Template de apresentação€¦ · Investor Relations Land Area • 8.5 Mn Km2 (80% of the size of...

Investor Relations

Investor Relations

Corporate Presentation

March 2011

Investor Relations

AGENDA

03. Brazilian Telecommunications

Market

12. Oi: Profile, Footprint and

Strategy

19. Operational and Financial

Results

34. Alliance with Portugal Telecom

40. Expectations for the Future

Investor RelationsInvestor Relations

● Land Area

• 8.5 Mn Km2 (80% of the size of Europe)

● Population

• 192 Mn inhabitants (5th largest)

• 59 Mn households (84% urban) - 2009

● 7th largest economy in the world

• GDP: US$ 1.6 Trillion (2009)

• Currency – US$ 1.00 = R$ 1.66 (Dec/10)

Brazil Snapshot

3

Strong expansion in

GDP per capita plus

record low

unemployment have

resulted in a huge

shift in income classes

A/B

C

D/E

2005 2009 Income*

15%

34%

51%

16%

49%

35%

R$ 2,534

R$ 1,277

R$ 733

Income Classes (Households)

*Average Income per classes

Investor Relations

Brazilian Telecom Market

4

320

206

73 42

China USA Japan Brazil

805635

292 213 192

China India USA Russia Brazil

8370

3013

China USA Japan Brazil

Fixed Lines in Service

Mobile Users

Fixed Broadband

Users

Source: ANATEL, IBGE, Teleco, ML Wireless, UNCTAD and Internet World Stats

Brazilian telecom market is relevant globally and is the largest

in Latin America

#4

#5

#10

MillionJune/10

Investor Relations

Brazilian Telecom Sector Evolution

● State – owned

monopoly

● Lack of Investments

● Low quality of

services

● Huge pent-up

demand

● Incipient Internet5

Focus on Competition

Pre-Privatization

Post-Privatization

98

08

● Multiple players

● Focus on universal

competition and

quality of services

● Expansion of fixed

and mobile services

● GSM Launch

● Broadband start-up

● Consolidation

● Mature fixed; mobile

and broadband as

growth drivers

● Convergence in early

stages

● Launch of 3G (2008)

● Expansion of Pay-TV

(Cable TV and DTH)

03

10

Current Scenario

● Tough competition

● Mature Mobile services:

multiple chip is a market

trend (on net-calls)

● Pay-TV and broadband as

growth drivers

● 3G services is a reality

● Convergent Players

Investor Relations

Competition: Main Telecom Groups in Brazil

6

Economic Group

Vehicle ServiceClients mkt

shareRevenue

mkt share

Oi Fully Integrated

Fixed 48%

30%Mobile 19%

Fixed Broadband

32%

Tele

fon

ica Telesp Fixed 27%

31%Vivo Mobile 30%

TelespFixed Broadband

24%Telm

ex/

AM

XEmbratel Fixed 16%

24%Claro Mobile 25%

NetFixed Broadband

26%

TIM ~ pure

mobileMobile 25% 13%

GV

T ~ pure fixed

Fixed 4%

2%Fixed Broadband

8%

Brazil and its RegionsDec/10

Region I

Region II

Region III


Brazilian Telecom Industry

● Mature local fixed Voice

• Accesses losses (FMS in accesses)

• Lower traffic per terminal (FMS in traffic)

• More competitive market in high-end and SME (new entrants)

● Continued expansions in the mobile data market with strong

competition

• Market evolution, mainly in the pre-paid (naked sim-card)

market based in the multiple chip trend

• ARPU for the industry has been reduced

• Different business models

● Broadband with strong growth

• Fierce competition in areas that concentrate high-end clients

• Continuous expansion and falling ARPU

• 3G changes the dynamic of the industry

• Penetration*: 23% of households

7* Fixed broadbandSource: ANATEL, Teleco and Team analysis; FMS - Fixed to Mobile Substitution; SME - Small & Medium Enterprises

13

203

42

10

Brazilian Market (Dec/10)

Access (million)

Broadband: 45%Mobile: 25%

Wireline: 1%Pay-TV: 20%

CAGR (02-10):

Mobile

Wireline

Pay TV Fixed Broadband


Brazilian Telecom Industry: Mobile Market

8

5974 85

101

32

3945

52

29

38

45

50

2007 2008 2009 2010

RI RII RIII

Mobile Market – Includes 3G (million)

121.0

150.6

174.0

202.9

● Naked sim-cards

continues as a national

trend

● Penetration rate reached

105% in Dec.10

● Multiple chip is a market

trend (on net-calls)

● As of Dec.10, 3G (mini

modem) has 4.3 million

accesses (only 2.1% of the

mobile users)

● Brazilian mobile ARPU

9M10: US$13.59*

● Pre-Paid: represents 82% of

the total access

Source: ANATEL; Team analysis* Considering Feb/09 net adds equal to Feb/10 (during Feb/09 there was a clean-up of mobile clients done by one of our competitors).


