Extraordinary
General Shareholders’ Meeting
Call
Notice
The shareholders are
hereby convened to attend an Extraordinary General Shareholders’ Meeting of the
Company, to be held at 11:00 A.M. on September 11, 2008, at the Company’s head
office, located at Av. Roque Petroni Junior, 1464 – ground floor (Auditorium),
Morumbi, in the City of São Paulo, State of São Paulo, to act upon the following
agenda:
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(1)
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To ratify the
wording of article 5 of the Bylaws of the Company, as proposed by the
Board of Directors during the meeting held on May 26, 2008, the date on
which the capital increase of the Company was
confirmed;
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(2)
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To vote on the
Board’s proposal for a reverse split of the 1,474,077,420 registered
book-entry shares of the Company, with no par value, in the ratio of 4
(four) shares to 1 (one) share of each respective class, resulting in
368,519,356 registered book-entry shares, without par value, of which
134,150,345 are common shares and 234,369,011 are preferred shares, as
provided in article 12 of Law 6,404/76, with the consequent amendment of
article 5 of the Bylaws of the
Company;
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(3)
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To vote, as a
consequence of the proposal of the reverse split of shares, on the
proposal for amendment of article 4 of the Bylaws of the Company, to
reduce the limit of the authorized capital, which is currently of
3,000,000,000 (three billion) shares, to 750,000,000 (seven hundred and
fifty million) shares;
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(4)
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To ratify the
appointment of Mr. Luís Miguel da Fonseca Pacheco de Melo as a member of
the Board of Directors, as decided by the Board on August 26,
2008.
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GENERAL
INSTRUCTIONS:
a) The
powers of attorney granted by the shareholders of the Company for representation
at the meeting must be deposited at the Company’s head office located at Av.
Roque Petroni Júnior, 1464, 3
rd
floor,
B side, Morumbi, in the City of São Paulo, State of São Paulo (Legal
Department), at least 48 hours before the Extraordinary Shareholders
Meeting.
b) The
shareholders of the Company that are part of the Fungible Custody of Registered
Shares of the Stock Exchange that intend to attend the Extraordinary
Shareholders Meeting shall deliver a statement at least 48 hours before the
Extraordinary Shareholders Meeting, containing their corresponding equity
interest in the Company.
c) The
documents and proposals related to the agenda of the Extraordinary Shareholders
Meeting referred to in this notice shall be available to the shareholders at the
address mentioned in item “a” above, and also at the Company’s
website: www.vivo.com.br/ir - and at BOVESPA’s
website: www.bovespa.com.br.
São Paulo, August
27, 2008
Luis
Miguel Gilperez Lopez
Chairman of the
Board of Directors
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VIVO
PARTICIPAÇÕES S.A.
Publicly-held
company
Taxpayer’s
number 02.558.074/0001-73
Registration
nr. 35.3.001.587.9-2
CVM
No. 1771-0
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NOTICE OF MATERIAL
FACT
REVERSE
SPLIT OF SHARES
Vivo
Participações S.A. (“Vivo Part” or “Company”), (BOVESPA: VIVO3 (Common), VIVO4
(Preferred), NYSE: (VIV), announces that the Board of Directors of the Company,
in a meeting held on August 26, 2008, decided to call an extraordinary general
shareholders’ meeting, which call notice will be published on August 27, 28 and
29 of 2008, to submit to shareholders for approval a proposal for a reverse
split of the 1,474,077,420 registered book-entry shares, without par value, of
the Company, of which 536,601,378 are common shares and 937,476,042 are
preferred shares, in the ratio of 4 (four) shares to 1 (one) share of each
respective class. After such reverse split, the capital stock of Vivo Part shall
be 368,519,356 registered book-entry shares, without par value, of which
134,150,345 are common shares and 234,369,011 are preferred shares. The reverse
split is being made in accordance with article 12 of Law No.
6,404/76.
In
compliance with Instruction No. 358, of January 3, 2002 as amended, the Company
informs the general characteristics of the reverse split of shares:
I.
Purposes:
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To
adjust the quotation value of the Company’s shares to a more adequate
level from a stock market
perspective;
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To
reduce the operational costs and increase the efficiency of the
information to the shareholders;
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To
improve the efficiency of the share registry systems, controls and
information reports of the Company;
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To
line up the value per share and American Depositary Receipt (“ADR”) of the
Company to the parameters negotiated with the stock markets in Brazil and
in New York.
