Pursuant to Rule 13a-16 or 15d-16 of the
04719-002 - São Paulo-SP
Federative Republic of Brazil
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____ If "Yes" is marked, indicate below the file number assigned to the Registrant
in connection with Rule 12g3-2(b):82-___
NET SERVIÇOS DE COMUNICAÇÃO S.A.
Corporate Taxpayer ID (CNPJ/MF): 00.108.786/0001-65
Company Registry (NIRE): 35.300.177.240
PUBLICLY-HELD COMPANY
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
DATE, TIME AND VENUE:On March 19, 2012, at 10 a.m., at the Company’s headquarters located at Rua Verbo Divino, 1356, 1º andar, Chácara Santo Antônio, in the city and state of São Paulo.
ATTENDANCE:The Board Members representing necessary quorum, as per signatures herein below, and the Company's Officers (José Félix - Chief Executive and Investor Relations Officer, and Roberto Catalão Cardoso - Chief Financial Officer and Secretary of the Presiding Board) attended the meeting.
PRESIDING BOARD:Jorge Luiz de Barros Nóbrega – Chairman and Roberto Catalão Cardoso – Secretary.
AGENDA: 1. To define and indicate to the Shareholders’ Meeting the three-name list of specialized companies for the preparation of the Company’s share valuation report, for public tender offer purposes; 2. To acknowledge and recommend to the Shareholders’ Meeting the proposal for the amendment to the Company’s Bylaws with a view to reflecting the changes in Level 2 Corporate Governance Listing Rules of BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange;
3. To acknowledge the resignation of members of the Board of Directors and Fiscal Council; and 4. To call the Shareholders' Meeting to resolve on: (a) the amendment and restatement of the Company’s Bylaws, with a view to reflecting the changes in BM&FBOVESPA’s Level 2 Corporate Governance Listing Rules; (b) the election of new members to the Board of Directors and the Fiscal Council, in replacement of those members who resigned from their terms of office; (c) the selection of a specialized company responsible for preparing the Company valuation report, for public tender offer purposes;(d) discontinuance of the Level 2 Special Corporate Governance Practices by the Company;and (e) Company’s deregistering as a publicly-held company.
RESOLUTIONS:
1. The Board Members defined the three-name list of companies specialized in valuation, to be submitted to the Shareholders’ Meeting, which shall be responsible for preparing the Company valuation report, due to the unified public tender offer for theacquisition of all shares issued by the Company, to be conducted by Embratel Participações S.A., as disclosed in the Material Fact dated March 6, 2012, (“United PTO”), and indicated the following specialized companies, in accordance with the Company’s Bylaws and in compliance with item 10.1.1 of BM&FBOVESPA’s Corporate Governance Level 2 Listing Rules: (i) Banco Santander (Brasil) S.A.; (ii) Banco BTG Pactual S.A. and (iii) HSBC Bank Brasil S.A.
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
OF NET SERVIÇOS DE COMUNICAÇÃO S.A. HELD ON MARCH 19, 2012
2. The Board Members acknowledged the proposal for the amendment to the Company’s Bylaws with a view to reflecting the changes in BM&FBOVESPA’s Corporate Governance Level 2 Listing Rules, in accordance with draft attached to these Minutes, a copy of which must be initialed by the Secretary, and recommended its approval by the Shareholder’s Meeting to be called for this purpose.
3. The Board Members acknowledged: (a) the resignations of the following members of the Company’s Board of Directors: sitting members -JUAREZ DE QUEIROZ CAMPOS JÚNIOR,AUGUSTO CESAR ROXO DE URZEDO ROCHA FILHO, GABRIELA SALOMÃO VAZ MOREIRA, SERGIO LOURENÇO MARQUESand LUIZA MARINHO RABELO; deputy members - GUILHERME DE SAMPAIO FERRAZ FILHO, EDUARDO SERFATY GABBAY, JOSÉ CARLOS BENJÓ,JOSÉ FERREIRA MONTEIROand PAULO DAUDT MARINHO; and (b) the resignation ofCHARLES BARNSLEY HOLLAND,member of the Company’s Fiscal Council. The Chairman took the opportunity to thank them for their services to the Company.
4. The Board Members decided to call an Extraordinary Shareholders’ Meeting to resolve on: (a) the amendment and restatement of the Company’s Bylaws, with a view to reflecting the changes in BM&FBOVESPA’s Corporate Governance Level 2 Listing Rules; (b) the election of new members to the Board of Directors and the Fiscal Council, in replacement of those members who resigned from their terms of office;
(c) the selection of a specialized company responsible for preparing the Company valuation report, for Unified PTO purposes; (d) the discontinuance of the Level 2 Special Corporate Governance Practices, subject to the realization of Unified PTO; and (e) the Company’s deregistering as a publicly-held company, subject to the result of the Unified PO.
CLOSURE:There being no further business to address, the meeting was adjourned and these minutes were drawn up, read, approved and signed by all attending members and also by the Secretary.
SIGNATURES:
Chairman: Jorge Luiz de Barros Nóbrega
Secretary: Roberto Catalão Cardoso
Rossana Fontenele Berto
Sérgio Lourenço Marques
José Formoso Martinez
Carlos Henrique Moreira
Isaac Berensztejn
Mauro Szwarcwald
Luiz Tito Cerasoli
SIGNATURE
| NET SERVIÇOS DE COMUNICAÇÃO S.A. | ||
| By: | /S/ José Antonio Guaraldi Félix | |
José Antonio Guaraldi Félix CEO | ||
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