Brazilian Telecom Industry: Broadband Market

9

Broadband Market – Fixed and Mobile(million)

5,67,0 7,7

9,0

2,1

3,03,7

4,80,6

2,7

4,3

2007 2008 2009 2010

ADSL Cable and Others 3G

7.7

10.6

14.1

18.1

● Broadband: Strong growth

in accesses

• Fixed broadband

penetration: 23% of

households (13.8 MM

access)

• ADSL corresponds to

65% of total fixed

broadband accesses and

50% of the total (fixed +

3G mini-modem)

● 3G becomes an alternative

for broadband access

• 40% growth in last 12

months (1.6 MM access)

Source: ANATEL;


Brazilian Telecom Industry: Pay-TV

10

Pay-TV Market(million)

3,2 3,8 4,3 5,0

1,82,1

2,8

4,5

0,4

0,4

0,4

0,3

2007 2008 2009 2010

Cable DTH Others*

● PAY-TV: Strong growth in

accesses

• Penetration: 17%

• DTH represents for 74%

of net additions in the

last 12 months

• Pay-TV: More growth

opportunities in classes

C and D due to lower

households penetration.

* Others: MMDS and UHF

5.4

6.3

7.5

9,8

Investor Relations

AGENDA


Market


Strategy


Results



Investor Relations

SharesCapital

Mn sharesControlling

%Free Float %

ON 203.4 79.6 20.4

PN 386.4 33.3 66.7

Total 589.8 49.3 50.7

d

Current Ownership Structure

Telemar Participações

Telemar Norte Leste (TMAR)

Tele Norte Leste Participações

(TNE)

Oi Mobile Others

• AG Telecom

• LF Telecom

• Fund.Atlântico

• BNDESPar

• Previ

• Petros

• Funcef

SharesCapital


%Free Float %

ON 127.6 53.7 46.3

PN 255.0 0 100

Total 382.6 17.9 82.1

TNL (Bovespa & NYSE)

TMAR (Bovespa)

BRTO (Bovespa & NYSE)

Brasil Telecom (BTM)

BRT Mobile

SharesCapital


%Free Float %

ON 107.1 97.4 2.6

PN 131.3 79.3 20.7

Total 238.4 87.4 12.6

19.34%

19.34%

11.50%

16.86%

12.96%

10.00%

10.00%

100%49%

82%

18%5.5%

Listed Companies

* Tickers at Bovespa and NYSE: TNE (TNLP4/TNLP3 and TNE); BRTO (BRTO4/BRTO3 and BTM), TMAR (TMAR3/TMAR5/TMAR6)

100%

100%

Globenet

100%

12


● Leader in integrated telecom solutions in the country

• Revenues Generating Units of over 62 million

• First quadruple play operator in Brazil (fixed, mobile, ADSL/cable broadband and pay-TV)

● Strong execution culture in Region I, outperforming targets

• Company managed to reach leadership for its new services launched within a period no longer than 2 years

• Highly qualified management team

Oi´s Snapshot

13

● National coverage in mobile and data businesses meets scale

needed in a capital-intensive type of business

• Oi has the size which is comparable to its main competitors

in Brazil

• Sustainable and long term shareholder’s value proposition

● Sound Balance Sheet

• Revenue balanced between growth businesses (mobile/broadband/Pay-TV) with strong cash flow generating services (fixed line)

• Debt amortization schedule compatible with cash flow generation

Leading

Telecommunication

provider in Brazil and

the only integrated

player offering

quadruple play

services in Brazil

Investor Relations

Business and Domestic Footprint

24

8

7

RI

RII

RIII

13

7

RI

RII

2

2

RI

RII

Mobile Fixed Broadband Pay-TV

● Share Brazil: 19%

● Cities: 3.1 th

39.3 million RGUs


● Cities: 4.8 th

20.0 million RGUs


● Cities: 4.2 th

4.4 million RGUs

● Recent launch of

DTH in 15 states of

Brazil

● 4 cities in cable

(Minas Gerais)

275 thousand RGUs

● 64 million RGUs (More than 25% of total users in Brazil)

