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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington,
D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
(Amendment
No. 6)*
VIVO PARTICIPAÇ
Õ
ES S.A.
(Name of Issuer)
American Depositary Shares (as evidenced by
American Depositary Receipts) each representing one share of Preferred Stock
(Title of Class of Securities)
(CUSIP Number)
Anneke Westbroek
Flevolaan 41A
1411 KC NAARDEN
P.O. Box 5081
1410 AB NAARDEN
The Netherlands
+31 35 695 9090
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Alex Bafi, Esq.
Herbert Smith LLP
Exchange House
Primrose Street
London EC2A 2HS
United Kingdom
+44 20 7374 8000
(Date of Event which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 928555S200
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Cyrte Investments B.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
Not applicable
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
12,771,308(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
12,771,308(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
5.36% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participações S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
2
CUSIP No. 928555S200
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Cyrte Investments GP III B.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
Not applicable
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
12,771,308(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
12,771,308(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
5.36% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
3
CUSIP No. 928555S200
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1.
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only)
Cyrte Fund III C.V.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
12,771,308(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
12,771,308(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
5.36% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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|
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|
|
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|
(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
4
CUSIP No. 928555S200
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva plc
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
|
Source of Funds (See Instructions)
Not applicable
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
England and Wales
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
12,771,308(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
12,771,308(1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
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|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
5.36% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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|
|
|
|
|
|
(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
5
CUSIP No. 928555S200
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva Group Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
|
Source of Funds (See Instructions)
Not applicable
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|
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
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6.
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Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
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|
8.
|
Shared Voting Power
12,771,308(1)
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9.
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Sole Dispositive Power
0
|
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10.
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Shared Dispositive Power
12,771,308(1)
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|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
5.36% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
6
CUSIP No. 928555S200
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|
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva International Insurance Limited
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|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
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|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
12,771,308(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
12,771,308(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
5.36% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
7
CUSIP No.
928555S200
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|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva Insurance Limited
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|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Scotland
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
12,771,308(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
12,771,308(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
5.36% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo Participaçõ
es
S.A. outstanding as of March 19, 2009, as reported on the issuers current
report on Form 6-K filed with the Securities and Exchange Commission on April 27,
2009.
8
CUSIP No. 928555S200
|
|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Aviva International Holdings Limited
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
12,771,308(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
12,771,308(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
5.36% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
9
CUSIP No. 928555S200
|
|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
CGU International Holdings B.V.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
The Netherlands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
12,771,308(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
12,771,308(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
5.36% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
10
CUSIP No. 928555S200
|
|
|
1.
|
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only)
Delta Lloyd N.V.
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
The Netherlands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
12,771,308(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
12,771,308(1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,771,308
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
5.36% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons
collectively own 12,771,308 American Depositary Shares each representing one
share of Preferred Stock of Vivo Participaçõ
es S.A.
(2) The calculation of the
foregoing percentage is based on 238,063,700 shares of Preferred Stock of Vivo
Participaçõ
es S.A. outstanding as of March 19, 2009, as reported
on the issuers current report on Form 6-K filed with the Securities and
Exchange Commission on April 27, 2009.
11
Item 1.
|
Security and Issuer
|
This Amendment No. 6 to the statement on Schedule
13D (this Amendment) filed with the Securities and Exchange Commission on
April 30, 2007, as amended on September 27, 2007, December 20, 2007, January
16, 2008, February 23, 2009 and May 6, 2009, relates to
12,771,308 American Depositary Shares, representing 12,771,308
shares of Preferred Stock (the Shares) of Vivo Participações S.A.
(the Company). The Companys
principal offices are located at Av. Doutor Chucri Zaidan, 860, 04583-110-São
Paolo, SP, Federative Republic of Brazil.
|
|
|
Item 2.
