TIM S.A. filed a Form 6-K on November 2, 2026, dated October 30, 2026, disclosing a management proposal for an Extraordinary General Meeting on November 30, 2026, at which shareholders will be asked to approve the incorporation of wholly-owned subsidiary I-Systems Soluções de Infraestrutura S.A. into the company, along with amendments to the company's by-laws.

Key Highlights

  • Meeting date and location: The Extraordinary Shareholders' Meeting is scheduled for November 30, 2026, at 2:30 pm, at Avenida João Cabral de Mello Neto, No. 850, South Tower, 13th floor, Barra da Tijuca, Rio de Janeiro.
  • Incorporation proposal: Shareholders will vote on absorbing wholly-owned subsidiary I-Systems Soluções de Infraestrutura S.A. into TIM S.A. under terms set out in a Protocol entered into on October 30, 2026.
  • Appraisal firm: APSIS Consultoria e Avaliações Ltda. was appointed to prepare the appraisal report of I-Systems' net equity, and shareholders are asked to ratify that appointment and approve the resulting report.
  • By-laws amendment: A second agenda item proposes an amendment and restatement of the company's by-laws, with a comparative chart and restated version included as exhibits.
  • Voting ballot deadline: Distance voting ballots must be received no later than November 26, 2026, four days before the meeting, per CVM Resolution No. 81/2022.
  • Governance standing: According to the filing, TIM is the telecommunications company that has been listed for the longest period on B3's Novo Mercado special segment, described as "the highest standard of corporate governance."

TIM S.A. Calls Extraordinary Meeting to Merge Infrastructure Unit

According to the filing, TIM S.A. (NYSE:TIMB) convened the Extraordinary Shareholders' Meeting to resolve two matters: the incorporation of its wholly-owned subsidiary I-Systems Soluções de Infraestrutura S.A. into the parent company, and a restatement of the company's by-laws. The Protocol and Justification governing the incorporation terms was entered into on October 30, 2026, by the management of both TIM S.A. and I-Systems. The filing notes that the Incorporation is subject to the satisfaction of a condition precedent established in the Protocol, the specific terms of which are detailed in the annexed documents.

The filing discloses that shareholders will be asked to approve five sub-items relating to the incorporation: the Protocol itself, ratification of the appraisal firm APSIS Consultoria e Avaliações Ltda., approval of the appraisal report on I-Systems' net equity, approval of the Incorporation under Protocol terms, and authorization for the company's officers and attorneys-in-fact to take all necessary steps to consummate the transaction. The management proposal package includes eight annexes covering the appraisal report, information on the appraisal firm, engagement terms, Board of Directors and Fiscal Council meeting minutes, and the amended by-laws.

The filing describes TIM S.A. as a telecommunications company and notes it offers exclusively voting common shares, maintains a permanent Fiscal Council and a Statutory Audit Committee, and grants 100% tag-along rights to shareholders. The meeting is to be held exclusively in person, and shareholders may also participate through a duly constituted proxy or by submitting a distance voting ballot in accordance with CVM Resolution No. 81/2022. Physical documents and queries may be directed to the Investor Relations Officer, Mr. Vicente De Moraes Ferreira, at the company's registered address.

What Was Disclosed

TIM S.A. filed a Form 6-K dated October 30, 2026, containing a management proposal for a November 30, 2026 Extraordinary Shareholders' Meeting. The agenda covers the absorption of subsidiary I-Systems Soluções de Infraestrutura S.A. into TIM S.A. and an amendment to the company's by-laws.