COARI PARTICIPAÇÕES S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement (Common shares) Dated as of , 2009Deposit Agreement • December 7th, 2009 • Coari Holding Co • New York
DEPOSIT AGREEMENT dated as of , 2009, among COARI PARTICIPAÇÕES S.A., a company incorporated under the laws of the Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares (as hereinafter defined) issued hereunder.
SHAREHOLDERS’ AGREEMENT OF TELEMAR PARTICIPAÇÕES S.A.Shareholders’ Agreement • November 27th, 2009 • Coari Holding Co • Telephone communications (no radiotelephone)
THE PARTIES HERETO decide to enter into the present Private Shareholders’ Agreement of the Company (“Shareholders’ Agreement”), which shall be ruled by the following sections and conditions:
PRIVATE SHAREHOLDERS’ AGREEMENT OF TELEMAR PARTICIPAÇÕES S.A.Private Shareholders’ Agreement • November 27th, 2009 • Coari Holding Co • Telephone communications (no radiotelephone)
THE PARTIES HERETO decide to enter into the present Private Shareholders’ Agreement of the Company (hereinafter simply referred to as “Agreement”), which shall be governed by the following sections and terms:
JOINT FILING AGREEMENTJoint Filing Agreement • November 27th, 2009 • Coari Holding Co • Telephone communications (no radiotelephone)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) (collectively, the “Schedule 13D”) with respect to the Common Shares, no par value, of Brasil Telecom, S.A. and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13D. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. Each of Telemar Participações S.A., Tele Norte Leste Participações S.A. and Telemar Norte Leste, S.A. expressly authorizes Coari Participações S.A. to file the Schedule 13D on its behalf. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
