TELE CENTRO SUL PARTICIPAÇÕES CNPJ/MF no / NIRE

Transcription

1 TELE CENTRO SUL PARTICIPAÇÕES CNPJ/MF no / NIRE MINUTES OF ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS MEETING held April 28, 2000 (These minutes are drafted in summary form in accordance with the authorization contained in Article 130, paragraph 1, of Law 6404/76) Date, time, venue Ordinary General Meeting held at 4 p.m. on April 28, 2000, and Extraordinary General Meeting held at 5 p.m. on the same day at the Company s head offices in the city of Brasília in the Federal District, SAIN VIA L4 Norte - Quadra 6, Lote 4. Notification of Convening Convening notice published in accordance with Article 124 of Law 6404/76 in Gazeta Mercantil newspaper and in the Federal Gazette (Diário Oficial da União) on April 20, 24 and 25, 2000; and in Correio Braziliense newspaper on April 20, 21 and 22, The OGM and EGM were held concurrently in accordance with Article 131, sole paragraph, of Law 6404/76, Dec. 15, Attendees Shareholders representing more than fifty per cent (50%) of registered voting shares, as demonstrated by registration certificate numbers and signatures recorded in the Shareholder Attendance Book. Representing the Company, Mr. Paulo Pedrão Rio Branco. Representing the Audit Board, Mr. Carlos Alberto Monteiro de Castro. Representing the independent auditors, Ms. Lúcia Casasanta. Chair The meetings having been convened, Mr. Paulo Pedrão Rio Branco took the chair and invited Mr. Rodrigo Panico to act as secretary. Order of Business ORDINARY GENERAL MEETING: 1. Approve management s accounts; examine, discuss and approve the financial statements and management report. 2. Debate and vote on a motion regarding the use to which annual net income is to be put and the distribution of dividends and interest on own capital. 3. Elect members of the Audit Board. 4. Determine the compensation to be paid to directors and members of the Audit Board. 5. Ratify election of the Board of Directors. EXTRAORDINARY GENERAL MEETING: 1. Debate and vote on the change of company name, involving an amendment to Article 1 of the articles of association. 2. Approve the plan to offer stock options to directors and employees of the Company. 3. Approve the conclusion of a technical assistance agreement between Solpart Participações S.A. and Telecomunicações do Paraná S.A. (Telepar). 4. Approve the new draft deed of issuance of convertible debentures by Tele Centro Sul Participações S.A.

2 Motions approved The Chairman opened the proceedings by asking the Secretary to read out the Order of Business for the Ordinary General Meeting (the documents required by Article 133 of Law 6404/76 were placed at the disposal of shareholders considering publication in Gazeta Mercantil and Diário Oficial da União on May 28, 2000, and are an integral part of these minutes as an attached document) and the Extraordinary General Meeting. The Chairman then asked the meeting to waive a reading of the documents in question, given that the shareholders were already familiar with them. The shareholders present at the meetings then proceeded to vote as follows on the items in the Orders of Business: ORDINARY GENERAL MEETING 1. In light of the opinions issued by the independent auditors and by the Audit Board, the shareholders approved the financial statements for fiscal 1999 and management s annual report for the period ending Dec. 31, 1999 (documents placed at the disposal of shareholders). The following shareholders abstained from voting on this item: Banco de Investimentos Crédit Suisse First Boston Garantia S.A., Crédit Suisse First Boston Equity Investments (Netherlands) B.V., Fundo Mútuo Garantia de Investimentos em Ações, CSAM IBX ECO FIA, CSAM IBX E FIA, Garantia A FMIA-CL, Garantia S FMIA-CL, CSAM Ibovespa Plus FMIA CL, CSAM FIG FIA, The Geo Summit Fund, and Matrix FMIA-CL 2. The meeting approved management s proposal regarding 1999 annual net income and distribution of dividends and interest on own capital, which will be entirely imputed to dividends net of withholding tax. Payment will begin not later than June 30, Also under item 2, the shareholders voted unanimously to approve the proposed capital budget for fiscal 2000 in a maximum amount of two billion six million three hundred and seventy-three thousand reals (R$2,006,373,000) to be invested in the telecommunications system, comprising (i) nine hundred and eight million five hundred and sixty-one thousand reals (R$908,561,000) for the access network; (ii) five hundred and eighty-two million six hundred and forty-four thousand reals (R$582,644,000) for transmission and switching; (iii) thirty-five million nine hundred and thirtytwo thousand reals (R$35,932,000) for the regional digital backbone network; and (iv) four hundred and seventy-nine million two hundred and thirty-six thousand reals (R$479,236,000) for other investments. The following shareholders abstained from voting on this item: Banco de Investimentos Crédit Suisse First Boston Garantia S.A., Crédit Suisse First Boston Equity Investments (Netherlands) B.V., Fundo Mútuo Garantia de Investimentos em Ações, CSAM IBX ECO FIA, CSAM IBX E FIA, Garantia A FMIA-CL, Garantia S FMIA-CL, CSAM Ibovespa Plus FMIA CL, CSAM FIG FIA, The Geo Summit Fund, and Matrix FMIA-CL 3. The shareholders elected the following persons to the Audit Board as full and deputy members until the Ordinary General Meeting for the year 2000: LUIZ OTÁVIO NUNES WEST, Brazilian, married, accountant, identity no , SSP/BA, federal taxpayer no. CPF/MF , resident and domiciled in the city of Rio de Janeiro, Rio de Janeiro State, at Av. Presidente Wilson 231, 28th floor (part), and as his deputy Genivaldo Almeida Bonfim, Brazilian, married, accountant, resident and domiciled in the city of Salvador, Bahia State, at Rua Ceará 121, apt. 101, Bairro Pituba, identity no , SSP/BA, federal taxpayer no. CPF/MF ; GILBERTO BRAGA, Brazilian, married, economist, identity no.

