Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
Investors Relations | |
(55 61) 3415-1140 | |
ri@brasiltelecom.com.br | |
Media Relations | |
(55 61) 3415-1378 | |
cesarb@brasiltelecom.com.br |
Free Translation
BRASIL TELECOM PARTICIPAÇÕES S.A.
CORPORATE TAXPAYER REGISTRATION 02.570.688/0001 -70
BOARD OF TRADE 53.3.0000581 -8
PUBLICLY HELD COMPANY
Minutes of the Ordinary and Extraordinary General Shareholders Meeting,
Held on May 23rd, 2006
(Minutes drawn up in summarized form,
pursuant to § 1st of article 130 of Law 6,404/76)
On the 23rd of May, 2006, at 11:00 a.m., in Brasil Telecom Participações S.A.s (Company) headquarters, in the city of Brasília, Federal District, at SIA SUL ASP, Lote D, Bloco B.
2) Summons:Second summons notice published in compliance with article 124 of Law 6,404/76 in the following newspapers: Correio Braziliense and Valor Econômico in the editions of May 09, 10 and 11, 2006, and in the Diário Oficial da União (Federal Gazette) in the editions of May 10,11 and 12.
3) Presence:Shareholders representing the necessary quorum to approve the matter in the Days Agenda were present, according to registrations and signatures existent in the Book of Registration of Shareholders Present. Companys representative, Mr. Filipe Laudo de Camargo.
4) Meetings Board:The meeting was instituted and Mr. Filipe Laudo de Camargo was elected to preside over the meeting, in compliance with article 16 of the Companys Bylaws. The president invited Mrs. Sabrina Naritomi to act as secretary.
5) Days Agenda:Initially, the president requested that the Secretary read the Days Agenda. As follows:
Make a resolution regarding the review of the Companys By-Laws, related to the matters of article 34, in accordance to the Managements proposal, as well as to authorize the consolidation of the Bylaws.
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6) Resolutions:
At the start of the meeting, the shareholders present authorized, unanimously, that these minutes of the Extraordinary General Shareholders Meeting shall be drafted in summarized form, and it may be published without the signatures of the shareholders present, in compliance with article 130 of Law 6,404/76 and its paragraphs.
Subsequently, the President registered the receipt of the vote instructions established on the Minutes of Invitel S.A.s Shareholders Prior Meeting and the Minutes of Brasil Telecom Participações S.A.s Shareholders Prior Meeting, both held on 04/27/2006, which report to and contain, as annex, Minutes of Zain Participações S.A.s Extraordinary General Shareholders Meeting, also held on 04/27/2006, informing to all present that such acts determine the content of the shareholders votes related to Invitel S.A.s Shareholders Agreement, celebrated on 10/30/1998, and Brasil Telecom Participações S.A.s Vote Agreement, celebrated on 09/16/2003, regarding the matter in the Days Agenda (Docs. 1 and 2).
After all registers were made, the unanimity of the shareholders present approved the alteration in article 34 of the Companys Bylaws, according to the proposal of the Senior management (Doc. 03). The text of the altered article is, as follows: Article 34: The Fiscal Council meets, ordinarily, once every month and, extraordinarily, whenever it is necessary.
The shareholders authorized the Companys management to take all necessary actions to implement and consolidate the Bylaws, in such a manner that it reflects the resolutions of the Days Agenda, regarding the alterations in the Companys Bylaws.
The documents abovementioned have been registered by the board and are hereby filed in the Companys headquarters.
7) Closing:With nothing further to be discussed, the meeting was closed and these Minutes were drafted and, once read were approved by the shareholders present.
Brasília, May 23, 2006.
Filipe Laudo de Camargo | Sabrina Naritomi |
President | Secretary |
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BRASIL TELECOM PARTICIPAÇÕES S.A. |
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By: |
/S/ Charles Laganá Putz
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Name: Charles Laganá Putz
Title: Chief Financial Officer |