TIM S.A. filed a Form 6-K on October 30, 2026, reporting that its Board of Directors unanimously approved submitting a proposed merger of wholly-owned subsidiary I-Systems Soluções de Infraestrutura S.A. into the company, along with a Bylaws amendment, to an Extraordinary Shareholders' Meeting scheduled for November 30, 2026.

Key Highlights

  • Incorporation proposal approved for shareholder vote: The Board unanimously approved submitting the proposed merger of I-Systems Soluções de Infraestrutura S.A. into TIM S.A. to the Extraordinary Shareholders' Meeting.
  • Appraisal firm named: Apsis Consultoria e Avaliações Ltda. was identified as the specialized firm responsible for preparing the appraisal report of the subsidiary's net equity.
  • Book-value base date: The appraisal of the subsidiary's net equity was conducted on a base date of July 31, 2026.
  • Bylaws amendment also referred to shareholders: The Board gave a favorable opinion on amending and restating Section 5 of the Bylaws to reflect updated share counts following a treasury share cancellation resolved on September 17, 2026.
  • Shareholders' meeting called for November 30, 2026: The Board approved the call notice for the Extraordinary Shareholders' Meeting to address both the incorporation and the Bylaws amendment.
  • Virtual board meeting: The extraordinary Board meeting was held October 30, 2026, at 11:20 a.m. in the form of a virtual deliberative circuit, as permitted under the third paragraph of Section 25 of TIM S.A.'s Bylaws.

TIM S.A. Board Sets Course to Absorb I-Systems Subsidiary

According to the filing, TIM S.A. (NYSE:TIMB) convened an extraordinary Board of Directors meeting on October 30, 2026, in virtual deliberative circuit format. The ten board members present, chaired by Adrian Calaza, voted unanimously on all three agenda items. The primary matter was the proposed incorporation of I-Systems Soluções de Infraestrutura S.A., described in the filing as a wholly-owned subsidiary of TIM S.A., into the parent company itself.

The filing states that the Board reviewed a Protocol and Justification of Incorporation executed on October 30, 2026, by the management of both companies, an appraisal report prepared by Apsis Consultoria e Avaliações Ltda. based on the subsidiary's net equity at book value as of July 31, 2026, and the overall proposal. The Board approved forwarding all of this material to the Extraordinary Shareholders' Meeting, set for November 30, 2026, subject to the approval also being obtained at an extraordinary meeting of I-Systems Soluções de Infraestrutura S.A. itself.

On the second agenda item, the Board expressed a favorable opinion on amending Section 5 of the Bylaws, which the filing says aims to update the number of outstanding common shares representing the company's share capital, without any change to subscribed and paid-in capital, as a result of a treasury share cancellation previously resolved at the September 17, 2026 Board meeting. No revised share count figure was provided in this filing. The Board then formally approved the call notice for the November 30, 2026 Extraordinary Shareholders' Meeting to address both the incorporation and the Bylaws restatement.

What Was Disclosed

TIM S.A.'s Board of Directors unanimously approved, on October 30, 2026, referring the proposed absorption of subsidiary I-Systems Soluções de Infraestrutura S.A. and a related Bylaws amendment to an Extraordinary Shareholders' Meeting scheduled for November 30, 2026.