3 14.621, Corecon, federal taxpayer no. CPF/MF , and as his deputy Ms. Daniela Xavier Pires, Brazilian, married, business administrator, identity no , IFP/RJ, federal taxpayer no. CPF/MF , resident and domiciled in the city and state of Rio de Janeiro at Av. Presidente Wilson 231, 28th floor (part); CARLOS FERNANDO COUTO DE OLIVEIRA SOUTO, Brazilian, single, lawyer, identity no , SSPRS, federal taxpayer no. CPF/MF , resident and domiciled in the city of Porto Alegre at Rua Dona Laura 320, 13th floor, and as his deputy Ulisses Bacchim, Brazilian, married, lawyer, identity no , SSP/RS, federal taxpayer no. CPF/MF , resident and domiciled in Porto Alegre at Rua Dona Laura 320, 13th floor; DELMAR NICOLAU SCHMIDT, Brazilian, married, economist, identity no , SSP/RS, federal taxpayer no. CPF/MF , resident and domiciled in the city of Brasília at SQN 313, block 11, apt. 501, and as his deputy Evandro Ayres de Moura, Brazilian, married, lawyer, identity no , SSP/CE, federal taxpayer no. CPF/MF , resident and domiciled in the city of Fortaleza, Ceará State, at Rua Coronel Linhares 250, apt In a separate vote and with holders of voting shares abstaining, the preferred shareholders elected as their representative on the Audit Board CARLOS ALBERTO DE CASTRO MONTEIRO, Brazilian, married, accountant, identity no. 5544, CRC/DF, federal taxpayer no. CPF/MF , resident and domiciled in the city of Brasília, DF, at SQS 305, bloco B, apt. 402, and as his deputy Dirce de Paula Dias, Brazilian, divorced, economist, identity no , SSP/MT, federal taxpayer no. CPF/MF , resident and domiciled in the city of Brasília, DF, at SQN 411, block M, apt In accordance with Article 35, II, of Law 8934/94, the members of the Audit Board hereby elected expressly declare that they have not been charged with any crime which according to law may prevent them from exercising business activities. The following shareholders abstained from voting on this item: Private Citicorp Fundo Mútuo, FIB - Fundo Mútuo de Investimento em Ações, Telecomunicações Fundo Mútuo de Investimentos. 4. Approval of directors compensation amounting to an aggregate three million five hundred thousand reals (R$3,500,000), with members of the Audit Board to receive at least ten per cent (10%) on average of compensation paid to directors, excluding benefits, travel and entertainment expenses and profit sharing. The following shareholders abstained from voting on this item: Private Citicorp Fundo Mútuo, FIB - Fundo Mútuo de Investimento em Ações, Telecomunicações Fundo Mútuo de Investimentos, Banco de Investimentos Crédit Suisse First Boston Garantia S.A., Crédit Suisse First Boston Equity Investments (Netherlands) B.V., Fundo Mútuo Garantia de Investimentos em Ações, CSAM IBX ECO FIA, CSAM IBX E FIA, Garantia A FMIA- CL, Garantia S FMIA-CL, CSAM Ibovespa Plus FMIA CL, CSAM FIG FIA, The Geo Summit Fund, and Matrix FMIA-CL. 5. Ratification of the Board of Director s appointment of Mr. Ronnie Vaz Moreira, Brazilian, married, economist, identity no , SSP/RJ, and Mr. Altamiro Boscoli, Brazilian, married, lawyer, identity no , SSP/SP, to the Board replacing Arthur Cassiano Bastos Filho and Sérgio Leo, who resigned their seats. In accordance with Article 35, II, of Law 8934/94, the directors hereby elected expressly declare that they have not been charged with any crime which according to law may prevent them from exercising business activities. The following shareholders abstained from voting on this item: Private Citicorp Fundo Mútuo, FIB - Fundo Mútuo de Investimento em Ações, Telecomunicações Fundo Mútuo de Investimentos, Banco de

