Exhibit 3.1
I hereby certify that the exhibit attached hereto is a fair and
accurate English translation of the Articles of Incorporation of Tevecap S.A.
By: /s/ DOUGLAS DURAN
---------------------
DOUGLAS DURAN
Attorney-in-fact
Date: October 1, 1997
TEVECAP S.A.
BY LAWS
CHAPTER I
NAME, DURATION, REGISTERED OFFICE AND OBJECT
1. The sociedade anonima TEVECAP S.A., organized for an undetermined period of
time, shall be governed by the provisions of these Bylaws and the applicable
legal provisions.
2. The Company shall have its registered office located at Rua de Rocio No. 313,
suite 101, in the City of Sao Paulo, State of Sao Paulo, and it may, upon
resolution of the Administration Board, open branches, offices or representation
offices anywhere in the country, the opening of branches abroad being subject to
resolution by the Shareholders' Meeting.
3. The Company object is (i) the production, acquisition, licensing,
distribution, import and export of television programs, of its own or of third
parties; (ii) the rendering of telecommunication services, especially paid TV
services, under any modality, and the other services relating to signal
transmission, reception and distribution systems and television programs; (iii)
advertisement and publicity exploitation; and (iv) participation in the capital
of other companies, especially those in the telecommunication field.
CHAPTER II
COMPANY CAPITAL
4. The Company capital, of three hundred and fourteen million, seven hundred and
six thousand, and seven hundred reais (R$314,706,700.00) is divided into and
represented by one hundred and ninety-six million, seven hundred and twelve
thousand, eight hundred and fifty-three (196,712,853) shares, all of which
ordinary registered shares, without a par value.
5. Any ordinary registered share entitles to one vote in the resolutions of the
Shareholders' Meeting.
6. The ownership of the Company shares is evidenced by the inscription of the
shareholder name in the book "Register of Registered Shares" and the Company
shall only issue share certificates upon request of the shareholders, who shall
be charged for the relevant costs.
7. The share certificates or cautelas, shall be signed by two (02) Directors or
by one (01) Director jointly with one (01) attorney of the Company or by two
(02) attorneys with special powers.
8. The sale, charge or disposal or shares, under any form, the rights to
subscription to shares or securities convertible into shares, are governed by
and subject to the same terms and conditions set forth under the Shareholders'
Agreement entered into as of the date hereof and filed at the Company registered
office (the "Shareholders' Agreement").
CHAPTER III
SHAREHOLDERS' MEETINGS
9. The Shareholders' Meetings are Annual or Extraordinary. The Shareholders'
Annual Meetings shall be held within the four (04) months following the closing
of the fiscal year, and the Shareholders' Extraordinary Meetings shall be held
whenever necessary.
10. The Annual Meetings shall be called by the Administration Board, and
presided over by the shareholder to be appointed then, by the majority votes of
those present to the Meeting, and shall have as its secretary whoever the
President to the Meeting shall appoint.
11. Only the shareholders whose shares are subscribed to in his name, in the
applicable register, up to three (03) days before the date fixed for the
Meeting, may participate and vote in the Shareholders' Meetings.
12. The resolutions of the Shareholders' Meetings, except as to the special
cases provided for by Law, shall be taken by majority vote of those present, the
blank votes not being counted, except as to the following resolutions which
shall comply with the provisions under Article 13 of the Shareholders'
Agreement:
(i) any corporate restructuring, reorganization, merge, consolidation,
splitting, liquidation, winding up, share splitting, division, combination or
consolidation of the Company assets;
(ii) starting of any public offer of shares or any issuance or resale, by the
Company, of any of the Company's securities, including but not limited to,
debentures, subscription bonuses, founders' shares, options for purchase of or
subscription to shares and other similar rights, except in the cases provided
for under the Company Shareholders' Agreement;
(iii) purchase or redemption of the Company shares, except in the cases provided
for under the Company Shareholders' Agreement;
(iv) any modification in the business conducted by the Company;
(v) any amendment to these Bylaws; and
(vi) establishment of any activity or subsidiary in the United States of
America.