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II.
Reverse Split Ratio:
Upon
approval in the duly summoned Extraordinary General Shareholder’s Meeting to be
called, and, after termination of the term referred in item III below, the
shares will be reverse split in the ratio of 4 (four) shares to 1 (one) share
and shall be traded only by its quotation in units.
III.
Term for the Eventual Adjustment of the Positions of the
Shareholders:
In the
event the transaction is approved by the Extraordinary General Shareholders’
meeting of Vivo Part, a Notice to Shareholders shall be published establishing a
minimum term of 30 (thirty) days from the publishing of such Notice, so that
each of the shareholders, at his own discretion, may adjust his equity position
according to the class of shares he owns, in multiple lots of 4 (four) shares,
through negotiation in the São Paulo Stock Exchange - BOVESPA.
The
shareholders will be able to adjust their respective positions through the
brokers of their preference.
Further
procedures:
Once the
term established for the adjustment of the shareholders expires, the remaining
fractions of shares will be separated, grouped in units, and sold in the
auctions to be carried out at BOVESPA until the sale of all remaining
fractions.
The
proceeds of the sale of the fractions will be kept available to such shareholder
owners of these fractions in the Depositary Institution holding Vivo Part’s
book-entry shares, Banco ABN Amro Real S.A. (“Banco Real”), and the payment will
be made to the respective owners through any of its branches, upon written
request. The corresponding amount of the fractions owned by shareholders in
custody of the Brazilian Clearing and Depository Corporation (
Companhia Brasileira de Liquidação e
Custódia
- “
CBLC
”) will be
directly credited in CBLC, which shall send it to the shareholders through the
custody agents.
Holders
of ADRs, negotiated in the United States of America
Simultaneously
with the reverse split in the Brazilian market and in the same ratio, the ADRs
shall also be reverse split in the U.S. market (New York Stock Exchange - NYSE),
in the ratio of 4 ADRs to 1 ADR.
Documents
available to the Shareholders
The
Minutes of the Meeting of the Board of Directors of Vivo Part that approved the
transaction and this Notice of Material Fact are available to the interested
parties at the Company’s Investors Relations Office, located at Av. Dr. Chucri
Zaidan, 860, 4
th
floor,
wing A, Morumbi, São Paulo, SP, such documents are also available at the
Investors Relations website -
www.vivo.com.br/ir
- and at BOVESPA’s website - www.bovespa.com.br.
Further
information with respect to the reverse split transaction is available at Banco
Real’s website –
www.bancoreal.com.br
– and at any branch of Banco Real.
As a
result of the reverse split of shares, the authorized capital of Vivo Part shall
also be adjusted in the same proportion, being reduced from 3 billion shares to
750 million shares, with the consequent adjustment of its Bylaws.
São Paulo,
August 26, 2008.
Ernesto
Gardelliano
Investor
Relations Officer
Vivo
Participações S.A.
VIVO
– Investor Relations
Tel.: + 55
11 7420.1172
E-mail:
ri@vivo.com.br
Information
disclosure:
www.vivo.com.br/ir
This
notice of material fact contains forecasts of future events. Such forecasts are
not statements of historical fact, and merely reflect the expectations of the
company’s management. The terms “anticipates,” “believes,” “estimates,”
“expects,” “forecasts,” “intends,” “plans,” “projects”, “aims” and similar terms
are intended to identify these statements, which obviously involve risks or
uncertainties which may or may not be foreseen by the company. Accordingly, the
future results of operations of the Company may differ from its current
expectations, and the reader should not rely exclusively on the positions taken
herein. These forecasts speak only of the date they are made, and the company
does not undertake any obligation to update them in light of new information or
future developments.
1.
DATE,
TIME AND PLACE:
August 26, 2008, at 4:00 PM, at Av. Roque Petroni
Junior, 1464, 6
th
floor, Morumbi, São Paulo - SP, in accordance with the call notice as provided
in the Bylaws.
2.
CHAIRMAN AND
SECRETARY:
Luis Miguel Gilpérez López – Chairman of the meeting;
Breno Rodrigo Pacheco de Oliveira – Secretary of the
meeting.
3.