|
Identity and Background
|
(a), (b) and (c) This Amendment is being filed jointly
by (i) Aviva plc, a public limited company organized under the laws of
England and Wales, (ii) Aviva Group Holdings Limited, a limited
liability company organized under the laws of England and Wales; (iii) Aviva
International Insurance Limited, a limited liability company organized under
the laws of England and Wales; (iv) Aviva Insurance Limited, a limited
liability company organized under the laws of Scotland; (v) Aviva
International Holdings Limited, a limited liability company organized under
the laws of England and Wales; (vi) CGU International Holdings B.V., a
limited liability company organized under the laws of The Netherlands; (vii)
Delta Lloyd N.V., a limited liability company organized under the laws of The
Netherlands; (viii) Cyrte Investments B.V. (Cyrte Investments), a limited
liability company organized under the laws of The Netherlands;
(ix) Cyrte Investments GP III B.V. (Cyrte Investments GP), a limited
liability company organized under the laws of The Netherlands; and
(x) Cyrte Fund III C.V. (Cyrte Fund), a limited partnership organized
under the laws of The Netherlands (collectively, the Reporting
Persons). Aviva plc, Aviva Group
Holdings Limited, Aviva International Insurance Limited, Aviva Insurance
Limited, Aviva International Holdings Limited and CGU International Holdings
B.V. are referred to herein as the Aviva Reporting Persons.
Aviva plc owns all of
the outstanding share capital of Aviva Group Holdings Limited. Aviva Group Holdings Limited owns all of
the outstanding share capital of Aviva International Insurance Limited. Aviva International Insurance Limited owns all
of the outstanding share capital of Aviva Insurance Limited. Aviva Insurance Limited owns all of the
outstanding share capital of Aviva International Holdings Limited. Aviva International Holdings Limited owns all
of the outstanding share capital of CGU International Holdings B.V. CGU International Holdings B.V. owns 92% of
the outstanding share capital of Delta Lloyd N.V. Delta Lloyd N.V. owns 85% of
the share capital of Cyrte Investments. Cyrte Investments is the manager of
the investment portfolio held by Cyrte Fund and owner of all of the
outstanding capital stock of Cyrte Investments GP. Cyrte Investments GP is the general partner
of Cyrte Fund.
The name, business
address, business activity and present principal occupation or employment of
each director, officer or general partner of the Reporting Persons are set
forth in Schedule I hereto, which is incorporated herein by reference.
The principal business
of each of the Aviva Reporting Persons and Delta Lloyd N.V. is insurance
services. The principal business of Cyrte Investments is investment
management. Cyrte Investments GPs
principal business is to act as the general partner of Cyrte Fund. Cyrte Fund is an investment fund; its
principal business is to invest in listed and non-listed equity securities in
the technology, media and telecommunication sectors.
(d) During the last
five years, none of the Reporting Persons, nor, to the knowledge of the
Reporting Persons, any of persons listed on Schedule I hereto, has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last
five years, none of the Reporting Persons, nor, to the knowledge of the
Reporting Persons, any of persons listed on Schedule I hereto, has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The citizenship of
each director or general partner of the Reporting Persons who is a natural
person is set forth in Schedule I hereto, which is incorporated herein by
reference.
|
|
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Cyrte Fund obtained the funds to purchase the
Shares collectively owned by the Reporting Persons from capital contributions
made to its working capital by its limited partners, CFI Invest C.V., Delta
Lloyd Levensverzekering N.V., Stichting Pensioenfonds ABP and Stichting
Pensioenfonds voor de Gezonheid, Geestelijke en Maatschappelijke belangen PGGM.
Cyrte Fund purchased and disposed of American Depositary Shares, each
representing 1 Share, in the open market as set out in Schedule II herein.
|
12
Item 4.
|
Purpose of Transaction
|
The Reporting Persons
have acquired the Shares of the Company for investment purposes. The Reporting Persons intend to assess
their investment in the Company from time to time on the basis of various
factors, including, without limitation, the Companys business, financial
condition, results of operations and prospects, general economic, market and
industry conditions, as well as other developments and other investment
opportunities. Depending upon the
foregoing factors or any other factors deemed relevant to the Reporting
Persons, they may acquire additional shares in the Company, or dispose of all
or part of the shares of the Company, in open market transactions, privately
negotiated transactions or otherwise. Any acquisition or disposition may be
effected by the Reporting Persons at any time without prior notice. The Reporting Persons may engage in
communications from time to time with one or more stockholders, officers or
directors of the Company regarding the Companys operating performance,
strategic direction or other matters that could result in or relate to, among
other things, any of the matters set forth in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
The Reporting Persons
have, in the past, engaged in meetings and communications from time to time
with the Companys key personnel. These meetings and conversations were held
for the purpose of better understanding the Company and its industry. In the
future, the Reporting Persons may engage in communications from time to time
with one or more stockholders, officers or directors of the Company regarding
the Companys operating performance, strategic direction or other matters
that could result in or relate to, among other things, any of the matters set
forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in
this Amendment, none of the Reporting Persons has any present plan or
proposal that relates to, or could result in, any of the events referred to
in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The
Reporting Persons will, however, continue to review the business of the
Company and, depending upon one or more of the factors referred to above, may
in the future propose that the Company take one or more such actions.
