO

Member of the Fiscal Council

ELIAS DE MATOS BRITO

Member of the Fiscal Council

12. Minutes of the Board of Directors, CAE and Fiscal Council meetings

13. Proposed amendment to Long-Term
Incentive Plan/Share-based Compensation 2014

TIM S.A.

LONG-TERM INCENTIVE PLAN

1.	PURPOSE OF THE PLAN

1.1. This Long-Term Incentive Plan (“Plan”), in accordance with article 168, §3, of Law 6404/76, has the purpose of granting purchase or subscription options (“Option”) for shares issued by TIM S.A. (“Company”) to officers and collaborators of the Company and its subsidiaries (which are included in the definition of Company for the purposes of this Plan), so as to encourage the expansion, the accomplishment and the fulfillment of the Company’s corporate purposes, and align the interests of the Company’s officers and collaborators with the interests of its shareholders..

DEFINITIONS

2.1. The following terms, when capitalized within this Plan, whether in the plural or singular form, will have the following definitions:

(i)

Plan: this Long-Term Incentive Plan, as duly approved by the Shareholders’ Meeting of the Company;

(ii)

Shares: common shares issued by the Company or any other type of share into which the common shares are converted;

(iii)

Options: the options to purchase or subscribe the Shares granted to the Beneficiaries, with a pre-determined price, during an specific period of time, according to Plan rules;

(iv)

Vested Options: the Options that have achieved the necessary conditions to allow the exercise of the right to subscribe the Shares;

(v)

Vesting Period: period when the Beneficiary cannot exercise, fully or partially, his options;

(vi)

Option Agreement: agreement granting the option to purchase and/or subscribe Shares, to be executed between the Company and each of the Beneficiaries;

(vii)

Grant Date: date when the Option Agreement is signed, formalizing the Grant to the Beneficiaries;

(viii)

Fair Value of the Option: monetary value of the Options, calculated according to Pricing Models for Options well known in the market;

(ix)

Beneficiaries: individuals selected by resolution of the Company’s Board of Directors as the titleholders of the Options under the Plan;

(x)

B3 S.A. – Brasil, Bolsa, Balcão (“B3”);

(xi)

Base Price of the Share: average of Share price, weighted according to the daily trade volume, during the Assessment Period on B3;

(xii)

Assessment Period of the Base Price of the Share: period, to be defined by the Board of Directors, prior to the Grant of the Options, to determinate the Base Price of the Share;

(xiii)

Similar Companies: companies in the telecommunications segment and other correlated segments, as defined by the Board of Directors;

(xiv)

Total Shareholder Return (TSR): Concept used to compare the performance of Shares of different companies in a certain time interval, combining the variation of the Share price and Dividends to demonstrate the total return to shareholders. It is calculated using the formula: (Final Share Price - Initial Share Price + Dividends) / Initial Share Price. For purposes of calculating this indicator, when a company has more than one class of Share, the result of the TSR of each one will be weighted by the total market value (Share price x volume of Shares), with reference to the period of the Initial Share Price;

(xv)

Initial Share Price: average of the share price, weighted by daily trade volume in B3, in the exactly same period defined as the Assessment Period of the Base Price of the Share.

(xvi)

Final Share Price: average of the share price, weighted by daily trade volume on the B3 in a period immediately prior to the Vesting Period and equal in size (number of days) to the Assessment Period of the Base Price of the Share;

(xvii)

Dividends: are a portion of the profit of a corporation that is distributed to shareholders at the end of each exercise, according to the § 2 of art. 202 of corporate law in Brazil. For the purpose of calculating the TSR, all dividends paid in the period between the reference dates of the Initial Share Price and the Final Share Price will be used;

(xviii)

Relative Stock Performance: is a rank of Stock Performance, including the shares of TIM S.A., Similar Companies and/or representative indexes of the securities portfolio, calculated using the concept of Total Shareholder Return. The result, in accordance to the conditions established on the Option Agreement, is used as a basis for defining the adjustment of the Base Price of the Share and the consequent definition of the Exercise Price.

