On Friday, October 30, 2026, the board of directors of TIM S.A. (TIMS3) approved the proposed merger of I-Systems Soluções de Infraestrutura S.A., its wholly owned subsidiary that operates a neutral fiber-optic network, based on shareholders’ equity of R$ 1,562,205,580.51 as of July 31, 2026. On the same date, an Extraordinary General Meeting was called for November 30, 2026, to vote on the transaction.
Since I-Systems is a wholly owned subsidiary, the merger will not result in an increase in TIM’s share capital, the issuance of new shares or any change in the shareholder structure, and all I-Systems shares will be canceled without replacement by shares of the Company. TIM will universally succeed I-Systems in all its rights and obligations, and there will be no withdrawal rights, as there is no change to TIM shareholders’ rights.
According to the material fact, the transaction aims to simplify Grupo TIM’s corporate structure, integrate fiber-optic assets, resources, teams and processes into a single company, consolidate fiber infrastructure operations and increase operational efficiency and investment allocation. The company lists as expected benefits the consolidation of fiber assets, the strengthening of its broadband and FTTH strategy, the improvement of connectivity service quality and positioning for future growth opportunities in the fiber-optic market, without significant additional costs or new material risks beyond those already existing.
The National Telecommunications Agency (Anatel) approved the merger and the resulting transfer and consolidation, in TIM’s name, of the Multimedia Communication Service (SCM) and Private Limited Service (SLP) regulatory authorizations and registrations currently held by I-Systems, pursuant to Decision No. 277 of October 16, 2026, and Order No. 13,546 of October 27, 2026.
The completion of the merger is subject to the conclusion of the operational and technological procedures needed to integrate I-Systems’ systems and processes into TIM’s structure. Management expects this condition to be met by the date of the meeting, in which case the transaction will take effect as of December 1, 2026; if this does not occur, the resolutions will remain subject to the condition precedent, and management may set a new effective date.
