a. Merger of TIM Nordeste S.A. into TIM Celular
On October 30, 2009, the Board of Directors of TIM Participações approved the proposed corporate reorganization of its subsidiaries, whereby TIM Nordeste S.A. would be merged into TIM Celular. This proposal was approved by ANATEL through Decision No. 7.477, dated December 17, 2009, and by the Extraordinary General Meetings of TIM Nordeste S.A. and of TIM Celular S.A. at December 31, 2009, and was based on accounting balances.

The propose of this reorganization process was to move forward with the optimization of the companies' organization structure, further consolidating and rationalizing their businesses and operations, by cutting costs associated with having different legal entities and leveraging synergies among the companies, including tax and financial efficiencies.

b. Acquisition of HOLDCO/Intelig
At a meeting held by the Board of Directors on April 16, 2009, the Company executed a Merger Agreement with its controlling shareholder TIM Brasil and with JVCO Participações Ltda. ("JVCO"), having Docas Investimentos S.A. as an intervening party, for the purpose of dealing with the acquisition of indirect control of Intelig. This acquisition should involve the merger, into the Company, of HOLDCO, a subsidiary of JVCO, which would in turn hold 100% of the capital stock of Intelig upon conclusion of the merger process.

By means of Decision No. 4634, of August 11, 2009, published in the Official Gazette on August 14, 2009, ANATEL approved this Merger and further decided that the geographical overlapping of licenses held by TIM Celular and Intelig for Fixed Switched Telephone Services (STFC) should be eliminated in a period of 18 (eighteen) months, considering their associate relationship deriving from the Merger.

On December 30, 2009, the Extraordinary General Meeting held by the shareholders of TIM Participações approved the actual merger of Holdco Participações Ltda., a company that had 100% of the capital stock of Intelig, into TIM Participações. As a result of this operation, the Company issued 127,288,023 shares (43,356,672 commons shares and 83,931,352 preferred shares) for the book value of R$516,725, on behalf of JVCO.

This operation was recorded at book value (R$516,725) under HOLDCO's net equity as of November 30, 2009, on which date the Company started to consolidate the figures of HOLDCO and its subsidiary Intelig.

Accordingly, TIM Participações has become the controlling shareholder of Intelig, which holds some authorizations to provide landline telecommunication services under a private system throughout the national territory, with operations primarily in the local, national and international long distance calls and data transmission services. The net equity of Intelig as of November 30, 2009, on which date the Company became its controlling shareholder, was R$517,128.

HOLDCO's assets acquired and liabilities assumed by the Company as of November 30, 2009 are summarized below:

Assets			Liabilities and Net Equity
Noncurrent assets	517,128		Current liabilities	403
			Net equity	516,725
Total Assets	517,128		Total Liabilities and Net Equity	517,128

The merger of HOLDCO has a strategic and operational significance to the Company, considering that its main purpose is to strengthen and supplement service offerings, in addition to optimizing available resources through synergy gains between their operations, as they have supplementary networks. Intelig has a strong metropolitan network of optical fibers in the largest Brazilian cities, plus its own extensive long-distance network infra-structure (Backbone). The combined own infrastructure will consolidate the Company's competitive positioning, especially in the corporate segment and data transmission offerings, and will reduce media lease costs and promote the 3G network development.