(xix)

Exercise Price: price to be paid by the Beneficiary to the Company as a result of the exercise of the Options, as provided in Section 9 of this Plan, which will correspond to the Base Price of the Share, adjusted to more or less, according to the Relative Performance percentage;

(xx)

Exercise Periods: the periods stipulated by the Board of Directors in each financial year, during which the Beneficiaries may exercise the Vested Options;

(xxi)

Exercise of the Options: the effective subscription or purchase by the Beneficiary of the Shares related to the Options granted to him by the Option Agreement;

(xxii)

Compensation Committee: advisory committee of the Company’s Board of Directors, having the attributions established in the Internal Regiment of the Company’s Board of Directors and the documents attached thereto, as approved at the Meeting of the Company’s Board of Directors held on 09/30/2008;

ADMINISTRATION OF THE PLAN

3.1. The Plan shall be administered by the Company’s Board of Directors, which may delegate the attributions it deems fit to the Compensation Committee, subject to the terms of the Plan and the limitations established under the law and the Company’s By-laws.

3.2. The Board of Directors will have authority to administer the Plan, subject to the Company’s By-laws, having powers to:

(i) deliberate on any and all arrangements concerning the administration of the Plan, the interpretation, detailing and application of the general rules established herein;

(ii) modify the terms and conditions of the Options granted, so as to adjust them to any requirements set forth by any statutory or regulatory change applicable to the Plan or the Option Agreement;

(iii) decide about omitted cases, subject to the general guidelines of the Plan and the applicable laws;

(iv) examine exceptional situations deriving from, or related with, this Plan;

(v) select the Beneficiaries, at its sole discretion, as provided in Section 4 of this Plan;

(vi) authorize the Executive Board to sign the Option Agreements with the Plan Beneficiaries, as well as Share Subscription Agreements and any additives, if necessary; and

(vii) In case of exceptional situations that cause the impossibility of continuing the Plan, establish mechanisms and rules and / or modify the terms of the Option Agreement, including replacing it with similar instruments, in order to avoid distortion and prejudice to the Beneficiaries, the Company and its Shareholders, in strict alignment with the objectives of the Plan.

3.3. The Board of Directors may not, save for the adjustments expressly permitted by this Plan: (i) raise the maximum number of Shares that can be granted upon the exercise of Options granted; (ii) amend the provisions governing the eligibility of Beneficiaries; or (iii) without the titleholder’s consent, change or impair any rights or obligations arising out of any Option Agreements executed with any Beneficiaries.

ELIGIBLE BENEFICIARIES

4.1. The Board of Directors shall determine, among the highest-ranking collaborators and officers of the Company, those who are eligible Beneficiaries (“Eligible”), who are to be arranged in different categories, so as to distinguish their rewards, according to the positions held, the relevance of their duties, and their salary range.

4.2. The persons Eligible will be evaluated according to a procedure to be conducted by the People Value Management, under the supervision of the Company Chief Executive Officer, who shall, upon the completion of the evaluation, recommend the Beneficiaries to the Compensation Committee, among the Eligible persons, considering the importance and the crucial nature of the position, the performance of the Beneficiary, the latter’s involvement in strategic projects, as well as the added value offered by same to the Company.

4.3. Following the evaluation referenced in the preceding item, the Compensation Committee will prepare a proposal, to be examined and decided by the Board of Directors, for the definition of the Beneficiaries, as well as the number of Shares that will comprise the Option granted to each one.

SHARES INCLUDED IN THE PLAN

5.1. The Options granted according to the Plan, whether or not previously exercised, and excluding the Options cancelled according to the provisions in Section 13 hereunder, may grant rights in a number of Shares not to exceed 2% (two percent) of the total number of Shares issued by the Company during the term of the Plan, as long as the total number of Shares issued or liable to be issued under the Plan falls within the limit of the Company’s authorized capital.

5.2. So as to enable the exercise of Options granted under the Plan, the Company may, at the discretion of the Board of Directors: (a) issue new Shares, within the limit of the Company’s authorized capital, or (b) sell Treasury Shares to the Beneficiary.

5.3. According to the provisions in article 171, §3, of Law 6404/76, the shareholders will not have a preemptive right in the grant of the Options or in the exercise thereof by the Beneficiaries.