CHAPTER IV
MANAGEMENT
13. The Company shall be managed by the Administration Board and by the Board of
Directors. The Shareholders' Meeting shall fix the aggregate compensation of the
Administration Board and the Board of Directors, which shall be distributed
among the Counselors and Directors as determined by the Administration Board at
a meeting.
14. The members of the Administration Board and the Directors shall remain in
their offices until the election and empowerment of their successors.
CHAPTER V
ADMINISTRATION BOARD
15. The Administration Board is composed of eleven (11) regular members and
eleven (11) alternates, all of them shareholders and resident in the country,
elected by the Shareholders' Meeting as provided for under Article 10 of these
Bylaws and Paragraph 11.1 of The Shareholders' Agreement, for a term of two (02)
years, their reelection being permitted.
16. In case of impediment or temporary absence of any regular member of the
Administration Board, he will be replaced by its relevant alternate.
17. In case of a vacancy in the office of any member, regular or alternate, of
the Administration Board, the Shareholders' Meeting shall be immediately called
to elect his substitute.
18. The Administration Board shall meet whenever necessary and at least every
three months, upon call in writing by any of its regular or alternate members,
at least ten (10) business days before the date of the meeting and upon
presentation of the agenda to be discussed. The meetings of the Administration
Board shall be presided over by the Counselor appointed by majority vote of
those present to the meeting.
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19. The meetings of the Administration Board shall be installed only with the
attendance of at least six (6) of its regular members, in person or as
represented by their respective alternates. Irrespective of the formalities
provided for under this and the previous article, a meeting shall be considered
regular upon attendance of all regular Counselors, in person or as represented
by their respective alternates.
20. The resolutions of the Administration Board shall be taken by the favorable
vote of the majority of the Counselors present to the meeting, including but not
limited to, the approval of the annual business plan of the Company and its
subsidiaries, including values and terms relating to their expenses, investment
and new projects. However, the approval of the following matters shall require,
in addition to any other matters contained in the Shareholders' Agreement, the
favorable vote of all regular counselors, in person or as represented by their
respective alternates:
(i) acquisition or subscription, by the Company, to any equity in other
companies (except those acquired or subscribed to non-permanently pursuant to
the usual practices of cash management);
(ii) any acquisitions or sales or disposals, charges, liens or encumbrances on
equity held in other companies and any acquisitions or sales or disposals,
charges or encumbrances on property, equipment, trademarks, patents, licenses
and franchises or other similar assets and rights, except: (a) acquisitions,
sales, disposals, charges or encumbrances in the normal course of the company
business, (b) acquisition not in the normal course of the company business in an
aggregate amount lower than the equivalent in Reais to US$500,000 within one
calendar year, (c) sales not in the normal course of business in an aggregate
amount lower than the equivalent in Reais to US$500,000 within one calendar year
and (d) disposals, charges or encumbrances not in the normal course of the
company business in an aggregate amount lower than the equivalent in Reais to
US$500,000 within one calendar year;
(iii) the entering into any indebtedness by the Company, or guarantees to any
debt of any other individual or legal entity with maturity date before 365 days,
but in an aggregate amount higher than the equivalent in Reais to US$1,000,000,
subject to Paragraph 12.4 of the Shareholders' Agreement;
(iv) the entering into any indebtedness by the Company, or guarantees to any
debt of any individual or legal entity with maturity date as of or after 365
days, except the commercial debts incurred in the normal course of the company
business in one only transaction or series of related transactions, in an
aggregate amount lower than the equivalent in Reais to US$500,000, subject to
the provisions under Paragraph 12.4 of the Shareholders' Agreement;
(v) granting of loans or advancements by the Company (not including loans and
advancements occurring only between the companies and their subsidiaries),
except the loans or advancements to members of the Administration Board,
Directors or employees, in the normal course of the company business;
(vi) issuance by the Company, of non-financial guarantees of any nature
whatsoever, except those non-financial guarantees totaling, individually or
jointly, up to the equivalent in Reais to US$1,000,000; and
(vii) any transactions or agreements or amendments or terminations or waives of
rights, or defaults, pursuant to the existing agreements between the Company, on
one side, and any
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shareholders or its allied companies on the other side, subject to the
provisions under Paragraph 12.1 (vii) of the Shareholders' Agreement.
