UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 17, 2024
Commission File Number: 001-39570
TIM S.A.
(Exact name of Registrant as specified in its Charter)
João
Cabral de Melo Neto Avenue, 850 – North Tower – 12th floor
22775-057 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ☐ No ☒
TIM S.A.
Publicly-Held Company
CNPJ/MF 02.421.421/0001-11
NIRE 333.0032463-1
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON SEPTEMBER 17TH, 2024
DATE, TIME AND PLACE: September 17th, 2024, at 1.20 p.m., at the head office of TIM S.A. (“Company”), domiciled at Avenida João Cabral de Mello Neto, 850, Torre Sul, 13° floor, Barra da Tijuca, in the city and State of Rio de Janeiro.
PRESENCE: The Board of Directors’ Meeting of the Company was held at the date, time and place mentioned above, with the presence of Messrs. Nicandro Durante, Adrian Calaza, Alberto Mario Griselli, Claudio Giovanni Ezio Ongaro, Flavia Maria Bittencourt, Gesner José de Oliveira Filho, Gigliola Bonino, Herculano Aníbal Alves and Michele Valensise, either in person or by means of audio or videoconference, as provided in the 2nd paragraph of Section 25, of the Company’s By-laws.
BOARD: Mr. Nicandro Durante – Chairman; and Mrs. Fabiane Reschke – Secretary.
AGENDA: (1) To acknowledge on the activities carried out by the Statutory Audit Committee; (2) To acknowledge on the activities carried out by the Control and Risks Committee; (3) To resolve on the payment proposal of the Company’s interest on shareholders’ equity (“JSCP”); and (4) To resolve on the composition of the Company's Board of Directors.
RESOLUTIONS: Upon the review of the material presented and filed at the Company’s head office, and based on the information provided and discussions of the subjects included on the Agenda, the Board Members, unanimously by those present and with the abstention of the legally restricted, decided to register the discussions as follows:
(1) Acknowledged on the activities carried out by the Statutory Audit Committee (“CAE”) at its meetings held on September 17th, 2024, as per Mr. Gesner José de Oliveira Filho, Coordinator of the CAE.
(2) Acknowledged on the activities carried out by the Control and Risks Committee (“CCR”) at its meeting held on September 17th, 2024, as per Mr. Herculano Aníbal Alves’ report, Chairman of the CCR.
CONT. OF MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF TIM S.A.
September 17th, 2024
(3) Approved based on the Section 46, 3rd paragraph, of the Company’s By-laws, and on the favorable opinion of the Fiscal Council, the distribution of R$300,000,000.00 (three hundred million reais) as Interest on Shareholders’ Equity ("IE"), at R$0.123945910 (zero point one, two, three, nine, four, five, nine, one, zero cents) of gross value per share. The payment will be made until October 23rd, 2024, without the application of any monetary restatement index, considering the date of September 23rd, 2024, as the date for identification of shareholders entitled to receive such values. Therefore, the shares acquired after said date will be traded ex-direito of IE distribution. The withholding of Income Tax will be of 15% (fifteen percent) on the occasion of the credit of the IE, except for the shareholders who have differentiated taxation or who are exempt from said taxation. The gross amount per share may be modified due to the variation in the number of treasury shares, in order to comply with the Company's Long-Term Incentive Plan
(4) The Board members resolved, unanimously, to appoint Mrs. Alessandra Michelini, Italian, married, bachelor in Electronic Engineering, bearer of the Italian passport Nr. YB1095204, valid through April 11th, 2027, domiciled in the City of Rome, Italy, in Via Rivarone No. 11, 00166, as member of this Board of Directors, ad referendum of the next Annual or Extraordinary Shareholders’ Meeting of the Company, pursuant to the provisions of Article 150 of Law Nr. 6,404/1976 and Article 20, paragraph 2 of the Company's By-laws. The term of investiture, other statements and documents will be presented in accordance with the applicable legislation.
In view of the above, the Board of Directors shall have the following composition: Messrs. Nicandro Durante, Adrian Calaza, Alberto Mario Griselli, Alessandra Michelini, Claudio Giovanni Ezio Ongaro, Flavia Maria Bittencourt, Gesner José de Oliveira Filho, Gigliola Bonino, Herculano Aníbal Alves and Michele Valensise, all with mandate until the Annual Shareholders’ Meeting of the Company to be held in the year of 2025.
It is registered the waiver of the Board member elected, Mrs. Alessandra Michelini, to the compensation which she would be entitled in view of the position taken in this opportunity.
CLOSING: With no further issues to discuss, the meeting was adjourned, and these minutes drafted as summary, read, approved and signed by all attendees Board Members.
I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective corporate book.
Rio de Janeiro (RJ), September 17th, 2024.
FABIANE RESCHKE
Secretary
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TIM S.A. | |||
Date: September 17, 2024 | By: | /s/ Alberto Mario Griselli | |
Alberto Mario Griselli | |||
Chief Executive Officer, Chief Financial Officer and Investor Relations Officer |