GRANT OF OPTIONS

6.1. In view of the grant of the Options, the Company’s Board of Directors shall determine, based on a proposal prepared by the Compensation Committee:

(i) the total and individual amount of the grant, whose translation in volume of Options shall respect the Fair Value at the grant date and the limit of Shares provided in Section 5.1 of this Plan;

(ii) the list of Similar Companies and indexes representing securities portfolios comprising the Relative Stock Performance Comparison;

(iii) Assessment Periods of the Base Price of Share, the Initial Share Price and the Final Share Price;

and

(iv) the conditions for the readjustment of the Base Price of the Share in accordance to the Company position on the Relative Stock Performance Rank, observing the minimum and maximum limits set out in clause 9 below;

6.2. The granting of Options to the Beneficiaries must be executed within no more than 3 (three) years, counted as of the date of the approval of the Plan (“Granting Period”), provided that the Board of Directors will be responsible for determining the dates and the periodicity of the grants.

6.3. The Options shall be granted upon the execution of the Option Agreement, prepared according to the Plan rules, which shall specify, without prejudice to any other conditions determined by the Board of Directors: (a) the number of Shares comprising the Option granted; (b) the conditions for the acquisition of the right to exercise the Option; (c) the deadline for the exercise of the Option, subject to the provisions in Section 8.1 of this Plan; and (d) the criteria for the definition of the Exercise Price and the payment terms..

6.4. Any Option granted according to the Plan is subject to all the terms and conditions set forth herein, which shall prevail in case of inconsistency regarding the terms and conditions of any agreement or supplementary document.

VESTING PERIOD

7.1. The Options granted according to the Plan may be exercised by the Beneficiaries observing the minimum vesting periods established hereunder:

(a) up to 1/3 (one third) of the Shares comprising the Option may be acquired or subscribed as of 1 (one) year after the execution date of the Option Agreement;

(b) up to 2/3 (two thirds) of the Shares comprising the Option may be acquired or subscribed as of 2 (two) years after the execution date of the Option Agreement; and

(c) the totality of the Shares comprising the Option may be acquired or subscribed as of 3 (three) years after the execution date of the Option Agreement.

7.2. In any case, the exercise of the Option must be formalized within the maximum term established in Section 8.2 hereunder.

7.3. The Beneficiary will forfeit the right to exercise any part of the Option not exercised according to the terms and conditions stipulated, in which case the Beneficiary will have no right to compensation.

EXERCISE OF THE OPTIONS

8.1. The exercise of options will be possible only during the Exercise Period.

8.2. Exercise Periods should be opened by the Board of Directors at least annually and preferably after the end of each Vesting Period.

8.3. After the third year, when all Options have become Vested, the Beneficiaries may request the opening of Exercise Periods to the Board of Directors, which has a deadline of 90 days to do so.

8.4. The maximum term for the exercise of the Options will be 6 (six) years, counted as of the date of their grant.

8.5. The People Value Management will inform the Beneficiaries, before the start of the Exercise Period, the Exercise Price, determined according to the Section 9 of this Plan.

8.6. The exercise of the Options shall be formalized by the Beneficiary upon written notice to the Company, and delivered to People Value Management, provided that the Beneficiary shall inform the number of Shares to be acquired or subscribed and the total amount of the respective Exercise Price.

8.7. During the Options’ term, People Value Management shall inform the Beneficiaries of the payment and general terms for the delivery of Shares comprising the Options, so as to afford the Company enough time to issue new Shares or to acquire Shares on the market aiming the physical liquidation of the Options exercised.

8.8. The Board of Directors may determine the suspension of the right to exercise the Options, whenever situations are found to exist that, according to the law or the regulations in effect, restrict or prevent the negotiation of Shares by the Beneficiaries.

8.9. No Beneficiary will have any of the rights and privileges of shareholders of the Company until the Options are duly exercised and the Shares comprising the Options are subscribed or acquired and paid up in full.

8.10. The taxes and charges connected with the financial benefit resulting from the exercise of the Options will be incumbent exclusively upon the respective Beneficiaries.

OPTION EXERCISE PRICE

9.1. It will be incumbent upon the Board of Directors to stipulate the Exercise Price of the Options granted according to the terms of this Plan, based on the recommendation of the Compensation Committee, and subject to the criteria established in this Section.

9.2. The Exercise Price shall be calculated at the end of each vesting period, being only valid for the Options that become Vested at that moment. Once set the Exercise Price, it will remain valid until the end of the maximum period to exercise the Options.

