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Investor Relations | |
(55 61) 415-1140 | |
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Media Relations | |
(1 212) 983-1702 | |
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BRASIL TELECOM S.A.
Publicly Traded Company
Corporate Taxpayer Registration: 76.535.764/0001 -43
Board of Trade: 53 3 0000622 9
Extract of the Minutes of the Board of Directors Meeting,
Held on February 27, 2007
On the 27th of February, 2007, at 10:15 a.m., in Brasil Telecom S.A.s (BT or Company) headquarters, at SIA SUL ASP, Lote D, Bloco B in the city of Brasília, Federal District, Sergio Spinelli Silva Junior, Pedro Paulo Elejalde de Campos, Elemér André Suranyi, Antonio Cardoso dos Santos, Ricardo Ferraz Torres and Kevin Michael Altit, Board of Directors members, deliberated, unanimously, about the following matters: The summoning of BTs Ordinary and Extraordinary General Shareholders Meeting, to be held on April 10, 2007, at 12:00 p.m., to deliberate on the following matters: Ordinary General Shareholders Meeting: (i) Take the Managers Accounts, examine, discuss and vote the Financial Statements and the Management Report, related to the fiscal year ended on December 31, 2006; (ii) Make a resolution on the Destination of the Companys Results and the Distribution of Dividends; and (iii) Elect the effective and alternate members of the Fiscal Council, setting the individual compensation of its members. Extraordinary General Shareholders Meeting: (i) Set the global amount for the compensation of the Companys management; (ii) Make a resolution regarding the review of the Companys By-Laws, according to the Senior Managements Proposal, as well as to authorize its consolidation; (iii) To make a resolution, in compliance with art. 227 of Law 6,404/76, of the following matters: (1) to examine and approve the Protocol and Incorporation Justification of our controlled company, MTH Ventures do Brasil Ltda. (MTH) by BT; (2) Acknowledge and ratify the appointment, made by the Companys Management, of the specialized company responsible for the production of the evaluation report of MTHs assets, to be enclosed by the Company; (3) Examine and approve the evaluation report produced; and (4) Approve the incorporation of MTH by the Company, according to the terms of the Protocol and Incorporation Justification as referred to in item (1) above. Regarding the statutory directors bonus, referring to the fiscal year ended December 31, 2006; Regarding the Companys Audit Plan and its organizational structure. Brasil Telecoms Board of Directors also approved: the revision of BTs By-laws, according to the Managements Proposal; the Management Report, Managements Accounts and the Financial Statements associated to the fiscal year ended on December 31, 2006; and the proposal for the global amount for the compensation of the Companys management, to be submitted to the General Shareholders Meeting. Regarding the revision of the By-laws, Board member Antonio Cardoso dos Santos, did not vote. I hereby certify that the deliberations abovementioned were extracted from the Minutes of the Board of Directors Meeting, contained in the Companys Book of Minutes of the Board of Directors Meetings.
Brasília, February 28, 2007.
Darwin Corrêa
Secretary
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BRASIL TELECOM S.A.
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By: |
/S/ Charles Laganá Putz
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Name: Charles Laganá Putz
Title: Chief Financial Officer |
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.