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TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S/A (Publicly-held Company) CNPJ/MF 02.558.132/0001-69 NIRE 533 0000580 0

 

MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS
HELD ON MARCH 28, 2005

 

1. DATE, TIME AND PLACE: March 28, 2005, at 10:00 a.m., exceptionally on Praia de Botafogo nº 501, 7º andar, Torre Corcovado, Rio de Janeiro - RJ.

2. PRESIDING BOARD: Felix Pablo Ivorra Cano – Chairman of the Meeting; Evandro Luís Pippi Kruel – Secretary of the Meeting.

3.  INSTATEMENT: The meeting was instated with the attendance of the undersigned Directors, representing a quorum in conformity with the Articles of Incorporation.

4.  AGENDA AND RESOLUTIONS:

4.1 . To evaluate the proposal for merger of its wholly-owned subsidiaries, operators Teleacre Celular S.A., Telegoiás S.A., Teleron Celular S.A. and Telems Celular S.A. (collectively referred to as "OPERATORS"), enrolled with the CNPJ/MF under numbers 02.332.982/0001-44, 02.341.506/0001-90, 02.337.949/0001-07 and 02.331.492/0001-23, respectively, seeking to derive financial and operating benefits from the reduction in administrative, audit and publishing costs, as well as rationalization in accounting and corporate processes, among other. The Directors, by unanimous vote and without any restrictions whatsoever:

4.1.1 Have approved , under the terms of Resolution 321/02 of the General Plan of SMP Authorizations and of articles 98 and 136 of the General Telecommunications Act, a request to be sent to the National Telecommunications Agency – ANATEL for review and approval of the proposal for transfer without unification of the Instruments of Authorization of the Personal Mobile Service or consolidation of the pertinent businesses of the OPERATORS to this Company.

4.1.2 Have approved the publication of a Relevant Fact informing this resolution to the public.

4.1.3 Have approved the Executive Committee to take the necessary actions in order to implement the transaction, including the issuance of an Accounting Report of appraisal of the equity of the company to be merged.

4.1.4 The Board of Directors will timely hold a meeting for the purpose of making resolutions on the terms and conditions of this transaction, it being certain that all the pertinent acts shall be disclosed to the Market through the proper legal means.

4.2 . The Directors have appraised the proposal submitted by the Executive Committee on the merger of Telemat Celular S.A ., operator of the Personal Mobile Service ("SMP"), in Region II of the General Plan of SMP Authorizations, enrolled with the CNPJ/MF under no. 02.340.817/0001-34 into TCO-IP S.A ., a joint-stock corporation enrolled with the CNPJ/MF under no. 04.225.487/0001-61, seeking to reduce the number of TCO's wholly-owned subsidiaries, deriving financial and operating benefits from the reduction in administrative, audit and publishing costs, as well as rationalization of accounting and corporate processes, among other things. After a detailed review, the Directors approved the transaction, authorizing the favorable vote of the executive committee at the Special Meetings of Shareholders which may be held for the purpose of making resolutions on the matter, as well as consented to and authorized the Executive Committee to proceed to all the necessary acts for the implementation of this proposal, including, however being not limited to, the request for transfer of the Instrument of Authorization PVCP/SPV no. 009/2003 – Anatel and the amendment to the Articles of Incorporation of TCO-IP, it being certain that, by force of item VII, sole paragraph of article 2 of CVM Instruction no. 358/02, this resolution shall be made an integrant part of the Relevant Fact to be published for purpose of disclosing the transaction approved in item 4.1 above .

5. CLOSING OF THE MEETING: There being no further business to be discussed, the meeting was closed and these minutes were drawn-up, which were read, approved and signed by the attending Directors and by the Secretary, being recorded in the proper register.

Signatures : Felix Pablo Ivorra Cano, Fernando Xavier Ferreira; Eduardo Perestrelo Correia de Matos; Shakhaf Wine – Directors; Zeinal Abedin Mohamed Bava, Pedro Manuel Brandão Rodrigues and Carlos Manuel de L. e V. Cruz – Directors represented by Mr. Shakhaf Wine; Ernesto Lopez Mozo, Ignácio Aller Mallo and Luis Miguel Gilpérez López – Directors represented by Mr. Felix Pablo Ivorra Cano and Evandro Luís Pippi Kruel – Secretary of the Board of Directors .

I hereby certify that this is a faithful copy of the minutes that were drawn-up in the Register of Meetings of the Board of Directors of the Company.

Felix Pablo Ivorra Cano Chairman of the Meeting and Chairman of the Board of Directors

Evandro Luís Pippi Kruel Secretary - OAB-RS n.º 18.780

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 30, 2005