|
|
|
Item 5.
|
Interest in Securities of the Issuer
|
(a) and (b) According to the Companys current report
on Form 6-K filed with the Securities and Exchange Commission on April 27, 2009,
there were 238,063,700 Shares outstanding as of March 19, 2009. Cyrte Investments GP directly owns interests
in 12,771,308 Shares, which represents 5.36% of the Shares outstanding as of March 19,
2009. None of the Aviva Reporting
Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund directly own such
Shares. However each of the Aviva
Reporting Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund may be
deemed to be beneficial owners, as well as share the power to vote and dispose,
of such Shares directly owned by Cyrte Investments GP by virtue of the fact
that: Aviva plc owns all of the outstanding share capital of Aviva Group
Holdings Limited, Aviva Group Holdings Limited owns all of the outstanding
share capital of Aviva International Insurance Limited, Aviva International
Insurance Limited owns all of the outstanding share capital of Aviva Insurance
Limited, Aviva Insurance Limited owns all of the outstanding share capital of
Aviva International Holdings Limited, Aviva International Holdings Limited owns
all of the outstanding share capital of CGU International Holdings B.V., CGU
International Holdings B.V. owns 92% of the outstanding share capital of Delta
Lloyd N.V.; Delta Lloyd N.V. owns 85% of the share capital of Cyrte
Investments, Cyrte Investments is the manager of the investment portfolio held
by Cyrte Fund and owner of all of the outstanding capital stock of Cyrte
Investments GP and Cyrte Investments GP is the general partner of Cyrte
Fund. Each of the Aviva Reporting
Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund disclaims beneficial
ownership of such Shares for all other purposes.
(c) During the past 60 days, none of the Reporting
Persons has bought, sold or otherwise received Shares except in the
transactions described in Schedule II attached hereto, which is incorporated
herein by reference.
(d) The limited partners of Cyrte Fund, being CFI Invest C.V., Delta Lloyd Levensverzekering
N.V., Stichting Pensioenfonds ABP, and PGGM will have the benefit of any
dividends from, or proceeds from the sale of, the Shares of the Company owned
by Cyrte Investments GP, subject to certain fee arrangements.
(e) Not applicable.
13
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
|
To the best knowledge of the Reporting Persons,
there are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such persons and
any person with respect to any of the securities of the Company, including,
but not limited to, transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of
proxies.
|
|
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
Exhibit 99.1
|
|
Agreement of Joint Filing among Cyrte Investments
B.V., Cyrte Investments GP III B.V., Cyrte Fund III C.V., Aviva plc, Aviva
Group Holdings Limited, Aviva International Insurance Limited, Aviva
Insurance Limited, Aviva International Holdings Limited, CGU International Holdings
B.V. and Delta Lloyd N.V., dated as of July 29, 2009.
|
|
|
|
Exhibit 99.2
|
|
Power of attorney granted on July 28, 2009
granting power of attorney to Mr. Martijn Warmerdam, Ms. Anneke
Westbroek and Mr. Meinte Dijkstra to sign on behalf of Cyrte
Investments B.V., Cyrte Investments GP I B.V., CF I Invest C.V., Cyrte
Investments GP III B.V. and Cyrte Fund III C.V.
|
|
|
|
Exhibit 99.3
|
|
Power of attorney granted on June 29, 2009,
granting power of attorney to Mr. Peter Knoeff, Mr. Meinte
Dijkstra, Ms. Pien Stevens, Mr. Huug Laoh and Mr. Peter van
den Dam to sign on behalf Delta Lloyd N.V.
