Rua Levindo Lopes, 258 - Funcionários
Cep: 30.140-170 - Belo Horizonte (MG) - Brazil
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F:
ý
Form 40-F:
o
(Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1)):
Yes:
o
No:
ý
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):
Yes:
o No:
ý
(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes: o No: ý
TELEMIG CELULAR PARTICIPAÇÕES S.A.
Corporate Taxpayers ID (CNPJ/MF): 02.558.118/0001-65
Company Registry (NIRE): 3130002535-7
PUBLICLY-HELD COMPANY
EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
held on April 3, 2008
Date, time and venue:
On April 3, 2008, at 11.00 a.m., at the headquarters of Telemig Celular Participações S.A. (Telemig Participações or Company), in the City of Belo Horizonte, State of Minas Gerais, at Rua Levindo Lopes, 258, Funcionários.
Call Notice:
The shareholders of Telemig Participações were convened through a Call Notice published in the March 19, 20 and 24, 2008, editions of the newspaper Valor Econômico and in the March 19, 20 and 25, 2008, editions of the Official Gazette of the State of Minas Gerais, pursuant to article 124, paragraph 1, item II, of Law 6,404/76.
Attendance:
Shareholders representing more than 50% (fifty percent) of the Companys voting capital attended the Meeting, as per the signatures in the Shareholders Attendance Book, and Mr. Adriano Salviato Salvi, Legal Officer of the subsidiary Telemig Celular S.A.
Presiding Board:
With the quorum required for the respective installation, pursuant to article 125, caput, of Law 6,404/76, the Extraordinary General Shareholders Meeting of Telemig Participações was called to order by Mr. Adriano Salviato Salvi, as proxy for Mr. André Machado Mastrobuono, the Companys CEO, CFO and Investor Relations Officer (doc. 01), who took the chair and invited Ms. Fabiana Paes Leme dos Reis to be the Secretary of the Meeting.
1
This page is part of the minutes of the Extraordinary General Shareholders Meeting of Telemig Celular Participações S.A.
held on April 3, 2008, at 11.00 a.m.
Agenda:
To acknowledge the renouncement of members of the Board of Directors to and elect their substitutes to complete the statutory term of office.
Resolutions:
The reading of the agenda having been dispensed with, it was resolved, by unanimous vote of the attending shareholders, that the minutes of this Meeting would be drawn up in summary format, pursuant to article 130, paragraph 1, of Law 6,404/76, granting shareholders the right to manifest opinions and/or dissent which will be filed at the Companys headquarters.
Before beginning the resolution on the item of the agenda, the Chairman recorded the receiving of a copy of the Minutes of the Preliminary Meeting of the Signatories of the Shareholders Agreement of Newtel Participações S.A., held on March 31, 2008, at 11.30 a.m. (doc. 02) and the Minutes of the Extraordinary General Shareholders Meeting of Telpart Participações S.A., held on March 31, 2008, at 10.00 a.m. (doc. 03), which contain the vote instructions to be observed by representatives of the shareholder Telpart Participações S.A. for this Meeting.