ATTENDANCE:
The meeting began by taking attendance of the Directors representing the
necessary quorum, as set forth in the Bylaws of the Company. Also present was
Fabiana Faé Vicente Rodrigues, President of the Board of Auditors, as per
article 163, §3
rd
of Law 6,404/76, to discuss items 4.1 and 4.2 below. The President Director of
the Company, Roberto Oliveira de Lima, the Vice Executive President of Finance,
Planning and Control, Ernesto Gardelliano, and the representative of Ernst &
Young Independent Auditors, Drayton Teixeira de Melo, were also present at the
meeting.
4. AGENDA
AND RESOLUTIONS:
4.1
Reverse split of
shares:
The proposal to reverse split shares was presented to the
Board, with the following purposes: (i) adjusting the quotation value of the
Company’s shares to a more adequate level from a stock market perspective;
(ii) reducing the operational costs and increasing the
efficiency of information to the shareholders; (iii) improving the efficiency of
the share registry systems, controls and information reports of the Company;
(iv) lining up the value per share and American Depositary Receipt (“ADR”) of
the Company to the parameters negotiated with the stock markets in Brazil and in
New York.
It
was also proposed that, simultaneously with the reverse split stock in Brazil
(in the São Paulo Stock Exchange – BOVESPA), and in the same ratio, the ADRs
shall also be reverse split in the New York Stock Exchange (“NYSE”) in the ratio
of 4 ADRs to 1 ADR so that the ADRs will continue to be traded in the U.S.
market at the rate of 1 share to 1 ADR as from October 17, 2008, the date that
the reverse split is effective.
The
Board of Directors approved the submission to the Shareholders of the Company
for approval, the proposal for the reverse split in the ratio of 4 shares to 1
share of the respective class, without modification of the amount of the capital
stock in Brazilian currency. Therefore, the general shareholders meeting shall
decide upon the reverse split of 1,474,077,420 registered book-entry shares,
without par value, of which 536,601,378 are common shares and 937,476,042 are
preferred shares of the Company, in the ratio of 4 shares to 1 share of the
respective class, that shall result in 368,519,356 registered book-entry shares,
without par value, being 134,150,345 common shares and 234,369,011 preferred
shares in compliance with article 12 of Law No. 6,404/76, as well as upon the
amendment of article 5 of the Bylaws, that, upon approval and completion, shall
read as follows:
VIVO
PARTICIPAÇÕES S/A
Taxpayer’s n.
02.558.074/0001-73 - Registration n.
35.3.001.587.9-2
Publicly-held
company with authorized capital
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD
ON AUGUST 26, 2008
“Art.
5º – The capital stock of the Company subscribed and totally paid in is
R$6,710,526,649.56 (six billion, seven hundred and ten million, five hundred and
twenty six thousand, six hundred and forty nine reais and fifty six cents),
divided into 368,519,356 shares, being 134,150,345 common shares and 234,369,011
preferred shares, all registered book-entry shares, without par
value.”
4.2
Adjustment
of the authorized capital stock in shares to conform with the referred reverse
split stock:
As a result of the reverse split of shares, the Board
of Directors approved the reduction of the authorized capital stock limit from
3,000,000,00 (three billion) shares to 750,000,000 (seven hundred and fifty
million) shares. The proposal to amend the article 4 of the Bylaws of the
Company shall be subject to approval by the shareholders at the general
shareholders meeting and if approved shall read as
follows:
“Art.
4º – The capital stock of the Company may be increased up to 750,000,000 (seven
hundred and fifty million) shares, common or preferred, without the need to
amend the Bylaws, and the Board of Directors will be the competent body to pass
a resolution regarding any increase and the consequent issuance of new shares
within the referred limit.”
4.3
Approval
to increase
capital of TCO
IP:
The Board of Directors approved the capital increase of
the wholly owned subsidiary of the Company, TCO IP S.A., in the amount of
R$1,149,832,532.65, to be paid with 7,258,108 common shares and 969,932
preferred shares of the capital stock of Telemig Celular Participações S.A.
owned by the Company, with an estimated value of R$1,149,832,532.65,
according to the Company’s accounting registers on July 31, 2008.
The Members of
the Board of Directors agreed that the assignment to TCO IP S.A. of the shares
acquired by the Company from Telpart Participações S.A. is being made for
t
he purpose of
concentrating in TCO IP S.A.
the
controlling shares acquired from Telpart, as well as the shares acquired by TCO
IP S.A. by means of the voluntary tender offers for the acquisition of preferred
shares and the mandatory tender offer made as a result of the acquisition of
control pursuant to Brazilian law.