CHAPTER VI
THE BOARD OF DIRECTORS
21. The Board of Director's shall comprise a minimum of two (2) and a maximum of
5 (five) members, shareholders or not, resident in the country and elected by
the Administration Board for a period of two (2) years, their reelection being
permitted.
22. The Company Directors shall not have a specific designation.
23. In case of a vacancy in the office of a Director, a meeting of the
Administration Board shall be immediately called to elect the substitute, who
shall complete the term of the Director replaced. In case of absence or
temporary impediment of any Director, its functions shall be performed by the
other Directors, as agreed upon by them.
24. The Board of Directors shall manage the company business in general, and
therefor it shall practice any and all acts necessary or advisable, except those
which, pursuant to the Law or these Bylaws or the Shareholders' Agreement, shall
be under the responsibility of the Shareholders' Meeting or the Administration
Board. Their powers and duties include but are not limited to the following:
(i) to watch over for the compliance with the laws, these Bylaws and the
Shareholders Agreement;
(ii) to watch over for the compliance with the resolutions adopted at the
Shareholders' Meetings, the meetings of the Administration Board and its own
meetings;
(iii) to administer, manage and supervise the Company business;
(iv) to issue and approve the instructions and internal regulations which it
shall consider useful or necessary;
(v) to distribute, among its members, the Company management functions;
(vi) to prepare and submit to the Administration Board the financial statements
and the annual and quarterly budgets; and
(vii) to communicate to the Administration Board, as soon as it knows of any
material event of a legal, regulatory, technical or operational nature, which
may affect the Company or its controlled companies.
25. The Company representations in or out of court, actively or passively,
before any third parties, public agencies, either federal, state or local, and
the execution of deeds of any nature, letters of exchange, checks, payment
orders, agreements and generally any other documents or acts implying in any
liability or obligation to the Company or releasing it from any obligations
before third parties, shall fall to and shall be obligatorily practiced:
(i) by any two (2) Directors, jointly;
(ii) by any Director jointly with an attorney; or
(iii) by two (2) attorneys jointly, provided that vested with special and
express powers.
26. The powers of attorney shall be granted on behalf of the Company by any two
(02) Directors jointly, and shall specify the powers granted and, except as to
those with the ad judicia clause, shall be valid for limited periods of no more
than one (01) year.
27. For the purpose of representing the Company in court and before the
governmental bodies, either federal, state or local, or even, of representing
the Company abroad, the powers may be granted for one only attorney.
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28. The acts of any Director, attorney or employee binding the Company in any
business or transactions other than those relating to the Company object, such
as sureties, collateral signatures, endorsements or any guarantees before third
parties, are expressly forbidden, and they shall be null and void as regards the
Company.
29. The Board of Directors shall meet whenever called by any of its members, at
least three (03) days in advance, and it will be installed only upon attendance
of at least two (02) of its members. The Board of Directors meetings shall be
presided over by the Director appointed at the time and the resolutions thereof
shall be taken by the majority votes of those present or unanimously in the
event that only two (02) Directors are present to the meeting. Copies of the
minutes of the Board of Directors meetings shall be obligatorily sent to all
members of the Administration Board.
CHAPTER VII
THE ADVISORY COUNCIL
30. Besides the Administration Board, the Company shall have an Advisory
Council. The Advisory Council shall advise the Shareholders and the
Administration Board as regards the Company activities, in accordance with the
applicable laws, these Bylaws and the Shareholders' Agreement.
31. The Advisory Council shall comprise eleven (11) members who may be resident
in Brazil or not, shareholders or not.
32. The Shareholders shall elect the members of the Advisory Council at the
Shareholders' Meeting, in accordance with the provisions of Paragraph 11.1 of
the Shareholders' Agreement.
33. The term of office of the members of the Advisory Council shall be two (2)
years, and it shall be automatically extended until their successors, as duly
elected, take office. The reelection of the members of the Advisory Council, is
permitted unlimitedly.
34. The Advisory Council shall keep a book of minutes, where its resolutions
shall be registered.
35. Any member of the Advisory Council may have an alternate, who shall be
elected in the same form as the regular Counselor. The alternates shall
substitute for their respective regular counselors in their absence or
inability. In case of a vacancy in the Advisory Council for which office no
alternate has been elected, the Shareholders shall elect a new member within 30
days of the vacancy; and the Shareholder who designated and elected the member
to be replaced shall designate a new member.