● Higher market share of revenues (30%), in the Brazilian sector

● Other Business:

● Globenet: 22,000 km of submarine cable

● ISP/Portal: Largest Brazilian ISPSource: Anatel and Companies;* 2009

December/10

#4

#4

#2

#1

#1 #1

#1

14

(million)(million)(million)


Data Backbone Footprint

15

Oi has a total of:

138,000 Km of fiber

optical cable

73 thousand km from

BrT: BrT/Metrored (51

th. Km) and GlobeNet¹

(22 th. Km)

65 thousand km from Oi

30,400 Km of

metropolitan rings

8.4 thousand km from

BrT and Metrored

22 thousand km from Oi

Through the national and

international backbone,

the company can reach

leadership of Corporate

Data segment

1. Globenet connects Brazil, USA, Bermuda and Venezuela

Investor Relations

Strategic Priorities for 2010 e 2011

16

Growth

Capex Quality

Cash Generation/Profitability

2010 2011

2010 2011

2010 2011

2010 2011

AbsolutePartial IntenseSmall

Investor Relations

Strategic Guidelines

•Quadruple play: Expand Pay TV offering

•Cross sell

•Reduce Churn

Focus on convergence

•Key element in the offering of integrated services

•Accelerate expansion of coverage, availability and speed

•3G expansion nationwide

Increase the offering of broadband services

•Differentiated offers:

• Sim-card only model: very low acquisition cost

•Focus on bundled services for post-paid

Increase the growth opportunities of our mobile

business maintaining profitability

•Use the largest (and more widespread) national data

backbone to leverage corporate businesses

•Leverage international data businesses through Globenet

Data Business Expansion

•Internal processes improvements

•Implementation of best practices

•Improvement of Quality Perception

Increase efficiency and cost control

•Improve margin and profitability

•Continuing deleveraging process2010 Targets

•Creation of a new department to improve quality and

efficiencyFocus on quality

17

Investor Relations

Integration of Oi and BrT

portfolio for mobile segment

Single model for sale and

distribution channels

Bundle Product “Oi Conta

Total” was launched in

Sept/10

Since 4Q09, 100% of

the goodwill

amortization started to

generate fiscal benefits

Major actions aiming

to capture synergies

and optimize OPEX

and CAPEX

R$ 1.2 billion of

synergies already

captured

Market and Channels

Step 107/31/2009

Step 209/30/2009

Integration with BrT: Sinergies are already evident

Engineering and Network

Opex

Unification of NoC* and

integration of switch

network and integration

of newly planned and

operating network

Co

rp

orate

Sim

plifi

cati

on

. . .

Step 306/16/2010

Coparts >Invitel/Solpart

Merger of the holdings

companies into BrTO

BRTO>BRTP

(incorporation/share

exchange)

. . TMAR>BRTO (share

exchange)Minority shareholders

rejected the share

swap ratio

Simplification of

corporate structure is

suspended indefinitely

*Network Operating Center

Op

erati

on

al

In

teg

rati

on

18

Investor Relations

AGENDA


Market


Strategy


Results




Revenue Generating Units (RGUs)

20

3036 39

3

4

44

22

22

2120

2007 2008 2009 2010

Mobile (includes 3G) Fixed Broadband Fixed LIS Pay TV

● Mobile customers already

accounts for 61.5% of all

RGUs at the end of 2010

(58.4% in 2009)

● RGUs totaled 64 million

in 2010 with 2.1 MM YoY

net additions:

• Mobile:3.2 MM

• Broadband: 143,000

• Pay-TV: 41,000

Offsetted by a decrease

in:

• Fixed LIS: -1.3 MM

20

45.6

55.9

61.964.0

Total Revenue Generating Units – RGUs* (million)

+3.4%

* Pro-forma numbers in 2007 to 2008 (Considering Brasil Telecom)

0,1

0,20.3


Mobile Client Base

4 4 4 51 2 2

17

25

3033

2007 2008 2009 2010

Post-Paid Controlled Pre-Paid

Post-Paid

Post-paid and Oi Controlled rose

from 16% in 2009 to 17% in

2010. In line with our current

strategy of focusing on the

addition of post paid clients,

especially high end ones.

