TIM Participacoes : Minutes of AGM/EGM 2019

TIM PARTICIPAÇÕES S.A.

Publicly-Held Company

CNPJ/MF 02.558.115/0001-21

NIRE 33.300.276.963

MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING

HELD ON March 28th, 2019

DATE, TIME AND PLACE: On March 28th, 2019, at 11:05 a.m., at the head office of TIM Participações S.A. ("Company"), located at Avenida João Cabral de Mello Neto, Nr. 850, South Tower, 13th floor, Barra da Tijuca, in the City and State of Rio de Janeiro.

PRESENCE: Shareholders representing 87.19% of the total capital stock, including holders of the American Depositary Receipts, these representing percentage of 12.89% of the total capital stock, pursuant to (1) the signatures on the Shareholders' Attendance Book; and (2) by the valid distance voting ballots received on the terms of the CVM rules. Also attended the meeting Messrs. Sami Foguel, Diretor Presidente; Adrian Calaza, Chief Financial Officer and Diretor de Relações com Investidores; Giovane Costa, Human Resources Officer; Jaques Horn, Diretor Jurídico; Walmir Kesseli, Chairman of the Fiscal Council; Alberto Emmanuel Carvalho Whitaker, member of the Board of Directors and Coordinator of the Statutory Audit Committee; and Herculano Anibal Alves, member of the Board of Directors and Chairman of the Control and Risks Committee. It is registered the attendance of Mr. Alexandre Alvares, representative of the Company's independent auditors, PricewaterhouseCoopers Brasil Ltda. ("PwC"), and Mrs. Leticia Salles, representative of Advisia Consultoria de Gestão Empresarial Ltda.

BOARD: Chairman - Mr. Robson Goulart Barreto; Secretary - Mr. Jaques Horn.

PUBLICATIONS AND SUMMONS: (1) The management's report, the financial statements, the Fiscal Council's opinion, the Statutory Audit Committee's Report and the independent auditors' report, related to the fiscal year ended on December 31st, 2018, were published on February 25th, 2019, on pages 5 to 17 of the Official Gazette of the State of Rio de Janeiro; on pages B13 to B21 of the Valor Econômico; and (2) The Call Notice was published on February 27tht, 28th and on March 7th, 2019, on

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pages 94, 94 and 23 of the Official Gazette of the State of Rio de Janeiro; and on February 27th, 28th and on March 1st, 2019, on pages B7, B5 and B5 of the Valor Econômico, respectively.

On Annual Shareholders' Meeting:(1) To resolve on the management's report and the financial statements of the Company, dated as of December 31st, 2018; (2) To resolve on the management's proposal for the allocation of the results related to the fiscal year of 2018 and the distribution of dividends by the Company; (3) To resolve on the composition of the Board of Directors of the Company; (4) To elect the Company's Board Members; (5) To resolve on the composition of the Fiscal Council of the Company; (6) To elect the effective and alternate members of the Fiscal Council; and (7) To resolve on the Compensation Proposal for the Company's Administrators, members of the Committees and the members of the Fiscal Council of the Company, for the year of 2019.

On Extraordinary Shareholders' Meeting: (1) To resolve on the proposal for the extension of the Cooperation and Support Agreement, through the execution of its 12th amendment, to be entered into between Telecom Italia S.p.A., on the one hand, and TIM S.A., on the other hand.

RESOLUTIONS: First, the Chairman of the Board registered, on yesterday's date, the receipt by the Company of the corporate documentation sent by the company DOCAS INVESTIMENTOS LTDA. in which it claims to be qualified to exercise voting rights in this Meeting as successor by incorporation of JVCO Participações Ltda., in the amount of 21,734,771 (twenty-one million, seven hundred and thirty-four thousand, seven hundred and seventy-one) common shares currently held by fiduciary of the also shareholder TIM Brasil Serviços e Participações S.A. Regardeless of the fact that such merger would have been implemented in September of 2018 and, what appears in the records of its bookkeeping agent and of the Company itself, was never previously notified, the Board decided to comply with the request for participation and exercise of the voting rights by DOCAS INVESTIMENTOS LTDA. at this Ordinary and Extraordinary Shareholders' Meeting, without prejudice to any shareholders rights on questioning such participation and the votes to be cast by it on the matters included in the Agenda. Then, the Chainman proposed: (1) the dismissal of the reading of the documents related to the agenda to be discussed on this Annual and Extraordinary Shareholders' Meeting, according to the Section 134 of the Law Nr. 6,404/76, taking into account that the shareholders are fully aware of the contents thereof; (2) the recording of these minutes as a

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summary and its publication without the signatures of all shareholders, in accordance with Section 130, paragraphs 1 and 2, of Law Nr. 6,404/76, respectively; (3) the voting statements, abstentions, protests and dissidences, eventually casted, were received, numbered and certified by the Board, and be filed at the Company's headquarters, pursuant to Section 130, paragraph 1, of Law Nr. 6,404/76; and (4) that the minutes of the Annual and Extraordinary Shareholders' Meeting be recorded as a single document, pursuant to Section 131, sole paragraph, of the Law Nr. 6,404/76.