36. The Advisory Council shall hold regular meetings at the end of every
three-month period and special meetings whenever called by any two (2) members
of the Advisory Council, but he call notice may be waived upon the consent of
all members of the Advisory Council or such notice shall be considered
automatically waived if all members are present to the meeting.
37. Any member of the Advisory Council may authorize another member, by letter,
facsimile, cable or telex, to represent the former at any meeting of the
Advisory Council, either to form a quorum or to vote. Also, any member may vote
by letter, facsimile, cable or telex, which shall be received at the Company's
registered office at the time fixed for the meeting.
38. The attendance of at least six (6) members, either in person, by proxy or by
vote submitted in writing before the meeting, shall be a valid quorum for the
holding of a meeting of the Advisory Council.
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39. The Advisory Council shall be consulted on any matters as requested by the
Administration Board or the Shareholders. The Administration Board shall not
delegate to the Advisory Council any of its powers to take any decision on
behalf of the Company.
40. The resolutions adopted by the Advisory Council shall require the favorable
vote of at least six (6) of its members.
CHAPTER VIII
THE AUDIT COMMITTEE
41. The Company shall have a non-permanent Audit Committee, composed of three
(03) regular members and the same number of alternates, as elected by the
Shareholders' Meeting which shall resolve on the installation thereof, and shall
fix their fees, subject to the legal restrictions. When operating, the Audit
Committee shall have the functions and powers granted by the law.
CHAPTER IX
THE FISCAL YEAR, BALANCE SHEET AND PROFITS
42. The fiscal year shall start on January 01 and end on December 31 of every
year.
43. At the end of any fiscal year, a balance sheet shall be prepared, subject to
the legal provisions in force. From the net profits earned, five per cent (5%)
can be deducted to form the legal reserve which shall not exceed twenty per cent
(20%) of the Company capital. The balance shall be designed as determined at the
Shareholders' Meeting, provided that the minimum obligatory dividend of
twenty-five per cent (25%) shall have been distributed to the shareholders, as
provided for under article 202 of Law 6404, of December 15, 1976.
44. Upon resolution by the Company Administration Board, interim dividends may
be distributed, to the account of the profit appraised in a semi-annual balance
sheet, or in shorter periods, as well as to the account of accrued profits or
reserves of profits existing in the last annual or semi-annual balance sheet.
The Administration Board is further authorized to distribute dividends, on
account of the minimum obligatory dividend referred to under the previous
article, before the Annual Shareholders' Meeting is held, but ad referendum
thereof.
CHAPTER X
LIQUIDATION
45. In the event that the Company is liquidated, the Shareholders' Meeting shall
determine the form of liquidation and shall appoint the liquidator and the Audit
Committee to operate during the liquidation period.
Sao Paulo, November 30, 1995.
(sgd) Jose Augusto P. Moreira, Secretary.
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TEVECAP S.A.
General Taxpayers Register (CGCMF) No. 57.574.170/0001-05
Commercial Registry No. 35300139623
MINUTES OF THE ANNUAL SHAREHOLDERS MEETING
HELD ON APRIL 30, 1996
PLACE AND TIME: Company registered office, at Rua do Rocio 313, suite 101, in
Sao Paulo, SP, at 05:00 PM.
ATTENDANCE: Shareholders representing the whole company stock capital. Also
present the Company's officers.
BOARD: President: Robert Civita; Secretary: Valter Pasquini.
LEGAL PUBLICATIONS: a) Management Report and Financial Statements, as published
in the Official Gazette of the State of Sao Paulo, on 03/23/96, on pages 25, 26
and 27, and in the newspaper "O Estado de Sao Paulo", on 03/22/96, on pages L8,
L9 and L10; b) Call Notice, waived under paragraph 4, of article 124, of Law
6404/76; c) Publications referred to under article 133 of Law 6404/76, waived
under paragraph 5 of the mentioned law.
