(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
Companys Registrar (NIRE) # 53.300.00577 -0
Publicly Held Company
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
held on February 22, 2006
Date, Time and Venue:
On the twenty-second (22) of February, 2006, at 5:00 p.m., in the headquarters of Telemig Celular Participações S.A. (Telemig or Company) at SCN, Quadra 04, Bloco B, No. 100 Centro Empresarial VARIG Torre Oeste Parte A 7º Andar sala 702, in Brasilia, DF.
Call Notice:
The meeting was duly called as per Call Notice published as required under the terms of article 123, sole paragraph, letter c, of Law # 6,404/76, in the newspapers Diário Oficial do Distrito Federal and Valor Econômico in their editions of 20, 23 and 24 of January, 2006, which are filed in the Companys headquarters.
Second Re-Ratification Notice of the Call Notice published as required under the terms of article 123, sole paragraph, letter c, of Law # 6,404/76, in the newspapers Diário Oficial do Distrito Federal in the editions of 25, 26 and 30 of January, 2006 and Valor Econômico, in the editions of 25, 26, 27, 28 and 29 of January, 2006, which are filed in the Companys headquarters.
Attendance:
Shareholders representing more than 61% (sixty-one per cent) of Telemig voting capital stock, as evidenced by signatures in the Shareholders Attendance Book.
Presiding Board:
After the meeting was called to order by the Chief Executive Officer, Mr. Aloysio José Mendes Galvão, shareholders representing most of the voting capital stock elected Mr. Sergio Ros Brasil to be the Chairman, and he invited Mr. Guilherme Pacheco de Britto to serve as a Secretary.
Agenda:
(1) | Destitution of Board of Directors members , and election of new members; and |
(2) | Election of Chairman and Vice Chairman of the Board of Directors ; |
Resolutions:
The Chairman of the Meeting proposed that the Minutes of this Ordinary and Extraordinary General Meeting be drawn in summary form according to the provisions of Article 130, Paragraph One, of Law # 6,404/76, allowing opinions and counterparts to be presented, which was unanimously approved by the attending shareholders.
Subsequently, Telpart read the notice subscribed by its shareholder TPSA do Brasil Ltda., which is filed in the Companys headquarters, and in which it is claimed that the vote of Telparts representatives would be impaired, once Telparts Bylaws establishes that it is incumbent upon the General Meetings to instruct the vote of its representatives in its subsidiaries General Meetings and deliberate on the choice of its managers, which did not happen in this case. As a consequence, it was demanded that Telparts representatives take all the necessary measures to suspend the current meeting, or remove all the items from the agenda.
In light of this, Telpart, responding to the notice received, proposed that the current meeting be adjourned until March 20, 2006, at 5:00 pm, the minimum deadline for Telpart to hold a General Meeting, to instruct the vote of their representatives to be announced in the next General Meeting.
Telparts proposal was unanimously approved, with the abstention of the following shareholders: Vanguard Emerging Mkts Stock Index Fund, Vanguard Emerg. Mkts Stock Index Fd, Capital Intern. Emerg.Market, Emerging Markets Growth Fund, Capital Internat. Emerg. Market, Capital G. Em. Mark.Eq. Fund FO, Norges Bank, Capital Guardian E M Restric E F F T-E T, Capital Guardian Emerg Mkts Equi Mast Fd, Capital Guardian E M Rest E F F T-E T, Virginia Retirement System, Philips Electronics North America Corporation Master Ret., The Master Trust Bank Of Japan, Ltd. Re Mtbc400035147, Commonwealth Of Pennsylvania Public School Employees` Fund, Central States Southeast And Southwest Areas Pension Fund, Sei Investments Canada Company Emerging Markets Equity Fund, American Funds Insurance Series-Global Small Capitalization Fund, Smallcap World Fund Inc, The California State Teachers Retirement System, State Street Emerging Markets, Brazil Msci Emerging Markets Index Common Trust Fund, Ibm Tax Deferred Savings Plan, Cna-Capital International Emerging Markets Equity Trust Fund, Mlc Limited, State Street Emerging Markets, BNDES Participações S.A. BNDESPAR and Caixa de Previdência dos Funcionários do Banco do Brasil - Previ.
The Chairman of the meeting declared Telparts proposal was unanimously approved, and, as a consequence, adjourned the meeting until March 20, 2006, at 5:00 pm, exempt form a new call. The Companys management must publish the relevant notice to shareholders, indicating that this meeting will be recalled to order on the aforementioned date and time, in the Companys headquarters, listing items integrating the agenda.
CLOSING STATEMENT:
Having no further issues to address, the Chairman offered the floor to the attending members and there being no further resolutions, the meeting was adjourned and these minutes were drawn up, read, approved and signed by the Chairman, the secretary and all the attending shareholders,. Shareholders authorized the publication of these Minutes without their signatures.
Brasília, February 22, 2006.
Sergio Ros Brasil | Guilherme Pacheco de Britto |
Chairman | Secretary |
Attending shareholders:
Telpart Participações S.A.
Citigroup Venture Capital International Brazil, L.P.
Caixa Previdenciária dos Funcionários do Banco do Brasil - PREVI
BNDES Participações S.A. BNDESPAR
Parcon Participações S.A.
Opp I Fundo de Investimento em Ações
Danielle Silbergleid Ninio
Opportunity Special Fundo de Investimento em Ações
Vanguard Emerging Mkts Stock Index Fund, Vanguard Emerg. Mkts Stock Index Fd, Capital Intern. Emerg.Market, Emerging Markets Growth Fund, Capital Internat. Emerg. Market, Capital G. Em. Mark.Eq. Fund FO, Norges Bank, Capital Guardian E M Restric E F F T-E T, Capital Guardian Emerg Mkts Equi Mast Fd, Capital Guardian E M Rest E F F T-E T, Virginia Retirement System, Philips Electronics North America Corporation Master Ret., The Master Trust Bank Of Japan, Ltd. Re Mtbc400035147, Commonwealth Of Pennsylvania Public School Employees` Fund, Central States Southeast And Southwest Areas Pension Fund, Sei Investments Canada Company Emerging Markets Equity Fund, American Funds Insurance Series-Global Small Capitalization Fund, Smallcap World Fund Inc, The California State Teachers Retirement System, State Street Emerging Markets, Brazil Msci Emerging Markets Index Common Trust Fund, Ibm Tax Deferred Savings Plan, Cna-Capital International Emerging Markets Equity Trust Fund, Mlc Limited, State Street Emerging Markets, represented by Mr. George Washington Tenório Marcelino.
TELEMIG CELULAR PARTICIPAÇÕES S.A. | ||||
By: | /s/ Ricardo Del Guerra Perpetuo | |||
Name: | Ricardo Del Guerra Perpetuo | |||
Title: | Chief Financial Officer and | |||
Head of Investor Relations |