9.3. For the purposes of the determination of the Exercise Price, the Base Price of the Share will be adjusted positively or negatively, according to the position in the Relative Performance Rank achieved by the Shares.

9.4. If the position reached by the Company's Shares is between the last position and the middle position, the Base Price of the Share shall be adjusted positively by a percentage that will be recommended by the Compensation Committee and set by the Board of Directors, limited to:

(a) 5% of Base Price of the Share for the 1st Vesting Period;

(b) 10% of Base Price of the Share for the 2nd Vesting Period;

9.5. If the Company's shares reach the last position, the Beneficiaries will lose the right over 25% of the Options that become Vested at that moment.

9.6. If the position reached by the Company's shares is between the first position and the middle position, the Base Price of the Share will be negatively adjusted by a percentage that will be recommended by the Compensation Committee and set by the Board of Directors, limited to:

(a) -5% of Base Price of the Share for the 1st Vesting Period;

(b) -10% of Base Price of the Share for the 2nd Vesting Period;

10.

PAYMENT

10.1. The payment of the Exercise Price shall be effected upon the acquisition, in cash, with the Beneficiary’s own funds.

10.2. Alternately, if the legal relationship between the Beneficiary and the Company is in effect, the Board of Directors may: (i) approve the grant to the Beneficiary of a term of up to 10 (ten) days for the payment of the Exercise Price by the Beneficiary; or (ii) approve the grant of funding to the Beneficiary, which, at the discretion of and rules established by the Board of Directors, may be formalized with the issuance of a pro soluto promissory note for the full amount of the debt, issued by the Beneficiary to the benefit of the Company.

11.

RIGHT OF PREFERENCE

11.1. The Board of Directors may determine that the sale of Shares by the Beneficiaries must observe the Company’s right of preference.

11.1.1. When the Company is notified of the exercise by the beneficiaries, the Company will have up to 5 business days to express its preemptive right to purchase the shares, as well as the offer's validity deadline

11.1.1.1 In the case of the exercise of the preemptive right by the Company, the price per Share will correspond to the average price weighted by the volume of negotiations calculated at B3 during the last 5 trading sessions, prior to the date of the exercise notification.

11.1.2. If the beneficiary does not sell all the shares within the offer's expiration date, he must notify the Company when he intends to sell his shares and wait up to 5 business days for his manifestation.

11.1.2.1. In the case of the exercise of the preemptive right by the Company, the price per Share will correspond to the average price weighted by the volume of negotiations calculated at B3 during the last 5 trading sessions, prior to the date of the notification of intention to sell”.

12.

CORPORATE REORGANIZATION AND CHANGE IN THE NUMBER OF SHARES

12.1. The grant of Options according to the Plan will not prevent the Company from participating in any corporate reorganization processes, such as transformation, merger, consolidation or spin-off, it being incumbent upon the Board of Directors to deliberate as to the effects of the corporate reorganization on Options granted through the date of the event.

12.2. In case of change in the number of shares issued by the Company, as a result of a capital increase or decrease, share grouping, share splits, share bonus, conversion of shares of a certain kind or class into another, or conversion of other securities issued by the Company into shares, the Options and the Exercise Price shall also be adjusted by the Board of Directors, so as to avoid any distortions or losses to the Company, its shareholders and the Beneficiaries.

13.

TERMINATION OR ABSENCE OF THE BENEFICIARY

13.1. In the event that the Beneficiary chooses to terminate his or her employment with the Company, or if the term of office, employment contract or service agreement of the Beneficiary is terminated by the Company, without cause (or without the occurrence of facts that would be cause for termination if the Beneficiary were an employee of the Company), the Option rights that are not exercisable on the termination date, according to the rules of the Option Agreement, will be automatically and lawfully cancelled, with no need for prior notice or indemnification.

13.1.1. With regards to any Option rights that are exercisable by the Beneficiary on the termination date, according to the rules of the Option Agreement, such rights may be exercised within 6 months from the termination date, subject to their lawful cancellation, with no need for prior notice or indemnification.

13.1.2. Notwithstanding the provisions in item 13.1.1, the Board of Directors may, exceptionally, anticipate the Exercise Period pertaining to the Options granted to the Beneficiaries terminated from the Company for any of the causes listed in Section 13.1.

