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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 OCTOBER 02, 2009.

 

1. DATE, TIME AND PLACE: October 02, 2009, at 12:00 p.m., on 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. INSTATEMENT: the meeting was instated with the attendance of the undersigned Directors, who represented a quorum under the terms of the Bylaws.

4. AGENDA AND RESOLUTION:

4.1. Appointment of the Chairman and of the Vice-Chairman of the Board of Directors: the Directors, by unanimous vote, resolved to appoint Mr. Luis Miguel Gilpérez López as Chairman of the Board of Directors, and Mr. Shakhaf Wine as Vice-Chairman of the Board of Directors;

4.2. Election of the members of the Executive Committee: the Directors, by unanimous vote, approved the election for Chief Executive Officer, of Mr. Roberto Oliveira de Lima, Brazilian, married, business manager, bearer of identity card RG nº 4.455.053-4, SSP/SP and enrolled with the Individual Taxpayers Registry of the Finance Department (CPF/MF) under no. 860.196.518-00, resident and domiciled in the Capital of São Paulo State, with business address at Av. Roque Petroni Junior, 1464, 6º andar, lado A, Morumbi, São Paulo – SP, CEP 04707-000, for Executive Vice-President of Marketing and Innovation, Mr. Hugo Mattos Janeba, Brazilian, married, industrial designer, bearer of identity card RG nº 13.900.208-X SSP/SP and enrolled with the Individual Taxpayers Registry of the Finance Department (CPF/MF) under no. 116.004.018-48, resident and domiciled in the Capital of São Paulo State, with business address at Av. Roque Petroni Junior, 1464, 6º andar, lado A, Morumbi, São Paulo – SP, CEP 04707-000, for Executive Vice-President of Operations, Mr. Paulo Cesar Pereira Teixeira, Brazilian, married, engineer, bearer of identity card RG nº 301.540.175-9, SSP/RS and enrolled with the Individual Taxpayers Registry of the Finance Department (CPF/MF) under no. 284.875.750-72, resident and domiciled in the Capital of São Paulo State, with business address at Av. Roque Petroni Junior, 1464, 6º andar, lado A, Morumbi, São Paulo – SP, CEP 04707-000, for Vice-President of Compliance, Mr. Ercio Alberto Zilli, Brazilian, married, electrical engineer, bearer of identity card RG nº 326.379 – SSP/DF and enrolled with the Individual Taxpayers Registry of the Finance Department (CPF/MF) under no. 057.437.451-53, with business address at Av. Roque Petroni Junior, 1464, 6º andar, lado A, Morumbi, São Paulo – SP, CEP 04707-000, and for Vice-President of Networks, Mr. Javier Rodríguez García, Spanish, married, bearer of RNE V283375-2 and enrolled with the Individual Taxpayers Registry of the Finance Department (CPF/MF) under no. 055.017.127-41, resident and domiciled in the Capital of São Paulo State, with business address at Av. Roque Petroni Junior, 1464, 6º andar, lado A, Morumbi, São Paulo – SP, CEP 04707-000. It is hereby agreed that the term of office of the Directors and Executive Officers now elected shall expire at the meeting of the Board of Directors to be held by the 2012 General Shareholders Meeting, and that they declare not to have been convicted for any of the crimes provided for in the Law which might prevent them from exercising business activities. All the acts already performed by the Directors and Executive Officers now elected and by the proxies appointed by them are hereby ratified.

In view of the resolution made above, the Executive Committee of the Company shall be made up of the following members:

Roberto Oliveira de Lima – Chief Executive Officer;
Cristiane Barretto Sales – Executive Vice-President of Finance, Planning and Control, also exercising the duties of Investor Relations Officer;
Hugo Mattos Janeba – Executive Vice-President of Marketing and Innovation;
Paulo Cesar Pereira Teixeira – Executive Vice-President of Operations;
Ercio Alberto Zilli – Vice-President of Compliance; and
Javier Rodríguez García – Vice-President of Networks.

Since there was nothing else to be discussed, the meeting was closed, these minutes were drawn-up, 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; 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 October 02, 2009, which were drawn-up in the proper book.

 

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