|
14
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
July 29,
2009
|
|
Date
|
|
|
/s/ Anneke
Westbroek
|
|
Signature
|
Cyrte Investments B.V., by
Anneke Westbroek
,
attorney-in-fact*
|
|
July 29,
2009
|
|
Date
|
|
/s/ Anneke
Westbroek
|
|
Signature
|
Cyrte Investments GP III
B.V., by
Anneke Westbroek
,
attorney-in-fact*
|
|
July 29,
2009
|
|
Date
|
|
/s/ Anneke
Westbroek
|
|
Signature
|
Cyrte Fund III C.V., by
Anneke
Westbroek
, attorney-in-fact*
|
|
July 29,
2009
|
|
Date
|
|
|
Aviva plc, by April
Commons, attorney-in-fact**
|
|
July 29,
2009
|
|
Date
|
|
|
|
Signature
|
Aviva Group Holdings
Limited by April Commons, attorney-in-fact**
|
|
July 29,
2009
|
|
Date
|
|
|
Signature
|
Aviva International
Insurance Limited by April Commons, attorney-in-fact**
|
|
July 29,
2009
|
|
Date
|
|
|
Signature
|
Aviva Insurance Limited by
April Commons, attorney-in-fact**
|
|
July 29,
2009
|
|
Date
|
|
|
|
Signature
|
Aviva International
Holdings Limited by April Commons, attorney-in-fact**
|
|
July 29,
2009
|
|
Date
|
|
|
|
Signature
|
CGU International Holdings
B.V. by April Commons, attorney-in-fact***
|
|
July 29,
2009
|
|
Date
|
|
|
/s/ Peter
van den Dam
|
|
Signature
|
Delta Lloyd
N.V., by Peter van den Dam, attorney-in-fact****
|
|
|
|
|
*
Signed pursuant to power of attorney, dated
July 28, 2009
,
attached hereto as Exhibit 99.2.
** Signed
pursuant to power of attorney, dated January 1, 2009, included as Exhibit
99.3 to Amendment No. 8 to the statement on Schedule 13D
filed
with the Securities and Exchange Commission on February 5, 2009
by the Reporting Persons
and
incorporated herein by reference
.
*** Signed
pursuant to power of attorney, dated January 8, 2009, included as Exhibit
99.4 to Amendment No. 8 to the statement on Schedule 13D
filed
with the Securities and Exchange Commission on February 5, 2009
by the Reporting Persons
and
incorporated herein by reference
.
**** Signed
pursuant to power of attorney, dated June 29, 2009, attached hereto as
Exhibit 99.3.
15
SCHEDULE I
The name, business address, business
activity, present principal occupation or employment and, if a natural person,
citizenship of each director, officer or general partner of the Reporting
Persons are set forth in Schedule I hereto, which is incorporated herein by
reference.
Cyrte
Investments B.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Botman, Franciscus
Johannes
|
|
Flevolaan
41A,
1411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands
|
|
Director
(
bestuurder)
and Chairman of Management Board
|
|
Director
(
bestuurder)
|
|
The
Netherlands
|
Aardoom,
Japhet Pieter
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Otto, Alex Hendrikus
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Hoek,
Nicolaas Willem
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board
Director
|
|
The Netherlands
|
Kok, Petrus Jacobus Wilhelmus Gerardus
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board
Director
|
|
The
Netherlands
|
Krant, Joop
|
|
Dreeftoren 5
th
floor
Haaksbergweg 11
1101 BP Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board
Director
|
|
The
Netherlands
|
Cyrte
Investments GP III B.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Cyrte
Investments B.V.
|
|
Flevolaan
41A,
411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands
|
|
Investment
management
|
|
Investment
management; sole director (
bestuurder
)
of Cyrte Investments GP III B.V.
|
|
Not
applicable
|
Cyrte Fund
III C.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Cyrte
Investments GP III B.V.
|
|
Flevolaan
41A,
411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands
|
|
Investment
management
|
|
Investment
management; general partner of Cyrte Fund III C.V.