13.1.3. In case of termination by decision of the Company within a period of up to 12 (twelve) months, counted as of the date of an event characterizing transfer of the equity control of the Company, the Beneficiary may exercise the Option in full, regarding both the rights that are exercisable and those not yet exercisable upon the termination, provided that the Board of Directors shall take the necessary actions to this end, including the definition of the conditions for the exercise of the Options.

13.2. If the term of office, employment contract or service agreement of the Beneficiary is terminated by the Company with just cause (or upon the occurrence of facts that would be cause for dismissal if the Beneficiary were an employee of the Company), any and all rights resulting from the Option Agreement will be deemed automatically and lawfully cancelled, with no need for prior notice or indemnification..

13.3. In case of death of the Beneficiary, his or her heirs and successors may exercise the Option in full, in regards to the rights exercisable or not yet exercisable on the date of the death, according to the provisions of the Option Agreement, within no more than 1 (one) year, counted as of the date of the death, subject to the lawful forfeiture thereof, with no need for prior notice or indemnification..

13.4. In the event of long term absence of the Beneficiary, preventing it from performing his duties at the Company, the Board of Directors may authorize the full exercise of the options with respect to rights exercisable or not yet exercisable at the time.

13.5. For the purposes of the provisions of this Section, the termination will not be deemed to have happened in case the Beneficiaries are transferred to another company of the same economic conglomerate as the Company, which is defined as any entity that controls the Company, directly or indirectly, any affiliate, subsidiary or a company controlled by the same organization as the Company.

14.

DURATION OF THE PLAN

14.1. The Plan will be effective as of the date of its approval by the Shareholders’ Meeting of the Company and will remain effective until the rights stemming from the Options granted are fully exercised, within the term stipulated in Section 8.4.

14.2. In case of dissolution and liquidation of the Company, the Plan and the Options based thereon will be deemed automatically terminated.

15.

DIVIDENDS

15.1. The Shares acquired or subscribed by the Beneficiaries as a result of the exercise of the Options will be entitled to the dividends, interest on own capital, and other earnings declared by the Company as of the date of the physical liquidation of the exercise of the Options, with the transfer of the Shares to the Beneficiary.

16.

MISCELLANEOUS

16.1. The execution of the Agreement implies the explicit acceptance of all the terms of the Plan by the Beneficiary, who undertakes to adhere to them fully and completely.

16.2. No provision of the Plan or Option granted under the Plan entitles any Beneficiary to remain as a director, officer, employee or service provider of the Company.

16.3. The rights and obligations resulting from the Plan and the Option Agreement may neither be assigned nor transferred, in full or in part, by either party, or given in security of any obligations, without the prior written consent of the other party.

16.4. It is hereby expressly agreed that the fact that either party fails to exercise any right, power, remedy or option, ensured by law, by the Plan or the Option Agreement, will not constitute a novation, nor will any delay in the execution of any obligations by any parties, which will not prevent the other party, at its sole discretion, from exercising such rights, powers, remedies or options, at any time, which will be added to and not replace any others ensured by law.

16.5. The courts in the judiciary district of the City of Rio de Janeiro are hereby elected, with the waiver of any others, no matter how privileged, to settle any disputes that arise in connection with the Plan.

* * *

14. Proposed amendment to Long-Term
Incentive Plan/Share-based Compensation 2018

TIM S.A.

LONG-TERM INCENTIVE PLAN

PURPOSE OF THE PLAN

1.1. The purpose of this Long-Term Incentive Plan ("Plan"), established in accordance with the applicable legislation and regulations, is to enable the administrators and/or employees of TIM S.A. (“Company”) or other companies under its direct or indirect control (which are included in the definition of Company for the purposes of this Plan), to receive payments on shares issued by the Company, subject to certain conditions of time and / or performance, in order to stimulate the expansion, success and achievement of the Company's corporate objectives and to align the interests of the Company’s administrators and/or employees with the interests of its shareholders.