RESOLUTIONS: Approved, upon abstention of those legally barred:
1) the Management Report and the Financial Statements for the fiscal year ended
on December 31, 1995;
2) the non-distribution of the dividends for the fiscal year 1995 as the Company
had no profits during the fiscal year, pursuant the documents hereby approved;
3) the monetary adjustment of the paid-in capital, in the amount of fifty-one
million, two hundred and ninety-three thousand, seven hundred and twenty-seven
reais and two centavos (R$51,293,727.02);
4) the capitalization of part of the balance of the account "Provision for
Capital Monetary Adjustment" in the amount of fifty-one million, two hundred and
ninety-four thousand and fifteen reais (R$51,294,015.00), without the issuance
of new shares, thus increasing the company capital, from three hundred and
fourteen million, seven hundred and six thousand and seven hundred reais
(R$314,706,700.00) to three hundred and sixty-six million, seven hundred and
fifteen reais (R$366,000,715.00), with the consequent amendment to Article 4 of
the Bylaws, which shall hereinafter read as follows: "Article 4 - The Company
capital, in the amount of three hundred and sixty-six million, seven hundred and
fifteen reais (R$366,000,715.00) is divided into and represented by one hundred
and ninety-six million, seven hundred and twelve thousand, eight hundred and
fifty-five (196,712,855) common registered shares, without a par value";
5) Election of the members of the Administration Board and their alternates, for
a term of two (02) years, that is, until the 1998 Annual Shareholders' Meeting,
to wit: (a) President: Robert Civita, Brazilian, legally separated, editor,
bearer of the Identity Card (RG) No. 1.666.785 and Individual Taxpayer Register
No. 006.890.178-04, resident and domiciled at Rua Escocia, 153, apt. 11, Sao
Paulo/SP, Alternate: Victor Civita, Brazilian, married, bachelor in political
sciences, bearer of RG No. 6.166.935 and CPF No. 040.666.138-37, resident and
domiciled at Rua Picone, 53, Sao Paulo/SP; (b) Counselor: Jose Augusto Pinto
Moreira, Brazilian, married, economist, bearer of RG No. 2.944.700 and CPF No.
128.701.967-68, resident and domiciled at Alameda Argentina 406 (Alphaville II),
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Barueri/SP, Alternate: Valter Pasquini, Brazilian, married, engineer, bearer of
RG No. 3.643.843 and CPF No. 297.183.928-15, resident and domiciled at Rua Dr.
Jose Carlos de Toledo Piza, 215, Sao Paulo/SP; (c) Counselor: Robert Hefley
Blocker, Brazilian, divorced, business administrator, bearer of RG No.
17.470.959 and CPF No. 007.336.878-49, resident and domiciled at Rua Sao Carlos
do Pinhal, 743, 4th floor, Sao Paulo/SP, Alternate: Fatima Ahmad Ali, Brazilian,
divorced, journalist, bearer of RG No. 3.089.193 and CPF No. 028.881.658/72,
resident and domiciled at Rua Bauru 216, Sao Paulo/SP; (d) Counselor: Giancarlo
Francesco Civita, Brazilian, married, bachelor in Social Communication, bearer
of RG No. 6.167.806 and CPF No. 040.666.108-11, resident and domiciled at Rua
Capitao Antonio Rosa 07, Sao Paulo/SP, Alternate: Isacco Zarmati, Brazilian,
married, civil engineer, bearer of RG No. 3.128.036-5 and of CPF No.
029.932.878-34, resident and domiciled at Rua Albuquerque Lins 915, Sao
Paulo/SP; (e) Counselor: Thomaz Souto Correa Netto, Brazilian, single,
journalist, bearer of RG No. 2.254.403 and CPF No. 008.807.018-20, resident and
domiciled at Rua Aracari 139, apt. 06, Sao Paulo/SP, Alternate: Luiz Gabriel
Cepeda Rico, Brazilian, married, engineer, bearer of RG No. 3.403.698 and CPF
No. 321.649.558-20, resident and domiciled at Rua Chibata Miyakoshi, 300 - Block
B, 10th floor, Sao Paulo/SP; (f) Counselor: Francisco Savio Couto Pinheiro,
Brazilian, married, engineer, bearer of RG No. 3.064.761/RJ and CPF No.