Subsequently, the chairman opened the discussion on the sole item of the agenda, with the attending shareholders having acknowledged the renouncement of the members of the Companys Board of Directors indicated by Telpart Participações S.A. and elected by majority of vote to complete the statutory term of office (i) Luis Miguel Gilpérez López, Spanish, married, engineer, bearer of Spanish passport AC 738051, and enrolled in the individual roll of taxpayers under no. 059.577.907 -70, domiciled in the City of Madrid, Spain, at Ronda de la Comunicación, Edifício Oeste 3, 28050; (ii) João Pedro Amadeu Baptista, Portuguese, married, engineer, bearer of Portuguese passport G045863 and enrolled in the individual roll of taxpayers under no. 060.154.757 -81, domiciled in the City of Lisbon, Portugal, at Av. Fontes Pereira de Melo, n. 40, 11th floor, 1069-300; (iii) Shakhaf Wine, Brazilian, married, economist, bearer of ID card 07.140.616 -9 IFP/RJ and enrolled in the individual roll of taxpayers under no. 018.755.347 -50, domiciled in the City and State of Rio de Janeiro, at Avenida Ayrton Senna, n. 2.200, Bl. 2, 2nd floor; (iv) Félix Pablo Ivorra Cano, Spanish, married, bearer of foreigners ID card (RNE) V250982-E, and enrolled in the individual roll of taxpayers under no. 055.076.307 -47, domiciled in the City and State of Rio de Janeiro, at Avenida Ayrton Senna, n. 2.200, Bl. 2, 2nd floor; (v) Ignácio Aller Malo, Spanish, married, business administrator, bearer of Spanish passport Q666192, domiciled in the City of Madrid, Spain, at Calle Goya, 24; (vi) Rui Manuel de Medeiros DEsplney Patrício, Brazilian, married, lawyer, bearer of ID card 080.27383 -2 IFP/RJ and enrolled in the individual roll of taxpayers under no. 656.812.078 -20, domiciled in the City and State of Rio de Janeiro, at Ladeira de Nossa Senhora, n. 163; (vii) Luiz Kaufmann, Brazilian, married, engineer, bearer of ID card 7.162.266 SSP/PR and enrolled in the individual roll of taxpayers under no. 036.200.699 -72, domiciled in the City and State of São Paulo, at Rua Funchal 263, 44; and (viii) José Guimarães Monforte, Brazilian, married, economist, bearer of ID card 4.127.063 SSP/SP and enrolled in the individual roll of taxpayers under no. 447.507.658 -72, domiciled in the City and State of São Paulo, at Rua Amauri, n. 255, 3rd floor; and (ix) Antonio Gonçalves de Oliveira, Brazilian, married, sociologist, bearer of ID card 3074227-4 SSP/SP and enrolled in the individual roll of taxpayers under no. 050.148.678 -04, domiciled in the City and State of São Paulo, at Rua Domingos Cordeiro, n. 76; all as sitting members of the Companys Board of Directors. No alternates have been nominated.
2
This page is part of the minutes of the Extraordinary General Shareholders Meeting of Telemig Celular Participações S.A.
held on April 3, 2008, at 11.00 a.m.
Regarding the indication of members for the positions of Chairman and Vice-Chairman of the Board of Directors of Telemig Participações, the shareholders approved, by unanimous vote, the election of Mr. Luis Miguel Gilpérez López as Chairman and João Pedro Amadeu Baptista as Vice-Chairman.
The shareholder Telpart Participações S.A. declared that the members elected for the Companys Board of Directors have declared themselves apt to sign the instrument provided for by article 2 of CVM Instruction 367/02. The curriculum of the elected members of the Board of Directors shall be filed at the Companys headquarters.
Furthermore, the Chairman acknowledged the receiving by the Company of the renouncements presented by the following members of the Companys Fiscal Council elected by the controlling shareholder, as well as their respective alternate members: José Arthur Escodro, Jorge Luiz Gouvêa, Edmilson Gama da Silva, Hiram Bandeira Pagano Filho, Paola Fonseca Rocha and Jalisson Lage Maciel.
Closure:
There being no further business to discuss, the Meeting was brought to a close and these minutes were drawn up, read, approved and signed by all attending shareholders, the Chairman and the Secretary. The shareholders authorized the publication of these Minutes without their signatures, pursuant to article 130, paragraph 2, of Law 6,404/76.
3
This page is part of the minutes of the Extraordinary General Shareholders Meeting of Telemig Celular Participações S.A.
held on April 3, 2008, at 11.00 a.m.
Belo Horizonte/MG, April 3, 2008.
Adriano Salviato Salvi | Fabiana Paes Leme dos Reis | |
Chairman | Secretary |
Attending Shareholders:
Telpart Participações S.A.
(by proxy Victor Gelli Cavalcanti)
THE MASTER TRUST BANK OF JAPAN, LTD. RE
(by proxy Clóvis L. S. Purgato)
VANGUARD FTSE ALL-WORD EX-US INDEX FUND, A SERIES OF
(by proxy Clóvis L. S. Purgato)
STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM
(by proxy Clóvis L. S. Purgato)
NORGES BANK
(by proxy Clóvis L. S. Purgato)
4
This page is part of the minutes of the Extraordinary General Shareholders Meeting of Telemig Celular Participações S.A.
held on April 3, 2008, at 11.00 a.m.
TELEMIG CELULAR PARTICIPAÇÕES S.A. | ||||
By: | /s/ André Mastrobuono | |||
Name: | André Mastrobuono | |||
Title: | CEO, CFO and Head of Investor Relations |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.