The shareholders attending the meeting agreed with the proposals presented by the Chairman. Next, the Chairman read the consolidated voting map of the votes received by the distance voting ballots, which was distributed to the attendees and was also available for consultation, pursuant to the Section 21-W, paragraph 4 of CVM Instruction Nr. 481. Finally, after analysis and discussion of the items in the Agenda, the shareholders resolved:

On Annual Shareholders' Meeting:

(1)To approve, by the majority of the votes casted, corresponding approximately to 95.41% of the votes in favor, as per the consolidated voting map attached hereto, the management's report and the individual and consolidated financial statements of the Company, related to the fiscal year ended on December 31st, 2018, which were duly audited by the independent auditors of the Company, PwC, with its respective report, as well as with the opinion of the Company's Fiscal Council and the report of the Company's Statutory Audit Committee;

(2)To approve, by the majority of votes casted, corresponding approximately to 99.99% of the votes in favor, as per the consolidated voting map attached hereto, the management's proposal to allocate the results related to the fiscal year of 2018, along with the opinion of the Fiscal Council, which contemplates that the net profit of the fiscal year 2018, in the amount of two billion, five hundred and forty-fivemillion, one hundred and one thousand, thirty-twoReais and one cent (R$2,545,101,032.01), shall be allocated as follows:

(2.1) For the Profit Reserve, it shall be allocated the amount of four hundred and fifty-fourthousand, five hundred and

one hundred and forty-six million, sixty-two Reais and two cents

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(R$146,454,562.02),related to the tax benefit amount of income tax reduction incurred in the fiscal year of 2018;

(2.2) To the Legal Reserve, according to Section 193 of the Law Nr. 6,404/76, five percent (5%) of the 2018 net profits, in the amount of one hundred and nineteen million, nine hundred and thirty-twothousand, three hundred and twenty-threeReais and fifty cents (R$119,932,323.50);

(2.3) As interest on shareholders' equity (gross), the amount of eight hundred and forty-ninemillion, nine hundred and ninety-threethousand, eight hundred and seven Reais and forty-eightcents (R$849,993,807.48), approved along the year of 2018 and paid in August 10th, 2018, November 12th,

2018 and January 24th, 2019, as follows: (i) the amount of five hundred sixty-ninemillion, six

hundred and seventy-eight thousand, five hundred and thirty-six Reais and sixty-two cents (R$

569,678,536.62) is imputed to the amount of the mandatory minimum dividend; and (ii) the

remaining amount of two hundred and eighty million, three hundred and fifteen thousand, two

hundred and seventy Reais and eighty six cents (R$280,315,270.86) was distributed as additional dividends to the mandatory minimum set forth in the Company's By-Laws;and

(2.4) For the Statutory Reserve for Expansion, pursuant to the Company's By-Laws, the remaining balance of the net profits, in the amount of one billion, four hundred and twenty-eightmillion, seven hundred and twenty thousand, three hundred and thirty-nineReais and one cent (R$1,428,720,339.01).

(3)To approve, by the majority of the votes casted, corresponding approximately to 99.93% of the votes in favor, as per the consolidated voting map attached hereto, the composition of the Company's Board of Directors with 10 (ten) effective members.

(4)The Chairman informed those present that no shareholder requested the adoption of the multiple voting system. Then asked the minority shareholders present of their interest in requesting the voting in separate for the member of the Board of Directors referred to in Section 141, paragraphs 4 and 5, of Law Nr. 6,404/76; in view of the negative response of the attending shareholders, the slate of candidates composed by 10 (ten) effective members was put to vote, as

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per the proposal of TIM Brasil Serviços e Participações S.A., which was approved by the majority of the votes casted, corresponding approximately to 97% of the votes in favor, as per the consolidated voting map attached hereto, therefore, the shareholders, in order to compose the Board of Directors, elected:

(i)Agostino Nuzzolo, Italian, married, bachelor in Sciences of Economic and Financial Security, Law and Economics, bearer of Italian passport Nr. YA3957635, in force until October 4th, 2022, domiciled at Corso d'Italia, 41 - 00198, in the City of Rome, Italy;

(ii)Alberto Emmanuel Carvalho Whitaker, Brazilian, married, administrator and lawyer, bearer of the identity card Nr. 2.025.093, issued by SSP/SP, enrolled in the CPF/MF under Nr. 002.337.738-00, domiciled at Alameda Itu, Nr. 823, Apt. 31, Cerqueira Cesar, in the City and State of São Paulo, Brazil;

(iii)Carlo Nardello, Italian, married, bachelor in Economics, bearer of Italian passport Nr. YB2353402, in force until January 3rd, 2028, domiciled at Corso d'Italia, 41 - 00198, in the City of Rome, Italy;

(iv)Elisabetta Romano, Italian, married, bachelor in Computer Science, bearer of Italian passport Nr. YA5549980, in force until September 16th, 2024, domiciled at Corso d'Italia, 41 - 00198, in the City of Rome, Italy;

(v)Gesner José de Oliveira Filho, Brazilian, married, Economist, bearer of the identity card Nr. 6.968.227, issued by SSP/SP, enrolled in the CPF/MF under Nr. nº 013.784.028-47, domiciled at Rua Hungria, Nr. 574, Jardim Europa, in the City and State of São Paulo, Brazil;

(vi)Herculano Anibal Alves, Brazilian, married, Economist, bearer of the identity card Nr. 5.306.068, issued by SSP/SP, enrolled in the CPF/MF under Nr. 463.463.178-49, domiciled at Rua Traipu, Nr. 214, Apt. 122, Perdizes, in the City and State of São Paulo, Brazil;

(vii)Nicandro Durante, Brasilian, married, Business Administrator, bearer of the identity card Nr. 3.414.387, issued by SSP/SC, enrolled in the CPF/MF under Nr. 807.277.948-68, domiciliated at Rua Almirante Guilhem, Nr. 85, Apt. 701, Leblon, City and State of Rio de Janeiro, Brazil;

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