336.882.907-63, resident and domiciled at SHIS - Q 1-27, group 1, house 15,
Brasilia/DF, Alternate: vacant; (g) Counselor: Arnaldo Bonoldi Dutra, Brazilian,
married, lawyer, enrolled with the BBA/SP under No. 59.434 and with CPF under
No. 932.755.608-91, resident and domiciled at Rua Dr. Brasilio Machado, 47, apt.
101, Sao Paulo/SP, Alternate: Marcilio Macedo de Andrade, Brazilian, legally
separated, engineer, bearer of RG No. 6.974.039 and of CPF No. 006.921.798-01,
resident and domiciled at Rua Marechal Bina Machado 382, Sao Paulo/SP; (h)
Counselor - Sergio Vladimirschi Junior, Brazilian, married, businessman, bearer
of RG No. 14.188.274 and CPF No. 128.909.598-13, resident and domiciled at Rua
Guayaquil 114, Sao Paulo/SP, Alternate: Viviane Vladimirschi, Brazilian, single,
of age, psychologist, bearer of RG No. 13.485.275 and CPF No. 063.828.858- 43,
resident and domiciled at Alameda Franca 84, apt. 191, Sao Paulo/SP; (i)
Counselor: Jose Luis de Salles Freire, Brazilian, divorced, lawyer, bearer of RG
No. 3.966.406 and of CPF No. 265.116.658-87, resident and domiciled at Rua 31 de
Marco 53, Sao Paulo/SP, Alternate: Nina Vladimirschi Farina, North-American,
married, publicist, bearer of identity card for foreigners (RNE) No. W562051-G
and CPF No. 213.275.668-69, resident and domiciled at Rua Lelis Vicira 185, Sao
Paulo/SP; (j) Counselor: Jorge Fernando Koury Lopes, Brazilian, married, lawyer,
bearer of RG No. 5.262.528 and CPF No. 588.944.978-87, with office at Alameda
Campinas 1070, Sao Paulo/SP, Alternate: Leonardo Barem Leite, Brazilian,
married, lawyer, bearer of RG No. 13.611.342 and CPF No. 111.367.728-71, with
office at Alameda Campinas 1070, Sao Paulo/SP; (l) Counselor: Oswaldo Leite de
Moraes Filho, Brazilian, married, lawyer, bearer of RG No. 3.596.880 and CPF No.
416.116.918-34, with office at Alameda Campinas 1070, Sao Paulo/SP, Alternate:
Miriam de Lourdes Medeiros e Silva Machado, Brazilian, single, lawyer, bearer of
RG No. 16.540.320 and CPF No. 083.904.508-52, with office at Alameda Campinas
1070, Sao Paulo/SP;
6) Fixation of the members of the Administration Board's compensation for the
present fiscal year, in up to the maximum limit of deductibility permitted by
the income tax legislation, as subject to the aggregate limit and considered the
individual limited multiplied by
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the number of Officers who effectively shall receive a compensation, the same
criterion to be observed by the Administration Board as regards the compensation
of the Members of the Board of Directors, except as to those officers with whom
the waiving of compensation shall be covenanted.
7) Appointment of the members of the Advisory Council and their respective
alternates, such Council being a merely consulting body, the resolutions of
which shall not be binding on the Company and its administrative bodies, to wit:
(a) President: Robert Civita, Brazilian, legally separated, editor, bearer of RG
No. 1.666.785 and CPF No. 006.890.178-04, resident and domiciled at Rua Escocia
253, apt. 11, Sao Paulo/SP, Alternate: Victor Civita, Brazilian, married,
bachelor in political sciences, bearer of RG No. 6.166.935 and CPF No.
040.666.138-37, resident and domiciled at Rua Picone 53, Sao Paulo/SP; (b)
Counselor: Jose Augusto Pinto Moreira, Brazilian, married, economist, bearer of
RG No. 2.944.700 and CPF No. 128.701.967-68, resident and domiciled at Alameda
Argentina 406 (Alphaville II), Barueri/SP, Alternate: Valter Pasquini,
Brazilian, married, engineer, bearer of RG No. 3.643.843 and CPF No.
