TIM W.E. SGPS, S.A. IPO

We expect to receive total estimated net proceeds from this offering of 
approximately $49.3 million, based on the midpoint of the range set forth on 
the cover page of this prospectus, or $54.6 million if the underwriters 
exercise the overallotment option in full, in each case after deducting 
estimated underwriting discounts and estimated expenses of the offering payable
by us. The estimated expenses of the offering payable by us include an 
aggregate amount of approximately €3.0 million to be paid to approximately 10 
directors, executive officers and other employees in connection with the 
completion of this offering. Each $1.00 increase (decrease) in the public 
offering price per common share would increase (decrease) our net proceeds, 
after deducting estimated underwriting discounts and expenses, by approximately
$11.1 million (assuming no exercise of the overallotment option by the 
underwriters). We will not receive any proceeds from the sale of common shares 
by the selling shareholders. 

We intend to put the net proceeds of this offering received by us to three 
principal uses. We intend to devote approximately 80% of the net proceeds of 
the offering toward (i) accelerating the expansion of our global footprint to 
include new markets which we believe offer significant opportunities for 
growth, such as Africa and Asia; and (ii) capitalizing upon market 
opportunities to acquire or partner with firms with strategically important 
technology or market positions in mobile marketing and/or mobile money 
segments, although we do not have commitments for any specific acquisitions 
at this time. We intend to devote the balance of the net proceeds of the 
offering toward enhancing our monetization solutions portfolio by incorporating
new technologies into our platform and exploring new service offerings. The 
amount of net proceeds devoted to the foregoing uses may vary from these 
amounts, and we may devote some or all of the net proceeds of the offering to 
other uses as a result of changing business conditions or other developments 
subsequent to the offering.

TIMWE competes with a large number of mobile solutions companies in the mobile 
marketing, mobile entertainment and mobile money areas. Most of the competition
focuses on either one or two of these business areas. As far as the company is 
aware, there is no other company that offers the breadth of services in as many
countries as TIMWE does, and we believe we provide a unique and highly 
differentiated solution to our clients and end users. 

Given the nascent state of the market for mobile services and TIMWE’s 
geographical focus on Latin America and other emerging market regions, there 
are no reliable third-party data for the market shares of companies in TIMWE’s 
markets. However, we believe we are in the top three in each of our core 
markets and number one in Brazil, according to informal feedback we have 
received from our mobile carrier clients. 

As a result of industry developments, some of our competitors may in the future
create an integrated platform with features similar to ours. For example, 
Google, Inc. acquired Admob, Inc. and Apple, Inc. acquired Quattro Wireless, 
Inc., while larger companies such as Nokia, AOL, Microsoft and Yahoo! are 
beginning to enter the mobile market. 

Mobile Marketing 

In the mobile marketing market, we compete with companies that offer solutions 
that compete with single elements of our platform, such as mobile advertising 
networks, mobile ad serving and ad routing providers, mobile Web site and 
content developers, providers of mobile publishing and application development,
SMS aggregators or providers of mobile analytics. We compete at times with 
interactive and traditional advertising agencies that perform mobile marketing 
and advertising as part of their services to their customers. We also compete 
with traditional media companies, such as television and newspaper companies, 
who offer their clients marketing services through their own media channels. 
Due to the wide and expanding range of our mobile marketing offerings, as we 
continue to develop innovative, new solutions we expect that the list of our 
competitors will continue to expand. 

We believe there are a number of important factors to compete effectively in 
the mobile marketing market, including: 

   •   strong mobile marketing expertise; 

   •   connections to mobile carriers; 

   •   local presence and end user insight; 

   •   scalable and highly reliable services; 

   •   service integration capabilities across a wide range of devices, 
       networks and standards; 
 
   •   sufficient scale and operational efficiencies to be able to offer the 
       most cost effective solutions; 

   •   high level of customer support; 

   •   ability to onboard a wide range of devices and content; and 

   •   adaptability to rapidly changing demand, technology and services 
       external to our offerings. 
 
