🧾 What This Document Is

This is the official minutes from TIM S.A.'s combined Annual and Extraordinary Shareholders' Meeting held on March 31, 2026. It's a legal record of all the major decisions approved by the company's owners (the shareholders). Think of it as the detailed "meeting notes" for the company's most important yearly gathering.

🏢 What The Company Does

TIM S.A. is a major Brazilian telecommunications company. 👉 In simple terms, they provide mobile phone, internet, and data services to millions of customers in Brazil. They compete in a tough market and are listed on the Brazilian stock exchange (B3) under the "Novo Mercado," which has strict corporate governance rules.

💰 Financial Highlights: 2025 Results

The shareholders reviewed and approved the 2025 financial statements. The key number everyone cares about is profit:

• Net Profit for 2025: R$4.312 billion (about $860 million USD).

This profit was allocated as follows, which shows where the company's earnings went:

• R$4.0 billion was already paid out to shareholders during 2025 and early 2026 as Interest on Shareholders' Equity (JCP) and Interim Dividends. This is the big return to investors.
• R$442.1 million went to a Profit Reserve for tax benefits.
• R$193.5 million was added to the Legal Reserve (a required rainy-day fund).
• R$577.2 million was kept for the Statutory Reserve for Expansion, to fund future growth.

👉 Why it matters: The company is profitable and committed to returning a significant portion (nearly all) of its earnings to shareholders. The large "Expansion Reserve" signals they are planning to reinvest in the business.

🚀 Key Moves & Governance Decisions

The meeting made several important decisions about leadership and control:

1. Board of Directors: Ratified the appointments of two directors, Denísio Augusto Liberato Delfino and Camillo Greco, and classified Mr. Delfino as an independent director.
2. Fiscal Council: Elected a new 3-member Fiscal Council (the company's internal watchdog). Notably, minority shareholder DOCAS INVESTIMENTOS LTDA. used its rights to directly elect one member, Elias de Matos Brito, and his alternate.
3. Management Compensation: Approved a total compensation package for 2026 of:
   • R$4.86 million for the Board of Directors.
   • R$3.024 million for Board Committees.
   • R$702,000 for the Fiscal Council.
   • R$47.498 million for the Board of Officers (executives).

🤝 The Deal with Telecom Italia

A key item from the Extraordinary meeting was approving the 19th amendment to a Cooperation and Support Agreement with Telecom Italia S.p.A. (TIM's former parent company).

• What: Extending the agreement for 12 months, until April 30, 2027.
• Cost: Up to €2.278 million (paid in Brazilian Reais).
• Note: The controlling shareholder, TIM Brasil Serviços e Participações S.A., abstained from voting on this item.

📦 Updated Rulebook: The By-Laws

The shareholders approved a technical update to the company's By-Laws (its corporate rulebook). This change adjusted the number of shares listed in the rules to reflect the cancellation of treasury shares that happened in December 2025. It's a "clean-up" that doesn't change the company's capital, just makes the official documents accurate.

🔮 What's Next

With these decisions, TIM S.A. is set up for 2026:

• The leadership team and governance bodies are in place.
• The profit distribution plan is executed.
• The strategic relationship with Telecom Italia continues for another year.
• The company has a dedicated reserve (R$577.2 million) to fund its expansion plans.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Strong profitability, a clear and generous shareholder return policy, and stable governance with a mix of shareholder-elected and independent oversight.
• ⚠️ Risks: Operating in the competitive and capital-intensive telecom industry requires constant investment. The extension of the agreement with Telecom Italia, while approved, involved a shareholder abstention, highlighting the dynamics between the company and its controlling group.

🧠 The Analogy

Holding this shareholders' meeting was like a family reviewing its annual budget and big-ticket decisions. They looked at last year's income (2025 profit), decided how much to put in savings vs. spend on family dividends, reconfirmed who's in charge of different household areas (Board & Fiscal Council), approved a recurring payment for a shared family service (the Telecom Italia agreement), and updated the household rules (By-Laws) for accuracy.

📇 Key Contacts & People

• Chairman of the Meeting: Leonardo Caiaffo Ferreira
• Secretary of the Meeting: Simone Paulino de Barros
• Investor Relations Officer: Vicente de Moraes Ferreira
• Legal Officer: Fabiane Reschke
• Business Support Officer: Luca Fadda
• People, Culture & Organization Officer: Maria Antonietta Russo
• Director of Risk & Compliance: Claudio Creo
• Board Members: Adrian Calaza, Flavia Maria Bitencourt, Denísio Augusto Liberato Delfino (also newly ratified independent director)
• Chairman of the Fiscal Council: Walmir Urbano Kesseli
• Independent Auditors: Ernst & Young Auditores Independentes S/S (represented by Beatriz Moraes and Bruno Bianchi)

🧩 Final Takeaway

TIM S.A.'s 2026 shareholder meeting was a routine but important check-in that confirmed strong 2025 profits, paid out billions to investors, renewed key leadership and oversight roles, and maintained a strategic legacy agreement. It paints a picture of a stable company focused on executing its plans and rewarding its owners.