297.183.928-15, resident and domiciled at Rua Dr. Jose Carlos de Toledo Piza,
215. Sao Paulo/SP; (c) Counselor: Robert Hefley Blocker, Brazilian, divorced,
business administrator, bearer of RG No. 17.470.959 and CPF No. 077.336.878-49,
resident and domiciled at Rua Sao Carlos do Pinhal 743, 4th floor, Sao Paulo/SP,
Alternate: Fatima Ahmad Ali, Brazilian, divorced, journalist, bearer of RG No.
3.089.193 and of CPF No. 028.881.658/72, resident and domiciled at Rua Bauru
216, Sao Paulo/SP; (d) Counselor: Claudio Dascal, Brazilian, married, engineer,
bearer of RG No. 2.620.281 and CPF No. 038.152.508-20, resident and domiciled at
Rua Francisco Isoldi, 315, apt. 82, Sao Paulo/SP, Alternate: Isacco Zarmati,
Brazilian, married, civil engineer, bearer of RG No. 3.128.036-5 and CPF No.
029.932.878-34, resident and domiciled at Rua Albuquerque Lins 915, Sao
Paulo/SP; (e) Counselor: Angelo Silvio Rossi, Brazilian, divorced, editor,
resident and domiciled at Alameda Joaquim Eugenio de Lima, 1647, apt. 18, Sao
Paulo/SP, Alternate: Luiz Gabriel Cepeda Rico, Brazilian, married, engineer,
bearer of RG No. 3.403.698 and CPF No. 321.649.558-20, resident and domiciled at
Rua Chibata Miyakoshi 300, Block B, 10th floor, Sao Paulo/SP; (f) Counselor:
Francisco Savio Couto Pinheiro, Brazilian, married, engineer, bearer of RG No.
3.064.761/RJ and CPF No. 336.882.907-63, resident and domiciled at SHIS - Q
I-27, group 1 - house 15, Brasilia/DF, Alternate: vacant; (g) Counselor: Stephen
Vaccaro, American citizen, divorced, bank employee, resident and domiciled at 1
Chase Manhattan Plaza, 4th floor, Nova York NY, Alternate: Fernando Vianna,
American citizen, married, bank employee, resident and domiciled at 1 Chase
Manhattan Plaza, 4th floor, New York, NY; (h) Counselor: Marc Nathanson,
American citizen, married, businessman, resident and domiciled at 282 South
Mapleton Drive, Los Angeles, California, Alternate: Christopher Derick, American
citizen, married, businessman, resident and domiciled at 10900, Wilshire
Boulevard, Suite 850, CA 90024, Los Angeles, California; (i) Counselor: Tully
Michael Friedman, American citizen, married, businessman, resident and domiciled
at 1 Maritime Plaza, Suite 1200, Sao Francisco, California, Alternate: Joseph M.
Niehaus, American citizen, married, businessman, resident and domiciled at One
Maritime Plaza 1200, CA 94111, San Francisco; (j) Counselor: Raymond E. Joslin,
American citizen, married, businessman, resident and domiciled at 84 Cowdray
Park Drive Conyers Farm, Greenwich, CT 06831, Alternate: Jack T. Healy, American
citizen, married, businessman, resident and domiciled at 414 East 52nd
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Street, apt. 11C, New York, NY; (l) counselor: Herbert A. Granath, American
citizen, married, businessman, resident and domiciled at 244 Long Neck Point
Road, Darien, Alternate: Richard F. Cuningham, American citizen, married,
businessman, resident and domiciled at 45 Maplewood Boulevard, Suffen, NY.
8) Waived the installation of the Advisory Counsel for the current fiscal year.
QUORUM FOR RESOLUTIONS: The resolutions were taken by unanimous vote of those
present to the meeting.
CLOSING: As there were no more matters to be discussed and as nobody else wished
to speak, the present Meeting was closed and the minutes thereof are hereby
signed by all shareholders present to the Meeting. Sao Paulo, April 30, 1996
(sgd) ABRILCAP Comercio e Participacoes Ltda. (represented by its Directors
Robert Civita and Jose Augusto P. Moreira); HARPIA Holdings Limited and CURUPIRA
Holdings Limited (represented by their attorney Marcilio Macedo de Andrade);
FALCON International Communications (Bermuda) L.P. (represented by Jose Luis de
Salles Freire); HEARST/ABC Video Services II and TVA Participacoes Ltda.
