1.
DATE, TIME AND PLACE OF THE MEETING:
Extraordinary General Shareholders’ Meeting held on September 11, 2008,
at 11:00 AM, at Av. Roque Petroni Junior, 1464 – ground floor (Auditorium),
Morumbi, in the City of São Paulo, State of São Paulo.
2.
CALL NOTICE:
The first call
notice was published at the newspapers “Diário Oficial do Estado de São Paulo”
(“Empresarial” pages 26, 122 and 166, respectively) on August 27, 28 and 29,
2008 and “Gazeta Mercantil” (pages A7, A6 and A17, respectively) on August 27,
28 and 29, 2008.
3. AGENDA:
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I.
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To ratify the
wording of article 5 of the Bylaws of the Company, as proposed by the
Board of Directors (“Board”) during a meeting held on May 26,2008, the
date on which the capital increase of the Company was
confirmed;
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II.
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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 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, 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 No. 6,404/76, with the consequent amendment
of article 5 of the Bylaws of the
Company;
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III.
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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 stock of the Company, which is
currently 3,000,000,00 (three billion) shares, to 750,000,000 (seven
hundred and fifty million)
shares;
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IV.
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To ratify the
appointment of Mr. Luís Miguel da Fonseca Pacheco de Melo as a member of
the Board, as decided by the Board on August 26,
2008.
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4.
ATTENDANCE:
Shareholders
representing 61.61% of the capital stock, being 89.58% holders of common shares
and 45.60% holders of preferred shares, as indicated by the signatures in the
"Corporate Book of Shareholders’ Attendance at General Meetings”.
5.
BOARD OF THE MEETING
: Bruno
Angelo Indio e Bartijotto – Chairman and José Teotonio da Silva -
Secretary.
6.
RESOLUTIONS
: Beginning the
meeting, the Chairman clarified that the minutes of the shareholders’ meeting
would be recorded as a summary of the events occurred including only a record of
the resolutions, as allowed by article 130, first paragraph, of Law No.
6,404/76. The Chairman also informed that the documents or proposals, voting or
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
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MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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dissenting
statements should be presented in writing to the Board that for such purposes
would be represented by the Secretary of the meeting.
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I.
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Item “I” of
the Agenda was approved by the unanimous vote of the shareholders
attending the meeting, ratifying the wording of article 5 of the Bylaws,
as proposed by the Board in a meeting held on May 26, 2008, the date on
which the capital increase of the Company was confirmed as a result of the
capitalization of part of the goodwill reserve corresponding to the tax
benefit resulting from past corporate restructurings involving the Company
as allowed by Instruction No. 319. As a result of the approval, article 5
of the Bylaws shall read as
follows:
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“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.”
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II.
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Item “II” of
the Agenda was approved, by the unanimous vote of the shareholders
attending the meeting, in accordance with the proposal of the Board of
Directors to reverse split shares, 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 in the stock markets in Brazil and in New York. As a
consequence, the shareholders
approved:
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(a)
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The reverse
split of 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, 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, in accordance with article 12 of Law No.
6,404/76.
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(b)
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Simultaneously
with the reverse split in Brazil (in the São Paulo Stock Exchange –
BOVESPA), and in the same ratio, there shall also be a reverse split of
the ADRs trading on 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 on and after October 17, 2008, the
date that the reverse split will be effective in the United
States;
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
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MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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(c)
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That the
Shareholders may adjust their equity position between September 12,
2008 and October 13, 2008 according to the class of shares they own, in
multiple lots of 4 (four) shares, by negotiating their shares at the São
Paulo Stock Exchange Market (“BOVESPA”) through authorized
brokers;
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(d)
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That on and
after October 14, 2008, the shares representing the capital stock of the
Company will be traded only by their quotation in
units;
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(e)
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That on and
after October 27, 2008, remaining fractions of shares will be grouped in
units and sold in the auctions to be carried out at BOVESPA until the sale
of all remaining fractions;
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(f)
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The
publishing, in the newspaper “Gazeta Mercantil” on September 12, 2008, of
the Notice to Shareholders for the disclosure of all characteristics of
the reverse split herein approved;
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(g)
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The
authorization for the Board of Officers to take all the necessary measures
necessary for the completion of the approved reverse split in the stock
exchanges where the Company’s securities are traded;
and
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(h)
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The amendment
of article 5 of the Bylaws as
follows:
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“Article
5º – The capital stock of the Company subscribed and totally paid in is of
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.”
