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VIVO PARTICIPAÇÕES S.A. C.N.P.J. n.º 02.558.074/0001-73 - N.I.R.E. 35.3.001.587.9-2 Publicly-held Company with authorized capital

 

Ordinary and Extraordinary General Shareholders’ Meeting
Call Notice

 

The shareholders are hereby summoned to attend to the Ordinary and Extraordinary General Shareholders’ Meeting of the Company to be held at 03:00 p.m. of March 19, 2009, at the head office, located in the City of São Paulo, State of São Paulo, at Av. Roque Petroni Junior, 1464 – térreo (Auditório), to resolve about the following agenda

On Ordinary Meeting

(a) To review the Management Report, to examine, to discuss and vote the financial statements for the fiscal year ended December 31, 2008.

(b) To resolve on the destination of the results of the fiscal year ended on December 31, 2008 and the allocation of profits, as well as the proposed capital expenditures budget prepared in accordance with article 196 of Law No. 6,404/76.

(c) To appoint the members of the Board of Directors of the Company.

(d) To appoint the members of the Fiscal Council.

(e) To setthe annual overall compensation of the directors/officers and the individual compensation of the members of the Fiscal Council for the fiscal year of 2009.

On Extraordinary Meeting 

(a) To amend article 5 of the bylaws of the Company, as proposed by the Board of Directors in the meeting held on February 12, 2009, when it was ratified the increase of the capital stock of the Company.

(a) To restate the Bylaws of the Company.

GENERAL INSTRUCTIONS:

a) The powers of attorney granted by the shareholders of the Company, for representation at the meeting, shall be deposited at the head office of the Company, located at Av. Roque Petroni Junior, 1464, 3º andar, lado B, Corporate Division, up to 48 hours before the Shareholders’ Meeting take place;

b) The shareholders that are part of the Fungible Custody of Registered Shares of the São Paulo Stock Exchange - BOVESPA that intend to attend to this meeting shall deliver a statement containing its corresponding equity interest, dated up to 48 hours before the date of the meeting, containing the respective equity interest.

c) The documents and proposals related to the agenda of the general meeting called hereby are available to the shareholders at the address mentioned in item “I” above, being at the disposal in the website of the Investors Relation - www.vivo.com.br/ri and in the website of BOVESPA - www.bovespa.com.br.

d) As per CVM Instruction No. 165 of December 11, 1991, with the amendment contemplated by article 1 of the Instruction 282 of June 26, 1991, the quorum required for the adoption of the multiple vote for the appointment of the members of the Board of Directors is, at least, of 5% of the voting capital.

 

São Paulo/SP, February 17, 2009.

Luis Miguel Gilpérez López
Chairman of the Board of Directors