The
Board of Directors of the Company acknowledged the Appraisal Report issued by
KPMG Corporate Finance Ltda. dated August 25, 2008, which indicated that the
value of the shares of Telemig Celular Participações S.A owned by the Company is
within the range of R$1.096 billion to R$1.211 billion, and approved the
document in compliance of article 251, 1st. Paragraph of Law 6,404/76, as the
amount estimated to the shares based on the Company’s Balance Sheet of July 31,
2008 is within the range indicated in the appraisal report.
4.4.
The
Board of Directors agreed to authorize the management of the Company to take all
of the necessary measures to subscribe and pay for the capital increase of TCO
IP S.A., including to hire the experts and to approve in the general
shareholders meeting of TCO IP S.A, the valuation report of shares of Telemig
Celular Participações S.A. in compliance with article 8º of Law 6,404/76, as
well as the formalization of the
VIVO
PARTICIPAÇÕES S/A
Taxpayer’s n.
02.558.074/0001-73 - Registration n.
35.3.001.587.9-2
Publicly-held
company with authorized capital
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD
ON AUGUST 26, 2008
transfer of the shares of Telemig Celular
Participações S.A. held by the Company to TCO IP S.A. The Board ratified all
acts previously taken by the officers of the Company regarding the
matter.
4.5.
Approval of the Call Notice for the
General Shareholders’ Meeting:
The call notice for the
extraordinary general shareholders meeting of the Company to resolve about the
reverse split was approved and the Board of Officers was authorized to adopt all
the necessary measures to carry out the reverse split stock.
4.6.
Acknowledgement of the resignation of
Director and replacement:
The members of the Board acknowledged
the resignation letter executed on July 31, 2008, by João Pedro Amadeu Baptista,
who shall no longer be a member of the Board of Directors of the Company.
Immediately thereafter, as per article 150 of Law No. 6,404/76 and article 16 of
the Bylaws of the Company, the members of the Board elected in replacement Luís
Miguel da Fonseca Pacheco de Melo
,
a Portuguese citizen,
married, manager, bearer of Portuguese passport No. H238058, with expiration
date March 4, 2015, enrolled with the Taxpayers List (CPF/MF) under No.
233.308.258-55, resident and domiciled in the City of Lisbon, Portugal, with
corporate address at Avenida Fontes Pereira de Melo no. 40, CEP 1069-300, to
complete the commission term of the replaced member. Luís Miguel da Fonseca
Pacheco de Melo represented that he has not been convicted of any of the crimes
set forth in the applicable law that disqualify a Board member from executing
corporate activities or managing companies, and he executed the declaration
required by Instruction CVM No. 367/2002 immediately before the execution of the
empowerment term.
The
members of the Board expressed their gratitude to João Pedro Amadeu Baptista for
his excellent and dedicated contribution to the Company.
4.7
Appointment of the new Vice President
of the Board of Directors:
The Members of the Board appointed
Shakhaf Wine to be the Vice President of the Board of Directors of the
Company.
5.
ADJOURNMENT OF THE MEETING:
As no
matters were left to be discussed, the meeting was adjourned and these minutes,
after being drawn up, read and approved, were executed by the Board in
attendance and by the Secretary, and, then, registered in the proper corporate
book.
Signatures:
Luis Miguel
Gilpérez López – Chairman of the Board and of the Meeting; Shakhaf Wine,
Vice-Chairman of the Board; Ignácio Aller Mallo – member of the Board; Félix
Pablo Ivorra Cano, member of the Board; Luiz Kaufmann, member of the Board, Rui
Manuel de M. D’Espiney Patrício, member of the Board; José Guimarães Monforte,
member of the Board; Antonio Gonçalves de Oliveira member of the Board; and
Breno Rodrigo Pacheco de Oliveira - Secretary.
VIVO
PARTICIPAÇÕES S/A
Taxpayer’s n.
02.558.074/0001-73 - Registration n.
35.3.001.587.9-2
Publicly-held
company with authorized capital
MINUTES
OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD
ON AUGUST 26, 2008
The
present certificate is a true and correct copy of the minutes of the
extraordinary meeting of the Board of Directors held on August 26, 2008 and
recorded in the proper corporate book.
Breno
Rodrigo Pacheco de Oliveira
Secretary
of the meeting- OAB/RS nº 45.479