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VIVO PARTICIPAÇÕES S.A. CNPJ/MF n°  02.558.074/0001-73  -  NIRE 35.3.001.587.9-2 Publicly-held Company MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS, HELD ON NOVEMBER 11, 2009.

1. DATE, TIME AND PLACE: November 11, 2009, at 10:00 a.m., at Av. Roque Petroni Junior, 1464, 6º andar, lado B, Board of Directors’ Meeting Room, Morumbi, São Paulo/SP.

2. CHAIRMANSHIP OF THE MEETING: Luis Miguel Gilpérez López – Chairman, and Breno Rodrigo Pacheco de Oliveira - Secretary.

3. CALLING: Waived, due to the attendance of all the Directors

4. INSTATEMENT: The meeting was instated with the attendance of the undersigned Directors, who represent a quorum pursuant to the Company’s Bylaws.

5. AGENDA AND RESOLUTION:

5.1. analyze and pass a resolution on the change of the corporate object of the Company: the Directors became aware of the Executive Committee’s proposal for change of the corporate object of the Company in order to include therein the exploitation of telecommunication services, in conformity with the concessions, authorizations and permits granted to the Company, as transcribed below, due to the need of including in the corporate object the activities that shall be carried out by the Company after the merger of Telemig Celular S.A. (“TC”), for purposes of obtaining the necessary regulatory approval, as disclosed in the Relevant Fact dated October 08, 2009. Therefore, by unanimous vote, the directors decided to submit the matter of amendment to article 2 of the Company’s Bylaws to the special shareholders’ meeting for approval, which article shall hereinafter read as follows:

(...)

Article 2. The corporate object of the Company shall be as follows:

I.	exercising control over companies engaged in the exploitation of mobile cellular telephone service, mobile personal service and other kinds of telecommunication services in general, in conformity with the concessions, authorizations and permits granted thereto;
II.	exploitation of services and activities necessary or useful for the performance of these services, in conformity with the concessions, authorizations and permits granted thereto, including: a) project, performance, implementation, marketing, operation, maintenance and exploitation of cellular mobile telephone services, other telecommunication services and related services; b) rendering of telecommunication engineering services; and c) import, export and marketing of goods, equipment, handsets and accessories related to cellular mobile telephony and to other telecommunication and related services;
III.	carrying out, by means of subsidiary or affiliated companies, the expansion and implementation of telecommunication services, in the respective areas of the concessions, authorizations and permits granted thereto;
IV.	promoting, procuring or instructing raising of domestic and foreign funds to be used by the Company or its subsidiaries;
V.	promoting and stimulating study and research activities with a view to develop the telecommunications industry;
VI.	performing, by means of subsidiary or affiliated companies, specialized technical services related to the telecommunications industry;
VII.	promoting, stimulating, carrying out and coordinating, by means of its subsidiary or affiliated companies, the formation and training of the necessary staff for the telecommunications industry ;
VIII.	carrying out or promoting imports of goods and services for its subsidiary and affiliated companies;
IX.	exercising other activities similar or related to its corporate object;
X. XI.	holding interest in the capital stock of other companies; and marketing equipment and materials as may be necessary or useful for the exploitation of telecommunication services.

(...)

5.2.      authorize the calling of a special shareholders’ meeting in order to submit the above referred amendment, as well as the restatement of the Company’s Bylaws, for their approval.

The drawing-up of these minutes in summary form was approved in conformity with the terms of art. 130, §1 of Law no. 6404/76. Since there was no other business to be transacted, the meeting was adjourned for time necessary for drawing-up these minutes, and upon being reopened these minutes were read, approved and signed by the Directors and by the Secretary, and following transcribed in the proper book.

Signatures: Luis Miguel Gilpérez López - Chairman of the Board of Directors; Shakhaf Wine - Vice-Chairman of the Board of Directors; Luis Miguel da Fonseca Pacheco de Melo (represented by Shakhaf Wine); Rui Manuel de M. D’Espiney Patrício; Félix Pablo Ivorra Cano; Ignácio Aller Mallo (represented by Felix Pablo Ivorra Cano); Carlos Manuel Mendes Fidalgo Moreira da Cruz (represented by Shakhaf Wine); José Guimarães Monforte; Antonio Gonçalves de Oliveira – Directors, and Breno Rodrigo Pacheco de Oliveira – Secretary.

This certificate is a faithful copy of the minutes of the special meeting of the Board of Directors, held on November 11, 2009, drawn-up in the proper book.

 

Breno Rodrigo Pacheco de Oliveira
Secretary - OAB/RS nº 45.479