DEFINITIONS

2.1. The terms below, when used in capital letters throughout this Plan, whether in the plural or in the singular, shall respect the following definitions:

(i)

Plan: the present Long-Term Incentive Plan, duly approved by the Company's Shareholders Meeting;

(ii)

Shares: common shares issued by TIM S.A. or other type of shares in which they are converted;

(iii)

Granted Shares: means the Shares granted to the Participants and subject to the regulations of this Plan and the respective Share Grant Agreement;

(iv)

Restricted Shares: Granted Shares subject to vesting conditions, the regulations of this Plan and the respective Share Grant Agreement;

(v)

Performance Shares: Granted Shares subject to vesting and performance conditions, the regulations of this Plan and the respective Share Grant Agreement;

(vi)

Vesting Period: period in which the Participant is unable to receive the Shares Granted to him or part thereof;

(vii)

Performance Factors: means the factors related to the Performance targets, established for the Performance Shares, that can modify, up or down, the volume of Granted Shares;

(viii)

Share Grant Agreement: means the particular instrument granting Shares, to be celebrated between the Company and the Eligible, through which he acquires the status of Participant, declaring that he knows and accepts all the terms and conditions of the Plan;

(ix)

Grant Date: unless otherwise stated in the Share Grant Agreement, means the date of the meeting of the Board of Directors that resolved on the granting of the Shares to the Participants;

(x)

Participants: natural persons selected by the Company's Board of Directors as eligible to the Plan, among administrators and/or employees of the TIM S.A. or companies under its control;

(xi)

Termination: means the termination of the legal relationship of an administrator or employee between the Participant and the Company or companies under its control, for any reason, including without limitation, resignation, dismissal, substitution or termination of office as administrator without reelection, application for voluntary dismissal and / or dismissal with or without cause;

(xii)

B3: B3 S.A. – Brasil, Bolsa, Balcão;

(xiii)

Base Price of the Share: average of share price, weighted by the daily financial trading volume on B3, during the Assessment Period of the Base Price of the Share;

(xiv)

Assessment Period of the Base Price of the Share: period, to be defined by the Board of Directors, prior to the Grant of the Shares, to determinate the Base Price of the Share

(xv)

Stock Ownership Guidelines: it is the policy that determines the minimum volume of Shares that a Participant must maintain on its property during its relationship with the Company;

(xvi)

Board of Directors: means the Board of Directors of the Company;

(xvii)

Compensation Committee: means the compensation advisory committee of the Company’s Board of Directors, having the attributions established in the Internal Regiment of the Company’s Board of Directors and the documents attached thereto, as approved at the Meeting of the Company’s Board of Directors held on 09/30/2008 and;

(xviii)

Eligible: as definitions stated on item 4.1 below.

ADMINISTRATION OF THE PLAN

3.2. The Board of Directors will have authority to administer the Plan, subject to the Company’s By-laws, having powers to:

(i)

deliberate on any and all arrangements concerning the administration of the Plan, the interpretation, detailing and application of the general rules established herein;

(ii)

modify the terms and conditions of the Shares granted, so as to adjust them to any requirements set forth by any statutory or regulatory change applicable to the Plan or contract; except what is stated on item 3.3;

(iii)

decide on omitted cases, observing Plan’s regulation and applicable law;

(iv)

examine exceptional situations related with this Plan;

(v)

select the Participants, at its sole discretion;

(vi)

authorize Company’s administrators to sign Share Grant Agreement with Participants of the Plan; and

(vii)

in case of exceptional situations that cause the impossibility of Plan continuity, create mechanisms and rules and/or change the Share Grant Contract, including its substitution by similar contracts, avoiding any distortion and loss to Participants, Company, and Shareholders, in strict alignment to Plan objectives;

3.3. The Board of Directors may not, save for the adjustments expressly permitted by this Plan: (i) raise the maximum number of Shares that can be granted; (ii) amend the provisions governing

the eligibility of Participants; or (iii) without the titleholder’s consent, change or impair any rights or obligations arising out of any agreements executed with any Participant.

ELIGIBLE

4.1. The Board of Directors shall determine, among administrators and/or employees of the Company's most senior hierarchical level, those eligible as Participants ("Eligible"), who will be classified in different categories, in order to differentiate their incentives through Granted Shares, according to the Position, the relevance of their function and their salary range.

4.2. The Eligible should be evaluated through a procedure conducted by the Board of Human Resources and supervised by the Company's Chief Executive Officer, who, once the evaluation is completed, will recommend to the Compensation Committee, among the Eligible, the Participants, given the importance and essentiality of their function, their performance, their involvement in strategic projects and the added value that they offer to the Company.

