On April 28, 2007, Assicurazioni Generali S,p,A, Intesa San Paolo S,p,A, Mediobanca S,p,A, Sintonia S,p,A and Telefónica S,A, entered into an agreement to acquire the whole capital of Olimpia S,p,A,, a company which, in turn, held approximately 18% of the voting capital of Telecom Italia S,p,A,, the Company’s indirect parent company. This acquisition was made through Telco S,p,A, (“Telco”), With the implementation of the operation in October 2007, Telco came to hold 23.6% of the voting capital of Telecom Italia S,p,A., the indirect parent company of TIM Participações.

Through its Act no, 68.276/2007 published in the Federal Government Official Gazette of November 5, 2007 ANATEL approved the operation and imposed certain restrictions to guarantee absolute segregation of businesses and operations performed by the Telefónica and TIM group companies in Brazil, For purposes of ANATEL's requirements implementation, TIM Brasil, TIM Celular and TIM Nordeste submitted to ANATEL the necessary measures to ensure this segregation de facto and de jure in Brazil, so that Telefónica's participation in Telco S,p,A, cannot characterize influence on the financial, operational and strategic decisions made by Group TIM's Brazilian operators. Therefore, TIM continues to operate in the Brazilian market on the same independent and autonomous basis as before.

The agreements effective at December 31, 2009 between TIM group carriers controlled by TIM Participações and Telefónica group carriers in Brazil involved only telecommunication services covering interconnection, roaming, site-sharing and co-billing services, as well contracts relating to CSP (carrier selection code) use at regular price and conditions, in conformity with applicable legislation. At December 31, 2009, amounts receivable and payable in connection with these agreements total R$133,504 and R$99,145 (R$153,692 and R$122,951 in 2008), respectively. Amounts posted to the Company’s income statement, after the related transaction is approved, represent operating revenues and expenses totaling R$1,385,261 and R$915,125 (R$1,490,027 and R$924,937 in 2008), respectively.