TIM S.A. filed a Form 6-K with the SEC on October 30, 2026, publishing the participation manual for an Extraordinary General Meeting scheduled for November 30, 2026, at which shareholders will vote on the incorporation of wholly-owned subsidiary I-Systems Soluções de Infraestrutura S.A. into TIM and on a related by-laws amendment.

Key Highlights

  • Meeting date and location: The Extraordinary Shareholders' Meeting will be held on November 30, 2026, at 2:30 p.m. at Avenida João Cabral de Mello Neto, No. 850, South Tower, 13th Floor, Barra da Tijuca, Rio de Janeiro, RJ.
  • Subsidiary incorporation vote: Shareholders will consider approving the incorporation of I-Systems Soluções de Infraestrutura S.A., a wholly-owned subsidiary, into TIM pursuant to a Protocol and Justification entered into by both companies' managements on October 30, 2026.
  • Appraisal firm named: APSIS Consultoria e Avaliações Ltda. was engaged to prepare the net equity appraisal report of I-Systems, and shareholders will vote to ratify that appointment and approve the resulting report.
  • By-laws amendment proposed: Management proposes amending Article 5 of TIM's By-Laws to reflect the cancellation of 13,200,000 treasury shares approved by the Board of Directors on September 17, 2026, with no reduction in capital stock.
  • Governance standing: According to the filing, TIM is described as the telecommunications company listed for the longest period on B3's Novo Mercado special segment and grants 100% tag-along rights to all shareholders.
  • Remote voting available: The company will accept remote voting ballots under CVM Resolution No. 81/2022, in addition to in-person attendance and proxy representation.
  • Quorum requirement: Under Article 135 of Brazilian Law No. 6,404/76, the meeting requires shareholders representing at least two-thirds of voting capital stock to convene on first call.

TIM Seeks Shareholder Approval to Fold I-Systems Into Its Core Structure

According to the filing, TIM S.A. (NYSE:TIMB) convened this Extraordinary General Meeting primarily to address the proposed absorption of I-Systems Soluções de Infraestrutura S.A., which the filing describes as a wholly-owned subsidiary of the company. The Protocol and Justification governing the transaction was signed by the managements of both TIM and I-Systems on October 30, 2026, the same date the Form 6-K was filed. Shareholders will be asked to vote on five related sub-items: approving the Protocol itself, ratifying the engagement of appraisal firm APSIS Consultoria e Avaliações Ltda., approving the resulting net equity appraisal report, approving the incorporation subject to a condition precedent set out in the Protocol, and authorizing company officers and attorneys-in-fact to execute all steps needed to complete the transaction.

The filing also sets out a second agenda item: an amendment to Article 5 of TIM's By-Laws to reflect the new share count following the Board of Directors' September 17, 2026 approval to cancel 13,200,000 treasury shares. The filing states this cancellation carried no reduction in the company's capital stock and was previously disclosed in a Material Fact released on that same date. TIM operates in the Brazilian telecommunications sector and, according to the filing, maintains a permanent Fiscal Council, a Statutory Audit Committee, and additional advisory committees as part of its corporate governance framework. The meeting is scheduled to run from 2:30 p.m. to an estimated closing time of 4:30 p.m., with shareholder registration opening at 2:00 p.m.

What Was Disclosed

TIM S.A. filed a Form 6-K dated October 30, 2026, containing the participation manual for a November 30, 2026 Extraordinary General Meeting. The two agenda items are the incorporation of subsidiary I-Systems into TIM and a by-laws amendment reflecting the prior cancellation of 13,200,000 treasury shares.