|
|
Not
applicable
|
Aviva plc
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Arora,
Nikesh
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
United
States
|
Francis,
Mary Elizabeth
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
United
Kingdom
|
Goeltz,
Richard Karl
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Senior
Independent
|
|
Senior
Independent
|
|
United
States
|
Moss, Andrew
John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Piwnica,
Carole
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
Belgium
|
Scott,
Philip Gordon
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United Kingdom
|
Sharman,
Colin Morven
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Chairman
|
|
Chairman
|
|
United
Kingdom
|
Van de
Walle, Leslie
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
France
|
Walls, John
Russell Fotheringham
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
United
Kingdom
|
Machell,
Simon Christopher
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive Committee
Member
|
|
Executive
Committee Member
|
|
United
Kingdom
|
Ainley, John
David
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
United
Kingdom
|
Godlasky,
Thomas Charles
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
United States
|
Dromer,
Alain Henri Pierre
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
France
|
Hodges, Mark
Steven
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal
Mordeciah
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
United
States
|
Sahay,
Anupam
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
India
|
Mackenzie, Amanda
Felicity
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
United
Kingdom
|
Wheway,
Jonathan Scott
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
United
Kingdom
|
Moneta,
Andrea
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Executive
Committee Member
|
|
Executive
Committee Member
|
|
Italy
|
Goh, Euleen Yiu
Kiang
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Non exec.
Director
|
|
Non exec.
Director
|
|
Singapore
|
Aviva
Group Holdings Limited
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hodges, Mark
Steven
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal Mordeciah
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
States
|
Moss, Andrew
John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Sahay,
Anupam
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
India
|
Scott, Philip
Gordon
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Aviva
International Insurance Limited
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hodges, Mark
Steven
|
|
St Helens,
1Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal
Mordeciah
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
States
|
Moss, Andrew
John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Sahay,
Anupam
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
India
|
Scott,
Philip Gordon
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Aviva
Insurance Limited
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hodges, Mark
Steven
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal
Mordeciah
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
United
States
|
Moss, Andrew
John
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Sahay,
Anupam
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
India
|
Scott,
Philip Gordon
|
|
Pitheavlis,
Perth PH2 0NH
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Aviva
International Holdings Limited
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hodges, Mark
Steven
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Mayer, Igal
Mordeciah
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
States
|
Moss, Andrew
John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Sahay,
Anupam
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
India
|
Scott,
Philip Gordon
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
CGU
International Holdings B.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Harris,
Timothy
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Jones,
Edward Graham
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Moss, Andrew
John
|
|
St Helens,
1 Undershaft,
London EC3P 3DQ
|
|
Director
|
|
Director
|
|
United
Kingdom
|
Delta
Lloyd N.V.
Name
|
|
Business address
|
|
Business activity
|
|
Present principal
occupation or
employment
|
|
Citizenship
|
Hoek,
Nicolaas Willem
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Kok, Petrus Jacobus Wilhelmus Gerardus
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Medendorp,
Paul Kerst
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
Germany
|
Raué,
Hendrik Herman
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Executive
Director
|
|
Executive
Director
|
|
The
Netherlands
|
Holsboer,
Jan Hendrik
|
|
Amstelplein
6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The
Netherlands
|
Kottman,
René Herman Philip Willem
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The
Netherlands
|
Smits, Marcellinus Hermanus Maria
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The Netherlands
|
Boumeester, Pamela Gertrude
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The Netherlands
|
Haars, Jan Gerard
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The Netherlands
|
Fischer, Eric Jacob
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
The Netherlands
|
Moss, Andrew John
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
United Kingdom
|
Scott, Philip Gordon
|
|
Amstelplein 6,
1096 BC Amsterdam,
The Netherlands
|
|
Supervisory
Board Director
|
|
Supervisory
Board Director
|
|
United Kingdom
|
SCHEDULE II
All of the Shares of the Company
sold as described in the table below were sold by Cyrte Investments GP III B.V.
in open market transactions.
Vivo Partipacoes
transactions in the past 60 days
transaction date
|
|
# shares
|
|
price per share
|
|
May
4, 2009
|
|
-490,100
|
|
17.0162
|
|
May
5, 2009
|
|
-218,900
|
|
17.0661
|
|
May
20, 2009
|
|
-797,230
|
|
19.4620
|
|
May
21, 2009
|
|
-327,770
|
|
18.1173
|
|
May
29, 2009
|
|
-500,000
|
|
19.9179
|
|
July
9, 2009
|
|
-100,000
|
|
18.8285
|
|
July
10, 2009
|
|
-100,000
|
|
18.9000
|
|
July
13, 2009
|
|
-100,000
|
|
19.1372
|
|
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