Summary of the Minutes of the Extraordinary Meeting of the Board of Directors of Telesp Celular Participacoes S/A Held on Sept. 6, 2002.Business Editors & High-Tech Writers SAO Sa´o n. 1. (Zool.) Any marine annelid of the genus Hyalinæcia, especially H. tubicola of Europe, which inhabits a transparent movable tube resembling a quill in color and texture. PAULO, Brazil--(BUSINESS WIRE)--Sept. 6, 2002 Attendance: Miguel Antonio Igrejas Horta e Costa; Iriarte Jose Araujo Esteves; Carlos Manuel Carlos Manuel Correia dos Santos (born Moita, 15 January 1958), commonly known just by Carlos Manuel (pron. IPA: ['kaɾluʃ mɐnu'ɛɫ] de Lucena e Vasconcellos Cruz; Zeinal Abedin Mohamed Bava; Paulo Jorge Paulo Jorge may refer to:
 s), city (1996 pop. 412,288), São Paulo state, SE Brazil, on the island of São Vicente in the Atlantic just off the mainland. ; Jose Pedro Faria Pereira da Costa; Maria Paula de Almeida Martins Canais; Rui Manuel de Medeiros D'Espiney Patricio; Paulo Jose Soares; Antonio Goncalves de Oliveira. On Sept. 6, 2002, at 4:00 p.m., at the Company's principal place of business, in the City of Sao Paulo, State of Sao Paulo, at Rua Abilio Soares, 409, the members of the Board of Directors of Telesp Celular Participacoes S/A S/A System Administrator S/A Service/Agency S/A Special Agent S/A Spectrum Analyzer S/A Situational Awareness S/A Selective Availability (GPS satellite mode) S/A Services/Agencies S/A Sub-Assembly met in a Extraordinary Meeting to resolve on the following Agenda: Ratification of an increase in the Company's capital stock, within the limits of its authorized capital authorized capital n (COMM) → capital m autorizado or social authorized capital n (Comm) → capital social , by means of the issuance, for private subscription, of new common shares and new preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. , including preferred shares underlying American Depositary Shares American Depositary Share (ADS) Foreign stock issued in the US and registered in the ADR system. , in connection with the rights offering to the Company's existing shareholders that was authorized at an Extraordinary Meeting of the Board of Directors and the Audit Committee on June 28, 2002. RESOLUTIONS TAKEN: The Chairman opened the meeting and presented the results of the pre-emptive rights Pre-Emptive Right The right of a company's existing common shareholders to have the first chance to purchase shares in a company's future stock issue. Notes: Also known as "pre-emption rights". See also: Common Stock, No-Par-Value Stock, Stock offering to holders of the Company's common shares, preferred shares and American Depositary Shares that was authorized at an Extraordinary Meeting of the Board of Directors and the Audit Committee on June 28, 2002. The rights offering was fully subscribed Fully Subscribed A situation in which an underwriting firm has successfully sold to investors all of its available issues of a public offering of securities. When the issue is fully subscribed, the underwriter's risk of being undersubscribed (being unable to sell its allotment of , in the amount of seven hundred and thirteen billion four hundred and sixteen million five hundred and eighty thousand and sixty (713,416,580,060) new shares, consisting of two hundred and forty-nine billion two hundred and forty-four million eight hundred and sixty-eight thousand and two hundred and fifty-nine (249,244,868,259) new common shares and four hundred and sixty-four billion one hundred and seventy-one million seven hundred and eleven thousand and eight hundred and one (464,171,711,801) new preferred shares, and fully paid. As a result of the offering of seven billion nine hundred and seventy-eight million six hundred and forty-four thousand and nine hundred and eighty-two (7,978,644,982) preferred shares in a public auction at the Sao Paulo Stock Exchange Sao Paulo Stock Exchange See: Bolsa de Valores de Sao Paulo on Sept. 2, 2002, at an average price of R$ 3.9207 per one thousand shares, the proceeds of the rights offering increased by three million, three hundred and fifty-six thousand, seven hundred and twenty-two reais and ninety-nine centavos (R$ 3,356,722.99) to a total of two billion, five hundred million, three hundred and fourteen thousand, seven hundred and fifty-three reais and twenty centavos (R$ 2,500,314,753.20). Thereafter, the increase in the Company's capital stock from one billion eight hundred and seventy-three million three hundred and forty-six thousand seven hundred and sixteen reais and fifty-three centavos (R$ 1,873,346,716.53) to four billion three hundred and seventy-three million six hundred and sixty-one thousand four hundred and sixty-nine reais and seventy-three centavos (R$ 4,373,661,469.73), which is an overall increase of two billion five hundred million three hundred and fourteen thousand seven hundred and fifty-three reais and twenty centavos (R$ 2,500,314,753.20), upon issuance of seven hundred and thirteen billion four hundred and sixteen million five hundred and eighty thousand and sixty (713,416,580,060) new shares, consisting of two hundred and forty-nine billion two hundred and forty-four million eight hundred and sixty-eight thousand two hundred and fifty-nine (249,244,868,259) new common shares and four hundred and sixty-four billion one hundred and seventy-one million seven hundred and eleven thousand and eight hundred and one (464,171,711,801) new preferred shares, which are in all respects identical to existing common and preferred shares of the Company, was ratified by unanimous vote. There being nothing further to be discussed, I, the Secretary, drew up these minutes, which were then read, checked and signed by the members of the Board of Directors. Sao Paulo, Sept. 6, 2002. Miguel Antonio Igrejas Horta e Costa Chairman; Iriarte Jose Araujo Esteves Vice Chairman; Carlos Manuel de Lucena e Vasconcellos Cruz Vice Chairman; Zeinal Abedin Mohamed Bava Board member; Paulo Jorge da Costa Goncalves Fernandes Board member; Francisco Jose de Azevedo Padinha Board member; Gilson Rondinelli Filho; Board member; Eduardo Perestrelo Correia de Matos Board member; Luis Manuel Pego Todo Bom Board member; Norberto Veiga de Sousa Fernandes Board member; Estanislau Jose Mata Costa Board member; Guilherme Silverio Portela Santos Board member; Jose Pedro Faria Pereira da Costa Board member; Maria Paula de Almeida Martins Canais Board member; Rui Manuel de Medeiros D'Espiney Patricio Board member; Paulo Jose Soares Board member; Antonio Goncalves de Oliveira Board member. Luis Fernando Amadeo de Almeida Secretary. The present is an examined copy of the minutes of the extraordinary general shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. of Telesp Celular Participacoes S/A, held on Sept. 6, 2002, and entered in the minutes of the shareholders' meeting book. |
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