TELEMAR NORTE LESTE S.A.

Transcrição

1 CNPJ/MF No / NIRE A Publicly-held Company Minutes of the of held on November 29, 2002, drawn up in the form of a summary as established in article 130, paragraph 1 of Law 6,404/ DATE, TIME AND PLACE: On November 29, 2002, at 4:30 p.m., at the conference hall on the 5th floor of the Company s head offices, located at Rua General Polidoro, 99, Botafogo, in the City and State of Rio de Janeiro. 2. AGENDA: Acquisition by the Company of % of the shares representing the capital stock of Pegasus Telecom S.A. 3. CALL NOTICE: Published in the Official Gazette of the State of Rio de Janeiro (Diário Oficial do Estado do Rio de Janeiro), section V, on June 14, 2002, page 10, on June 17, 2002, page 5, and on June 18, 2002, page 07, in Jornal do Commercio on June 14, 2002, page A-5, on June 15, 2002, page A-5, and on June 17, 2002, page A-22; and in Gazeta Mercantil, on June 14, 2002, page 02, on June 17, 2002, page 03 and June 18, 2002, page ATTENDANCE: The shareholders of TELEMAR NORTE LESTE S.A, representing more than two thirds of the voting capital, as per the records and signatures contained in the Shareholders Attendance Book, as well as Mr. Ronaldo Iabrudi dos Santos Pereira, the Company s Chief Executive Officer, Mr. Francisco Valim Tosta Filho, the Company s Finance Officer, and the representatives of PricewaterhouseCoopers, of Goldman Sachs & Co. and of UBS Warburg, were present at the meeting. 5. PRESIDING BOARD: Chairman: Mr. Leandro Luiz Zancan; Secretary: Ms. Eurídice Mason, elected by the shareholders in attendance. 6. RESOLUTIONS: Beginning the works, the Chief Executive Officer of the Company, Mr. Ronaldo Iabrudi, expounded the main reasons for the acquisition of Pegasus Telecom S/A ( Pegasus ) by Telemar Norte Leste S/A (the Company ), emphasizing the benefits that the 1

2 transaction would bring to the Company. Following, the matter listed in the agenda was put to vote, and the majority shareholders attending the meeting approved the acquisition by the Company of the shares representing % of the capital stock of Pegasus, based on the following components: (i) R$ 221,803,704.00, to be adjusted by the difference between the actual value of Pegasus financial debt, ascertained on the date of signing of the stock purchase and sale agreement and on June 30, 2002, and (ii) the additional tax credit amount arising from tax losses, to be calculated on the date of consummation of the business, the amount of which is estimated at R$ 44 million, as of June 30, Payment to sellers shall be made if and to the extent that the Company and/or Pegasus actually use the tax credit available. The abstention of shareholder Secretaria de Estado da Fazenda de Minas Gerais (Minas Gerais State Treasury Office) and the dissenting votes were recorded, which will be filed at the Company s head offices. Subsequently, payment of the amount of R$ 114 million, recommended by the Company s Executive Office, by way of synergy and savings for the Company as a result of the transaction, was then put to vote, with the abstention of the controlling shareholder Tele Norte Leste Participações S/A. Payment of the respective amount was approved by a majority of the other shareholders present, and the following abstentions were recorded: Secretaria de Estado da Fazenda de Minas Gerais (Minas Gerais State Treasury Office), Sérgio Bernstein, Manoel Horacio Francisco da Silva and Instituto de Previdência do Município de Fortaleza IPM (Fortaleza Municipality Social Security Institute), and the Pernambuco State Government, dissenting votes which will be filed at the Company s head offices. The shareholders further authorized these Minutes to be drawn up in the form of a summary and published with the omission of the shareholders signatures, as provided for in article 130, paragraphs 1 and 2 of Law 6,404/76. Finally, Mr. José Teixeira de Oliveira stated his favorable vote to the acquisition in point, and congratulated the managers for conduction of the transaction. 7. CLOSING: As there was nothing else to be discussed, these Minutes were drawn up, and were duly approved and signed by the shareholders listed below, which constituted the necessary quorum for such approvals. Rio de Janeiro, November 29, Eurídice Mason Secretary Leandro Luiz Zancan Chairman 2

3 Shareholders Present: Tele Norte Leste Participações S/A by: Francisco Tosta Valim Filho FRANCISCO DEUSMAR DE QUEIROS by: Cícero Antonio de Menezes Sobreira GOVERNO DO ESTADO DA PARAÍBA Cristiane Pinheiro Diógenes GOVERNO DO ESTADO DE RORAIMA Cristiane Pinheiro Diógenes CSFB EQUITY INVESTMENTS (NETHERL) BV, Marcos Duarte Santos FUNDAÇÃO SANEPAR DE PREV E ASS. SOCIAL FUSAN Celso Ferreira MANOEL HORACIO FRANCISCO DA SILVA Celso Ferreira SERGIO BERNSTEIN Bernardo Medeiros Coelho da Rocha 3

4 ARX STRIKE FDO DE INVESTIMENTO FINANCEIRO Rodrigo Schramm da Fonseca GOVERNO DO ESTADO DE PERNAMBUCO Oscar Vilaça de Melo Filho/ Tarciana Ramos de Albuquerque Xavier SUPERINTENDENCIA DO DESENVOLVIMENTO DO ESTADO DO CEARA SUDEC Francisco Alfredo da Silveira Fortuna GOVERNO DO ESTADO DO PIAUÍ Kildere Ronne de Carvalho Souza SECRETARIA DE TRIBUTAÇÃO DO ESTADO DO RN Vera Maria Olímpio Guedes SECRETARIA DA FAZENDA DO ESTADO DA BAHIA Marco Aurélio de Castro Junior BOM JARDIM DA SERRA AGROPECUARIA LTDA Nelson Rodrigues Fróes INSTITUTO DE PREVIDENCIA DO MUNICIPIO IPM Rose Mary Freitas Maciel GOVERNO DO ESTADO DE SERGIPE 4

5 Felipe Moreira de Godoy e Vasconcelos SERGIPE ASSEMBLEIA LEGISLATIVA Felipe Moreira de Godoy e Vasconcelos PROCURADORIA GERAL DE JUSTIÇA Felipe Moreira de Godoy e Vasconcelos MINAS GERAIS SECRETARIA DE ESTADO DA FAZENDA Juliana Campos Horta de Andrade NELSON IZECKSON MARCOS DUARTE SANTOS JOSE TEIXEIRA DE OLIVEIRA 5