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III.
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Item “III” of
the Agenda was approved, by the unanimous vote of the shareholders
attending the meeting, in view of the approval of the proposal of the
reverse split, to amend the wording of article 4 of the Bylaws of the
Company to adjust the authorized capital stock limit, as
follows:
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“Article.
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.”
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
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MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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V.
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Item “IV” of
the Agenda was ratified by a unanimous vote of the shareholders attending
the meeting, confirming the appointment approved in the meeting of
the Board held on August 26, 2008 of Mr.
Luís Miguel da Fonseca Pacheco
de Melo
, Portuguese Citizen, married, manager, bearer of Portuguese
passport No. H238058, with expiration date of March 04, 2015, enrolled
with the Taxpayers List (
CPF/MF
) under no.
233.308.258-55, resident and domiciled in the City of Lisbon, Portugal,
with offices at Avenida Fontes Pereira de Melo, No. 40, CEP 1069-300, to
complete the commission term of the replaced member of the Board. The
member elected represented that he has not committed any of the crimes set
forth in the applicable law that could impede him from performing
commercial activities or managing companies. Accordingly he has executed
the declaration required by Instruction CVM No. 367/2002. Shareholder
Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI refrained
from voting on this item.
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7.
ADJOURNMENT OF THE
MEETING
:
As
no items of the agenda were left to be discussed, the minutes of the meeting
were read and approved by the shareholders. As per Paragraph 2, article 130 of
Law 6,404/76, the publishing of these minutes will be done without the
signatures of the shareholders.
8.
SIGNATURES:
Bruno Angelo Indio e Bartijotto – Chairman, José Teotonio da Silva –
Secretary. Shareholders Brasilcel, N.V., Sudestecel Participações Ltda., TBS
Celular Participações Ltda., Tagilo Participações Ltda., Avista Participações
Ltda., Portelcom Participações S.A., all represented by their attorney-in-fact
Breno Rodrigo Pacheco de Oliveira; and Caixa de Previdência dos Funcionários do
Banco do Brasil – PREVI represented by its attorney-in-fact Claudia Pessoa
Lorenzi; Vanguard Emerging Markets Stock Index Fund, The Master Trust Bank of
Japan, LTD.RE:MTBC400035147, Panagora Group Trust, Fidelity Investment Trust:
Latin America Fund, Schwab Fundamental Emerging Markets Index Fund, First Energy
Nuclear Generation Cor, Fidelity Latin America Fund, County Employees Annuity
and Benefit Fund of Cook County, State Street Emerging Markets, Brazil Msci
Emerging Markets Index Common Trust Fund, Fidelity Advisor Series VIII: Latin
America Fund, John Hancock Trust International Equity Index Trust B, IBM Savings
Plan, State Street Bank and Trust Company Investment Funds for Tax Exempt
Retirement Plans, John Hancock Trust International Equity Index Trust A, John
Hancock Funds II International Equity Index Fund, Laudus Rosenberg International
Discovery Fund, SPDR S&P Emerging Latin America ETF, SPDR S&P Emerging
Markets ETF, Geut Emerging Equity Passive 1, Imperial Emerging Economies Pool,
CIBC Emerging Markets Index Fund, The Texas Education Agency, Teacher Retirement
System of Texas, Wells Fargo Master Trust Diversified Stock Portfolio, College
Retirement Equities Fund, State of California Public Employees Retirement
System, Eaton Vance Tax-Managed Emerging Markets Fund, Wilmington Multi-Manger
International Fund, Eaton Vance Structured Emerging Markets
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VIVO
PARTICIPAÇÕES S.A.
CNPJ/MF No.
02.558.074/0001-73 - NIRE 35.3.001.587.9-2
Publicly-held
Company
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MINUTES
OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD
ON SEPTEMBER 11, 2008
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Fund, Eaton Vance
Collective Investment Trust for Employee Benefit Plans Emerging Markets Equity
Fund, managed by Citibank N.A., represented by their attorney-in-fact
Daniel Alves Ferreira.
We
hereby certify that this is a true copy of the original Minutes of the
Extraordinary Shareholders Meeting of VIVO PARTICIPAÇÕES S.A, held on September
11, 2008 and recorded in the appropriate corporate book.
Bruno
Angelo Indio e Bartijotto
Chairman – OAB/SP nº
238.766
José
Teotonio da Silva
Secretary – OAB/RJ
nº 93.101