4.3. After examining the valuation referred to in the previous clause, the Compensation Committee will prepare a proposal, to be assessed and resolved by the Board of Directors, for the definition of the Participants, as well as the maximum number of Restricted Shares and Performance Shares to be granted to them.

SHARES INCLUDED IN THE PLAN

5.1. The Granted Shares, may be Restricted Shares and / or Performance Shares, under the Plan, including those already transferred on behalf of the Participants or not, and discounted those canceled under Clause 11 below, may confer rights on a number of Shares that do not exceeds 2% (two percent) of the total Shares issued by the Company during the term of the Plan..

5.2. For the purpose of satisfying the transfer of Shares granted under the Plan, the Company may, at the discretion of the Board of Directors, transfer to the Participant Shares held in treasury.

SHARE GRANT

6.1. For the purposes of Granting of Shares, the Company's Board of Directors will determine, based on a proposal prepared by the Compensation Committee:

(i)

the total and individual value of the Share Grant, distributed between Restricted Shares and Performance Shares, whose translation in volume of Shares shall respect the Base Price of the Share and the maximum limit set forth in Section 5.1 of this Plan;

(ii)

the Assessment Periods of the Base Price of the Share; and

(iii)

the Vesting Period for total or partial transfer of the Shares on behalf of the Participants;

(iv)

the Performance Conditions that must be achieved for full or partial transfer of the Performance Shares on behalf of the Participants

(v)

the Performance Factors that may modify the volume of Shares Granted, respecting the maximum limit provided in Clause 5.1 of this Plan; and

(vi)

the individual volume of Shares that will be subject to Share Ownership Guidelines;

6.2. The Granting of Shares to the Participants shall be carried out within three (3) years as from the date of approval of the Plan, and the Board of Directors shall determine the time and periodicity of the grants.

6.3. The Granting of Shares shall be done by means of the execution of the Share Grant Agreement, prepared in accordance with the rules of this Plan and which shall specify, without prejudice to other conditions determined by the Board of Directors: (a) the number of Shares object of the grant ; (B) the general conditions and performance and vesting period for acquiring the right to receive the Shares; (D) the performance factors and how they may modify the volume of Granted Performance Shares and (e) the volume of Shares that will be subject to Share Ownership Guidelines.

6.4. Any Share granted under the Plan is subject to all terms and conditions set forth herein, which will prevail in the event of inconsistency with respect to regulations of any Share Grant Agreement or supplementary document.

VESTING PERIOD

7.1. The Shares Granted under the Plan may be transferred to the Participants in compliance with the minimum vesting periods established by the Board of Directors, observing the maximum limit of 1/3 (one third) of the volume of Shares Granted, for each year, accumulated from the Grant Date;

SHARE TRANSFER TO THE PARTICIPANTS

8.1. The maximum term of the Company to transfer the shares to the Participant, meeting the applicable performance and vesting conditions, is 90 days after the end of the vesting period. After this period, the Company shall pay the equivalent amount in cash, as provided in Clause 9. The restriction periods of item 8.2 are not considered for the purposes of the maximum term.

8.2. The Board of Directors may determine the suspension of the right to receive Shares whenever there are situations that, according to the law or regulation in force, restrict or impede the trading of Shares by the Participants.

8.3. If the Company is unable to transfer the Shares due to the refusal or inertia of the Participants, in particular considering the required formalities, the Company will be considered exempt from any liability related to the effective delivery of such Shares.

PAYMENT IN CASH

9.1. The Board of Directors may establish that, instead of transferring part or all of the Shares to the Participant, the Company will pay him the cash equivalent.

9.2. The payment shall be made to the Participant, in the account under his name specified on the Share Grant Agreement, until the last working day of the subsequent month of the ending month of the vesting period.

10.

CORPORATE REORGANIZATION AND CHANGE IN THE NUMBER OF SHARES

10.1. The Granting of Shares under the Plan shall not prevent the Company from participating in corporate reorganization operations, such as transformation, merger or spin-off, and the Board of Directors shall resolve on the effects of the corporate reorganization for the Shares Granted up to the date of event.

10.2. In the event of a change in the number of shares issued by the Company, as a result of capital increase or reduction, grouping, split, bonus, conversion of shares of one kind or class into another or conversion of other securities issued by the Company into shares, The number of Granted or to be Granted Shares shall also be adjusted by the Board of Directors in order to avoid any distortions and losses to the Company, its shareholders and the Participants.