(represented by their attorney Jorge Fernando Koury Lopes), Robert Civita; Jose
Augusto Pinto Moreira, Robert Hefley Blocker; Giancarlo Francesco Civita; Thomaz
Souto Correa Netto; Francisco Savio Couto Pinheiro; Victor Civita; Valter
Pasquini; Fatima Ahmad Ali; Isacco Zarmati; Luis Gabriel Cepeda Rico; Arnaldo
Bonoldi Dutra; Marcilio Macedo de Andrade; Sergio Vladimirschi Junior; Jose Luis
de Salles Freire; Viviane Vladimirschi; Nina Vladimirschi Farina; Jorge Fernando
Koury Lopes; Oswaldo Leite de Moraes Filho; Leonardo Barem Leite; Miriam Lourdes
Medeiros e Silva Machado.
- 4 -
(sgd) Valter Pasquini, Secretary
Lawyer,
(sgd) Silvia C.L. Bernardes
BBA/SP No. 74,256
Follows a stamp of the Commercial Registry of the State of Sao Paulo
(JECESP), reading as follows: "I certify the registration under No.
81,129/96-8. (sgd) antonio Carlos Guido, Secretary General".
IN WITNESS WHEREOF, I have set hereunto my hand and seal.
- 5 -
TEVECAP S.A.
General Taxpayers Register (CGCMF) No. 57.574.170/0001-05
Commercial Registry No. 35300139623
MINUTES OF THE ADMINISTRATION BOARD MEETING
HELD ON APRIL 30, 1996
PLACE AND TIME: Company registered office, at Rua do Rocio 313, suite 101, in
Sao Paulo, SP, at 05:30 PM.
ATTENDANCE: All members of the Administration Board.
BOARD: President: Robert Civita; Secretary: Jose Augusto P. Moreira.
AGENDA: Election of Director
RESOLUTIONS: (unanimously approved): Election of Mr. Sergio Vladimirschi Junior,
identified hereinbelow, for the position of Director of the Company. As a result
of the above- mentioned election, the Board of Directors, to be in office until
the election and empowerment of the members of the Administration Board, at the
1998 Annual Shareholders' Meeting, shall hereinafter be as follows: Directors:
Jose Augusto Pinto Moreira, Brazilian, married, economist, bearer of Identity
Card (RG) No. 2.944.700 and of the Individaul Taxpayer Registry (CPF) No.
128.701.967-68, resident and domiciled at Alameda Argentina 406 (Alphaville II),
Barueri /SP, Angelo Silvio Rossi, Brazilian, divorced, editor, bearer of RG No.
3.253.153 and CPF No. 169.959.538-00, resident and domiciled at Alameda Joaquim
Eugenio de Lima 1647, apt. 18, Sao Paulo/SP; Claudio Cesar D'Emilio, Brazilian,
married, business administrator, bearer of RG No. 4.493.895 and CPF No.
273.258.818-00, resident and domiciled at Rua Sicano 110, Sao Paulo/SP and
Sergio Vladimirschi Junior, Brazilian, married, businessman, bearer of RG No.
14.188.274 and CPF No. 128.909.598-13 resident and domiciled at Rua Guayaquil
114, Sao Paulo/SP.
CLOSING: As there were no more issues to be discussed and as no one else wished
to speak, the meeting was closed, and the minutes thereof are hereby signed by
all Counselors present to the meeting. Sao Paulo, April 30, 1996 (sgd) Robert
Civita, Jose Augusto P. Moreira, Robert Hefley Blocker, Giancarlo Francesco
Civita, Thomaz Souto Correa Netto, Francisco Savio Couto Pinheiro, Arnaldo
Bonoldi Dutra, Sergio Vladimirschi Junior, Jose Luis de Sales Freire, Jorge
Fernando Koury Lopes, Oswaldo Leite de Moraes Filho.
It compares to the original
(sgd) Robert Civita, President
Lawyer:
(sgd) Silvia C.L. Bernardes
BBA/SP No. 74.256
Follows a stamp of the Commercial Registry of the State of Sao Paulo(JECESP),
reading as follows: "I certify the registration under No. 81.130/96-0. (sgd)
Antonio Carlos Guido, Secretary General".