UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 17, 2024
Commission File Number: 001-39570
TIM S.A.
(Exact name of Registrant as specified in its Charter)
João Cabral de Melo Neto Avenue, 850 – North Tower – 12th floor
22775-057 Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ☐ No ☒
TIM S.A.
Publicly-Held Company
CNPJ/MF 02.421.421/0001-11
NIRE 333.0032463-1
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON DECEMBER 17TH, 2024
DATE, TIME AND PLACE: December 17th, 2024, at 11.40 a.m., at the head office of TIM S.A. (“Company”), domiciled at Avenida João Cabral de Mello Neto, 850, Torre Sul, 13° floor, Barra da Tijuca, in the city and State of Rio de Janeiro.
PRESENCE: The Board of Directors’ Meeting of the Company was held at the date, time and place mentioned above, with the presence of Messrs. Nicandro Durante, Adrian Calaza, Alberto Mario Griselli, Alessandra Michelini, Claudio Giovanni Ezio Ongaro, Gesner José de Oliveira Filho, Gigliola Bonino, Herculano Aníbal Alves and Michele Valensise, either in person or by means of audio or videoconference, as provided in the 2nd paragraph of Section 25, of the Company’s By-laws. Justified absence of Mrs. Flavia Maria Bittencourt.
BOARD: Mr. Nicandro Durante – Chairman; and Mrs. Fabiane Reschke – Secretary.
AGENDA: (1) To acknowledge on the activities carried out by the Environmental, Social & Governance Committee; (2) To acknowledge on the activities carried out by the Statutory Audit Committee; (3) To acknowledge on the activities carried out by the Control and Risks Committee; (4) To resolve on the payment proposal of the Company’s interest on shareholders’ equity (“JSCP”); (5) To acknowledge on the Industrial Plan and to resolve on the Company’s budget for the year of 2025; (6) Presentation on health partnership; (7) Presentation on Cyber Security; (8) To resolve on the Statutory Audit Committee’s budget for the year of 2025; (9) To acknowledge on the Corporate Calendar for the year of 2025; and (10) To resolve on the Company’s Board of Directors’ Work Plan for 2025.
RESOLUTIONS: Upon the review of the material presented and filed at the Company’s head office, and based on the information provided and discussions of the subjects included on the Agenda, the Board Members, unanimously by those present and with the abstention of the legally restricted, decided to register the discussions as follows:
CONT. OF MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF TIM S.A.
December 17th, 2024
(1) Acknowledged on the activities carried out by the Environmental, Social & Governance Committee (“CESG”) at its meeting held on December 17th, 2024, as per Mr. Nicandro Durante’s report, Chairman of the CESG.
(2) Acknowledged on the activities carried out by the Statutory Audit Committee (“CAE”) at its meetings held on December 17th, 2024, as per Mr. Gesner José de Oliveira Filho, Coordinator of the CAE.
(3) Acknowledged on the activities carried out by the Control and Risks Committee (“CCR”) at its meeting held on December 17th, 2024, as per Mr. Herculano Aníbal Alves’ report, Chairman of the CCR.
(4) Approved, based on the Section 46, 3rd paragraph, of the Company’s By-laws, and on the favorable opinion of the Fiscal Council, the distribution of R$650,000,000.00 (six hundred and fifty million reais) as Interest on Shareholders’ Equity ("IE"), at R$0.268528123 (zero point two, six, eight, five, two, eight, one, two, three cents) of gross value per share. The payment will be made until January 23rd, 2025, without the application of any monetary restatement index, considering the date of December 23rd, 2024, as the date for identification of shareholders entitled to receive such values. Therefore, the shares acquired after said date will be traded ex-direito of IE distribution. The withholding of Income Tax will be of 15% (fifteen percent) on the occasion of the credit of the IE, except for the shareholders who have differentiated taxation or who are exempt from said taxation. The gross amount per share may be modified due to the variation in the number of treasury shares, in order to comply with the Company's Long-Term Incentive Plan.
(5) Acknowledged on the general conditions of the Company’s Industrial Plan for the years of 2025-2027 and approved the budget guidelines of the Company, to be used for the year of 2025.
(6) Acknowledged on the status of the health partnership celebrated by the Company, detailing it’s definition, business model and results obtained, including the main initiatives and the next stages of development, according to the material presented, which is filed at the Company’s head office.
(7) Acknowledged on the general premises and main projects related to Cyber Security, according to the material presented, which is filed at the Company’s head office.
(8) As provided by CVM Resolution nº 23/2021 and the Internal Rules of the CAE, approved the budget allocation of the Statutory Audit Committee of the Company for the year of 2025, exclusively intended for the purpose of consultations, evaluations and investigations within the scope of its activities, including the hiring and use of independent external experts.
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CONT. OF MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF TIM S.A.
December 17th, 2024
(9) Acknowledged on the proposal for the Company's Calendar of Corporate Events for the year of 2025.
(10) Approved the Company’s Board of Directors’ Work Plan for the year of 2025.
CLOSING: With no further issues to discuss, the meeting was adjourned, and these minutes drafted as summary, read, approved and signed by all attendees Board Members.
I herein certify that these minutes are the faithful copy of the original version duly recorded in the respective corporate book.
Rio de Janeiro (RJ), December 17th, 2024.
FABIANE RESCHKE
Secretary
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIM S.A. | |||
| Date: December 17, 2024 | By: | /s/ Alberto Mario Griselli | |
| Alberto Mario Griselli | |||
| Chief Executive Officer, Chief Financial Officer and Investor Relations Officer | |||