10.3. In the event of a change in Control of the Company, all Shares Granted (considering 100% of the performance conditions for the remaining period), regardless of the fulfillment of the vesting period, shall be paid to the Participants in cash, to the value of the Share in the operation which configured the change of Control of the Company.

11. TERMINATION OR ABSENCE OF THE PARTICIPANT

11.1. In the event that the Participant voluntarily leaves the Company, the rights to receive the Granted Shares that have not yet completed the Vesting Period on the date of termination will automatically be terminated, regardless of prior notice or indemnification.

11.2. In the event of Termination by decision of the Company and without the occurrence of just cause (or without the occurrence of facts that would constitute just cause was the Participant employee of the Company), the rights to receive the Granted Shares that have not yet completed the Vesting Period in the the date of termination shall be proportional to the Vesting Period effectively completed, dividing the total of months completed by the total of months that comprise the Vesting Period, considering the period of 30 calendar days as the "month".

11.3. In the event of Termination by decision of the Company with the occurrence of just cause (or with the occurrence of facts that would constitute just cause was the Participant employee of the Company), the rights to receive the Granted Shares will automatically and lawfully be extinguished, regardless of notice or indemnification.

11.4. In the event of the death of the Participant, its heirs and successors will receive in full the amounts of the Granted Shares that have not yet completed the Vesting Period (considering 100% of the performance conditions for the remaining period) in cash, regardless of the fulfillment of the Vesting Period.

11.5. In the event of long term absence of the Participant, making it impossible for him to perform his activities in the Company, the Board of Directors may authorize the transfer of part or all of the Shares object of his Share Grant Agreement, observed the vesting period.

11.6. For the purposes of this Clause, the Board of Directors may determine that the termination shall not have occurred in the event that the Participants are transferred to another company of the same company group (thus understood as any direct or indirect controlling entity of the Company, affiliate, subsidiary or subject to common control) and to determine specific rules for the treatment of such cases.

12.

DURATION OF THE PLAN

12.1. The Plan will be effective on the date of its approval by the Company's Shareholders Meeting and will remain effective until the rights resulting from the Shares granted are fully exercised.

12.2. In the event of dissolution and liquidation of the Company, the Plan and the Shares based thereon will be automatically terminated.

13.

SHAREHOLDER RIGHTS

13.1. The shares delivered to the Participants shall have the rights established in this Plan and in the respective Contracts, provided that the Participant shall not have any of the rights and privileges of a Company's shareholder, in particular, to receive dividends and interest on own capital related to the Granted Shares, until the date of its transfer to the Participants

13.2. Notwithstanding the provisions of Clause 13.1, the Board of Directors may establish the payment of the amount equivalent to such dividends and interest in cash or in shares, in the manner to be established in the Share Grant Agreement.

14.

MISCELLANEOUS

14.1. The signature of the Share Grant Agreement will imply the express acceptance of all terms of the Plan by the Participant, which is fully bound to comply with them.

14.2. No provision of the Plan or Share granted under the Plan shall entitle any Participant to remain as an administrator and/or employee or yet as a service provider of the Company.

14.3. The rights and obligations resulting from the Plan and the Share Grant Agreement may neither be assigned nor transferred, in full or in part by the Participant, or given in security of any obligations, without the prior written consent of the Board of Directors.

14.4. It is hereby expressly agreed that either party abstention to exercise any right, power, resource or faculty, ensured by law, by the Plan or the Share Grant Agreement, will not constitute a novation, nor will any eventual delay tolerance in the execution of any obligations by any of the parties. Any of the hypotheses will not prevent the other party, at its sole discretion, from exercising such rights, powers, resources or faculties, at any time, which will be added to and not replace any others ensured by law.

14.5. The courts in the judiciary district of the City of Rio de Janeiro are hereby elected, with the waiver of any others, no matter how privileged, to settle any disputes that arise in connection with the Plan.

* * *

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: July 30, 2020	By:	/s/ Adrian Calaza

		Name: Adrian Calaza
		Title: Chief Financial Officer and Investor Relations Officer TIM Participações S.A.

FORWARD-LOOKING STATEMENTS

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.