Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
TIM PARTICIPAÇÕES S.A.
Publicly-Held Company
CNPJ/MF 02.558.115/0001 -21
NIRE 33.300.276.963
CALL NOTICE EXTRAORDINARY SHAREHOLDERS MEETING
The Shareholders of TIM Participações S.A. (Company) are called upon, as set forth in Section No.124 of the Brazilian Law No. 6.404/76, to attend to the Companys Extraordinary Shareholders Meeting to be held on December 30th, 2009, at 09:00 am, at the Companys headquarters, located at Avenida das Américas, No. 3434, 1st Block, Barra da Tijuca, in the City and State of Rio de Janeiro, in order to resolve on the following Agenda:
(i) to examine, discuss and approve the Protocol and Justification of the Merger of Holdco Participações Ltda. (Holdco) into the Company (the Merger); (ii) to approve and ratify the appointment of the specialized company responsible for the valuation report of Holdcos shareholders equity, as well as the financial institution responsible for the economic valuation report; (iii) to analyze and approve the valuation report of Holdco prepared for purposes of the Merger, as well as the economic valuation report and the applicable substitution ratio; (iv) to approve the merger of Holdco into the Company, pursuant to the Protocol and Justification of the Merger, as well as authorize the management of the Company to take any and all supplementing measure deemed necessary to conclude the Merger; (v) to approve the capital increase of the Company due to the merger of Holdco, including the issuance of new common and preferred shares to JVCO Participações Ltda. (JVCO) and, as consequence, approve the modification of the Section 5th of the Companys By-Laws; and (vi) to ratify the election by co-optation of Mr. Marco Patuano as member of the Companys Board of Directors for complementation of the term of office, pursuant to the Section 150 of the Brazilian Law No. 6.404/76 and the Section 28, sole paragraph, of the Companys By-Laws, in accordance with the approval resolved on in the meeting of the Companys Board of Directors held on November 27th, 2009.
General Instructions:
1. The documents pertinent to the matters to be analyzed and discussed at the Shareholders Meeting are at the shareholders disposal at the Companys headquarters and at the electronic address www.tim.com.br/ir.
2. The shareholders or their qualified representatives shall observe, for participation in the Shareholders Meeting called upon herein, the provisions set forth in the Section No. 126 of the Brazilian Law No. 6.404/76 and the sole paragraph of the Section 15 of the Companys By-Laws. Accordingly, the shareholders to be represented at the Shareholders Meeting shall deposit at the Companys headquarters the respective documentation which support such shareholders representation, including the power of attorney and/or articles of incorporation and corporate acts related to the appointment, as the case may be, and the representatives identification document, in up to 02 (two) business days prior to the Shareholders Meeting. Within the same term, the holders of book entry shares or shares held in custody shall deposit copies of the identity card and the respective share statement issued at least 05 (five) business days prior to the Shareholders Meeting. The documentation mentioned herein shall be forwarded to the following address: TIM Participações S.A., Investor Relations Department, Mr. Claudio Zezza, Avenida das Américas, No. 3434, 1st Block, 6th floor, Zip Code: 22.640 -102, Barra da Tijuca, in the City and State of Rio de Janeiro.
Rio de Janeiro (RJ), December 14th, 2009.
Mario Cesar Pereira de Araujo
Chairman of the Board of Directors
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: December 15, 2009 | By: | /s/ Claudio Zezza | |
Name: Claudio Zezza | |||
Title: CFO and Investor Relations Officer |
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.