In Brazil, our largest mobile marketing market, we compete with mobile agencies
such as F.biz and Pontomobi Interactive that design mobile advertising 
campaigns for their media group and brand owner clients. 

We believe that our local presence in our target geographies along with the 
industry and end user knowledge that we derive from our other business 
activities give us significant advantages over companies that are devoted 
solely to mobile marketing or who do not invest the resources to establish a 
presence in local markets. 

Mobile Entertainment 

The mobile entertainment market continues to be competitive and fragmented. The
widespread and rising adoption of open industry standards, rapidly changing 
technology trends and growing consumer demand have made it easier for new 
market entrants, existing competitors and nontraditional market participants 
to introduce new services that compete with ours. With the rapid growth and 
adoption of mobile data services, we expect competition to increase. As such, 
we believe there are a number of important factors needed to compete 
effectively in the mobile entertainment market, including: 

   •   strong mobile entertainment expertise; 
 
   •   deep relationships with a broad set of international and local content 
       owners; 

   •   connections to mobile carriers; 

   •   scalable and highly reliable services; 

   •   advanced user interface capabilities and end user insight; 

   •   knowledge and delivery capabilities across a wide array of content and 
       applications; 
 
   •   service integration capabilities across a wide range of devices, 
       networks and standards; 
 
   •   sufficient scale and operational efficiencies to be able to offer the 
       most cost effective solutions; 

   •   high level of customer support; 

   •   ability to onboard a wide range of devices and content; and 

   •   adaptability to rapidly changing demand, technology and services 
       external to our offerings. 

Our competitors include mobile device manufacturers, PC-based search engines, 
Internet portals and directories, and wireless service integrators. 

In Brazil, our largest mobile entertainment market, we compete with companies 
such as Spring Wireless, which offers a wide range of interactive media 
delivery services to television and other media company clients and NeoMobile, 
the Italian-based media company which, through its Brazilian subsidiary Dindo,
offers bundled services of content and SMS. 

We believe that our numerous direct connections with mobile carriers along with
our ability to offer billing and micropayment solutions combine to offer 
content owners a superior value proposition to that of many of our mobile 
entertainment competitors and also represent core assets that we can leverage 
going forward as we explore opportunities to establish our own content portals.
Similarly, our broad set of relationships with owners of highly localized 
content allows mobile carriers to offer their subscribers the broadest 
selection of content, driving increased revenues and customer satisfaction. 

Mobile Money 

The mobile money market is nascent, rapidly growing, intensely competitive and 
characterized by rapid technological change. We compete with a number of 
companies, directly in the mobile-based online payments market, and indirectly 
with traditional payment methods such as credit cards, checks and money orders.
In order to retain existing online merchants and other clients as well as end 
users and in order to attract new clients and end users, we must offer an 
attractive combination of the following factors: 

   •   convenience; 

   •   broad end user base; 

   •   direct connections with mobile carriers’ billing platforms; 

   •   price; 

   •   security and privacy; 

   •   customer service; and 

   •     brand recognition.  

We anticipate continued challenges from current competitors, who may enjoy 
greater resources, as well as by new entrants into the industry. 

In Brazil, our largest mobile money market, we compete with companies such as 
Boku, which offers mobile payment services to its clients such as Facebook and 
Electronic Arts, and SpringWireless, which offers mobile payment and banking 
services to its corporate clients. 

Many of our competitors have longer operating histories, significantly greater 
financial, technical, marketing, customer service and other resources, greater 
name recognition or a larger base of customers in affiliated businesses than 
we have. 

Our connections with more than 280 mobile carriers allow us to offer mobile 
billing and micropayment solutions to individuals who do not have access to 
credit card or banking services. Particularly in the emerging markets where we 
operate, we believe our mobile billing and micropayment system has the 
potential to attract significantly more end users and also carrier clients 
(who want to avoid being cut out of the value chain) than the credit card-based
systems of many of our competitors.