Common use of PRELIMINARY MEETINGS Clause in Contracts

PRELIMINARY MEETINGS. 3.1. The Shareholders shall meet prior to any Preliminary General Meeting to be held within the scope of the General Shareholders’ Agreement, so as to establish the vote to be cast at said meetings. At the Preliminary Meetings held within the scope of this Shareholders’ Agreement, each Affected Share shall be entitled to one (1) vote and the resolutions taken shall be recorded in writing and bind the votes of all Shareholders in said Preliminary General Meeting. 3.2. The matters submitted to Shareholders at Preliminary Meetings shall be resolved and approved through the favorable vote of Shareholders holding fifty percent plus one (50% + 1) of the Affected Shares. 3.3. The Preliminary Meetings held within the scope of the Shareholders’ Agreement shall comply with the following rules: 3.3.1. The Preliminary Meeting shall be held on the same date when a Preliminary General Meeting takes place, with at least two (2) hours in advance, and shall be held at the Company’s headquarters; however, it may be held by conference call or video conference. 3.3.2. The Preliminary Meeting shall be considered automatically called through the call notice of the Preliminary General Meeting, and sending an additional or specific call is not necessary. 3.3.3. The Preliminary Meeting shall only be instated with the attendance of the Shareholders, AG and LF TEL, after the restructuring of ASSECA referred to in Section 5.3, with the attendance of the Shareholders, AG, AG INVESTIMENTOS and LF TEL. 3.4. In any event, the resolutions taken at the Preliminary Meetings shall be recorded in writing and shall bind the votes of all Shareholders to be cast at the Preliminary General Meeting. 3.5. The Shareholder who does not attend the Preliminary Meeting hereby undertakes to vote at the Preliminary General Meeting in accordance with what has been decided at the duly instated Preliminary Meeting from which said Shareholder was absent, without prejudice to the provision of §9 of Article 118 of the Brazilian Corporate Law. 3.6. In the event Preliminary Meetings are not instated or if the Shareholders are deadlocked, the Shareholders shall vote at the respective Preliminary General Meeting so as to keep the status quo of the Company or of “TELES”, as the case may be.

PRELIMINARY MEETINGS. 3.1. The Shareholders shall meet prior to any Preliminary General Meeting to be held within the scope of the General Shareholders’ Agreement, so as to establish the vote to be cast at said meetings. At the Preliminary Meetings held within the scope of this Shareholders’ Agreement, each Affected Share shall be entitled to one (1) vote and the resolutions taken shall be recorded in writing and bind the votes of all Shareholders in said Preliminary General Meeting. 3.2. The matters submitted to Shareholders at Preliminary Meetings shall be resolved and approved through the favorable vote of Shareholders holding fifty percent plus one (50% + 1) of the Affected Shares. 3.3. The Preliminary Meetings held within the scope of the Shareholders’ Agreement shall comply with the following rules: 3.3.1. The Preliminary Meeting shall be held on the same date when a Preliminary General Meeting takes place, with at least two (2) hours in advance, and shall be held at the Company’s headquarters; however, it may be held by conference call or video conference. 3.3.2. The Preliminary Meeting shall be considered automatically called through the call notice of the Preliminary General Meeting, and sending an additional or specific call is not necessary. 3.3.3. The Preliminary Meeting shall only be instated with the attendance of the Shareholders, AG and LF TEL, after the restructuring of ASSECA referred to in Section 5.3, with the attendance of the Shareholders, Shareholders AG, AG INVESTIMENTOS and LF TEL. 3.4. In any event, the resolutions taken at the Preliminary Meetings shall be recorded in writing and shall bind the votes of all Shareholders to be cast at the Preliminary General Meeting. 3.5. The Shareholder who does not attend the Preliminary Meeting hereby undertakes to vote at the Preliminary General Meeting in accordance with what has been decided at the duly instated Preliminary Meeting from which said Shareholder was absent, without prejudice to the provision of §9 of Article 118 of the Brazilian Corporate Law. 3.6. In the event Preliminary Meetings are not instated or if the Shareholders are deadlocked, the Shareholders shall vote at the respective Preliminary General Meeting so as to keep the status quo of the Company or of “TELES”its Subsidiaries, as the case may be.