---

     

---

   

---

VIVO PARTICIPAÇÕES S.A. CNPJ/MF nº  02.558.074/0001-73  -  NIRE 35.3.001.587.9-2

On February 18, 2011, at 09:00 a.m., on Avenida Roque Petroni Junior, nº 1464, 6º andar, lado B, Presidential Meetings room, Morumbi, São Paulo – SP, a meeting of the members of the Statutory Audit Council of VIVO PARTICIPAÇÕES S.A. was held, with the attendance of Cristiane Barretto Sales – Executive Vice-President of Finance, Planning and Control and Investor Relations; Giuliano Augusto de Melo – Accounting Manager, and Messrs. Drayton Teixeira Melo, Cassio Oliveira Barbosa and Bruno Galvão, representatives of the Independent Auditor (Ernst & Young Terco Auditores Independentes). In fulfillment of the Agenda, resolutions were passed with respect to the following matters:

1. to examine and discuss the financial statements, accompanied with the drafts of the independent auditors’ opinion and Management’s annual report, for fiscal year ended on 12/31/2010: the members of the Statutory Audit Committee, after examination and discussion, unanimously approved, without proviso, the Management accounts, including the Management’s Report, the Financial Statements and Explanatory Notes, accompanied with the Opinions issued by the Independent  Auditors and by the Statutory Audit Council, which were sent to the Board of Directors;

2. to examine the capital budget proposal for fiscal year 2011: the members of the Statutory Audit Council, after examination and discussion, unanimously approved, without proviso, the Company’s Capital Budget (comprising the subsidiary’s and the Company’s budget) for Fiscal Year 2011, which budget was adopted as a minimum and reference value, and may be timely reviewed along the year, to the extent of the Company’s needs, which was sent to the Board of Directors;

3. to examine the proposal for allocation of the profit for fiscal year ended on 12/31/2010: the members of the Statutory Audit Council, after examination and discussion, unanimously approved, without proviso, the proposal for allocation of the profit for fiscal year 2010.

4. Other matters: none.

Since there was no other business to be transacted, the meeting was closed, and these minutes were drawn-up, having been read, approved and signed by the Members of the Statutory Audit Council and by the Secretary, and following transcribed in the proper book.

5. DATE AND SIGNATURES: São Paulo, February 18, 2011. Paula Bragança França Mansur – President of the Statutory Audit Council; Peter Edward MR Wilson and Juarez Rosa da Silva – Members of the Statutory Audit Council, and Michelle Morkoski Landy - Secretary.

I hereby certify that this is a faithful copy of the minutes of the regular meeting of the Statutory Audit Council, held on February 18, 2011, as drawn-up in the proper book.

 

Michelle Morkoski Landy
Secretary - OAB/SP nº 178.637

 

STATUTORY AUDIT COUNCIL’S OPINION

The members of the Statutory Audit Council of Vivo Participações S.A., in the exercise of their legal duties and responsibilities, as set forth in article 163 of the Corporations Act, have examined the financial statements, accompanied with the independent auditors’ opinion and the Management’s annual report for the fiscal year ended on December 31, 2010 (“2010 Annual Financial Statements”) and, considering the information provided by the Company’s Management and by Ernst & Young Terco Auditores Independentes S.S., as well as the proposal for allocation of the profit for Fiscal Year 2010 and the Capital Budget Proposal for the fiscal year to end at December 31, 2011, hereby express their unanimous opinion to the effect that the above referred documents fairly reflect, in all material aspects, the equity and financial position of the Company and of its subsidiary, and recommend their approval by the Board of Directors of the Company and their submission to the General Shareholders’ Meeting, under the terms of the Corporations Act.

 

São Paulo, February 18, 2011.

 

Paula Bragança França Mansur
President, Statutory Audit Council

 

Peter Edward MR Wilson
Member, Statutory Audit Council

 

Juarez Rosa da Silva
Member, Statutory Audit Council