4 Investimentos Crédit Suisse First Boston Garantia S.A., Crédit Suisse First Boston Equity Investments (Netherlands) B.V., Fundo Mútuo Garantia de Investimentos em Ações, CSAM IBX ECO FIA, CSAM IBX E FIA, Garantia A FMIA-CL, Garantia S FMIA-CL, CSAM Ibovespa Plus FMIA CL, CSAM FIG FIA, The Geo Summit Fund, and Matrix FMIA-CL. EXTRAORDINARY GENERAL MEETING 1. The Chairman stated that it was impossible to vote on item 1 of the Order of Business for lack of the quorum established in Article 135 of Law 6404/76 and announced that another meeting would be convened to debate this item in accordance with Article 124, paragraph 1, of the same law. 2. Approval of the plan to offer stock options to directors and employees of the Company. The meeting authorized management to carry out all studies and analyses required to obtain the best alternative in the interests of the Company, so as to offer such a plan to directors and employees in accordance with market conditions for the industry in which the Company operates and with guidelines laid down by the Board of Directors. The meeting voted unanimously to subordinate operational decisions about the plan to a strategy to be established by the Board of Directors, particularly with regard to potential beneficiaries. 3. In accordance with Article 14, sole paragraph, of the Company s articles of association, holders of voting shares and preferred shares in attendance, representing thirty-two billion six hundred and sixty-one million ninety-nine thousand seven hundred and forty-eight (32,661,099,748) shares, approved conclusion of a technical assistance agreement between Solpart Participações S.A., a shareholder, and Telecomunicações do Paraná S.A. (Telepar), with twenty-two billion three hundred and twenty-two million four hundred and seventy thousand one hundred and eighteen (22,322,470,118) shares voting in favor, and the following shareholders abstaining: Solpart Participações S.A., Private Citicorp Fundo Mútuo, FIB - Fundo Mútuo de Investimento em Ações, Telecomunicações Fundo Mútuo de Investimentos, Templeton World Fund, General Motor Employees G.G. Pension Trust. The meeting authorized the Board of Directors to draw up an equitable agreement between the parties, as outlined in a draft agreement filed on the Company s premises. 4. Approval of the final draft of a deed of issuance of convertible debentures by Tele Centro Sul Participações S.A. as described below. The full text of the document in question is an integral part of these minutes as Schedule I, with the characteristics set forth in Article 59 of Law 6404/76 as follows: (a) total amount issued one billion ninety-five million reals (R$1,095,000,000); (b) one thousand five hundred (1,500) debentures with a face value of seven hundred and thirty thousand reals (R$730,000) per debenture, one (1) bonus certificate being delivered to each subscriber free of charge for every two (2) debentures subscribed for; (c) all debentures to be issued with floating guarantees; (d) no adjustment for inflation ( monetary correction ) apart from the interest stated on the certificate; (e) debentures to be convertible into preferred shares and bonuses to correspond to the right to subscribe for preferred shares in the Company in accordance with the terms and conditions set forth in the above-mentioned Schedule I; (f) debentures to mature in 2006, with redemption to be paid out in accordance with clause

5 13.1 of Schedule I; (g) interest to be paid semiannually and/or to be capitalized without any share in profit and/or premiums at redemption; (h) debentures to be issued in a single series in certificate form and by public placement, with a waiver of shareholders preemptive rights in accordance with Article 172 of Law 6404/76; (i) any debentures not subscribed for to be canceled. The meeting also voted to empower the Board of Directors to effect any changes required to the terms of debenture issuance in accordance with Article 59 of Law 6404/76 and to authorize the Executive Committee to (i) buy back debentures as deemed appropriate; (ii) compute the value of a preferred share in the Company in accordance with the convertibility criteria laid down in Article 12 of Schedule I on the day immediately preceding publication of the first Announcement of the start of public placement of debentures, notifying CVM by fax of the conditions for convertibility of the debentures; and (iii) enter into appropriate agreements with the financial institutions selected to manage, book and act as mandatary for placement of the debentures as established in Schedule I. The following shareholders abstained from voting on this item: Private Citicorp Fundo Mútuo, FIB - Fundo Mútuo de Investimento em Ações, Telecomunicações Fundo Mútuo de Investimentos. Adjournment Having completed the Order of Business, the meeting adjourned for drafting of these minutes, which were read and approved by all shareholders attending, and signed by members of the chair in accordance with Article 130 of Law 6404/76. [Signed] Paulo Pedrão Rio Branco Chairman Rodrigo Panico Secretary for Solpart Participações S.A. Robson Goulart Barreto Manoel Ribeiro Filho Eletros Petros Funcef - Fund. Econ. Federais Sistel - Fundação Sistel de Seguridade Social Previ - Caixa de Prev. Func. Banco Brasil José Roberto de de Sá Carlos Monteiro de Castro Member, Audit Board, Tele Centro Sul