TIM Participações S A : Binding offer for Oi Group's mobile business

TIM PARTICIPAÇÕES S.A.	TIM S.A.
Publicly-Held Company	Publicly-Held Company
Corporate Taxpayer's ID (CNPJ/MF):	Corporate Taxpayer's ID (CNPJ/MF):
02.558.115/0001-21	02.421.421/0001-11
Corporate Registry (NIRE): 33 300 276 963	Corporate Registry (NIRE): 33.300.324.631

MATERIAL FACT

Binding offer for Oi Group's mobile business

TIM PARTICIPAÇÕES SA ("Company" or "TPAR") (B3: TIMP3; NYSE: TSU) and its wholly-owned subsidiary TIM SA ("Subsidiary" or "TSA"), pursuant to Article 157 of Law 6,404 and the provisions of CVM Instruction n. 358/2002, as changed, in continuity to the Material Fact released in March 10th, 2020, jointly inform its shareholders, the general market and other interested parties that the Board of Directors of TPAR and TSA, in meetings both held on July 18th, 2020, approved the presentation of a binding offer for Oi Group's mobile business by TSA, jointly with Telefônica Brasil S.A. ("Vivo") and Claro S.A. ("Claro").

The binding offer was submitted by the parties above indicated to Oi Group's appreciation, after the analysis of data and information made available regarding the business to be acquired, highlighting that the binding offer is subject to some conditions, especially to their selection as stalking horse (first bidder), which shall guarantee to them the right to cover the best offer among other bids presented in the competitive sale process of Oi Group's mobile business. In case of acceptance of the proposal and conclusion of the operation ("Operation"), each of the interested parties will receive a portion of the aforementioned business.

This joint offer comprises the totality of the assets that constitutes the "UPI of Mobile Assets" described in the Material Fact and Annexes disclosed on June 15th, 2020, by Oi S.A. - Em Recuperação Judicial. In sum, the main assets are: radiofrequency usage authorization terms; Personal Mobile Service's customer base; land and towers usage rights; access or core mobile network elements; and systems/platforms.

As already released by the Company in Material Fact from March 10th, 2020, the interest in the transaction comes from the perspective that, if concluded, it will create additional value to the Company and its shareholders, to its clients and to the sector as a whole. Under the Company and their shareholders perspective, the value comes from the opportunity to accelerate growth and enhance operational efficiency through synergies. From the customers' view, the transaction will promote gains in usage experience and quality of service improvements, in addition to the possibility of launching products and offers. The telecommunication market in general will have as

benefit the reinforcement of investment capacity, technological innovation, as well as its competitiveness.

The Company and TSA will keep its shareholders and the market informed in accordance with the regulations in force.

Rio de Janeiro, July 18th, 2020.

TIM Participações S.A. / TIM S.A

Adrian Calaza

Chief Financial Officer and

Investor Relations Officer