Bundle Offers

Oi Conta Total amounts to 1.4

million

Market-Share at the end of

3Q10:

RI: 24.2%

RII: 15.0%

RIII: 14.2% (2 years after

launch)

National: 19.4%

21

21

30

36

39

Mobile Clients – Mix of subscribers (million)

+8.8%

* Pro-forma numbers in 2007 to 2008 (Considering Brasil Telecom); ** Controlled plans included in the post-paid from 2007

Investor Relations

Oi Mobile: Bundle offers in the post paid segment

22

Fixed line, mobile and Internet bundle

5 plans*

Unlimited local calls between fixed lines

Unlimited access to internet

Packages of minutes including national long distance

537

1,061

1,449 1,439

2007 2008 2009 2010

“Oi Conta Total” Customer base(thousand users)

*OCT Light, OCT 1, OCT2, OCT3 e OCT4, from 50 to 1,000 fixed minutes per month, dial-up internet to Oi Velox 14 mega, Oi Mobile shared with up to 4 people.

In September/10 Region II started to

replicate Oi´s bundle strategy, aiming to boost

net additions as it happened in Region I since

2007

Investor Relations

1,5

2,02,3 2,4

1,61,8 1,9

2,0

2007 2008 2009 2010

Broadband Clients (million)

Region I Region II

Fixed Broadband Client Base

● In the Broadband market, there´s more room to growth in Region I due to lower penetration as

compared to Region II

● Oi Velox Ultra, a new Ultra High-Speed Broadband portfolio, was launched in the metropolitan region

of Recife in Sept/09 and was expanded to 17 cities in 2010

1114

161920

2225 27

2007 2008 2009 2010

Penetration(% of fixed lines in service)

Region I Region II

CAGR (06-10):RI: 17%RII: 8%

23


3G Clients

117

429 425

40

199

2008* 2009 2010

Mini Modem Data Plans

624

1

3G Becomes an Alternative

for Broadband

● “3G Oi Velox” had 624

thousand customers in 2010

(425th via mini modems and

199th data plans)

Strong growth in last 12

months focused on data plans

for smartphones

24

Mobile Broadband(thousand clients)

118

469

+33%

+297%

* 2008 pro-forma

Investor Relations

61

234275

2008 2009 2010

Pay-TV Clients(thousand users)

New Business: Pay TV

● 275 thousands Pay-TV subscribers. In the last 12 months, 41 th customers were added

● DTH technology offers was launched in July/09 in Rio de Janeiro and despite the small investment in

marketing, it proved successful

● In 2010 this service was available in 15 states: Rio de Janeiro, Goiás, Ceará, Distrito Federal,

Alagoas, Pernambuco, Minas Gerais, Espirito Santo, Rio Grande do Sul, Rio Grande do Norte, Bahia,

Sergipe, Parana , Paraíba and Santa Catarina25


Consolidated Gross Revenue

10 11

36 34

2009 2010

Mobile Fixed Other Services*

2010 vs 2009

Mobile and broadband

services are main growth

drivers, offsetting lower

revenues from the traditional

wireline segment

Mobile and data already

account for 24.4% and

20.3% of total revenues,

respectively (21.7% and

18.9% in 2009)

26

Consolidated Gross Revenues(R$ billion)

45.945.9

*Pay TV and Paggo

0,2 0,4


Consolidated EBITDA and Margin

9.768

10.295

2009 2010

Consolidated EBITDA*(R$ million)

EBITDA increased 5.4% in

relation to 2009 showing the

synergies gains resulting from

the integration of Oi/BrT

EBITDA margin expanded to

34.9% in 2010 (32.6% in 2009)

2010 had lower operational

expenses, even when compared

with recurring expenses of 2009,

mainly related to:

Handset Cost / Others;

Third-party Services;

Personnel; Provision for Bad

Debt and Interconnection

27

EBITDAMg Oi 32.6% 34.9%

*Recurring EBITDA for 2009


Net Income

5.092

1.750

Net Income(R$ million)

● Despite the better operating

results reflected in higher

EBITDA, net income for 2010

was lower than in 2009 due to

the IFRS adoption

● Accounting for business

combination related to he

acquisition of control of BrT in

jan/09, which generated the

following effects: (i) recognition

of the fair values of assets

acquired and liabilities assumed

in the acquisition of control of

BrT (ii) assessing at fair value

the participation of minority

shareholders on the acquisition

date (iii) effects of the

difference between the price

paid to acquire control of BrT

28

2009 2010


Consolidated CAPEX

Consolidated CAPEX in 2010

66% directed to growth

businesses (31% in

data/broadband and 35% in

mobile)

In wireline, Capex was

concentrated in:

Digital inclusion schools

Fixed broadband

Data package offers for

corporate clients

In wireless: allocation focused

on coverage expansion and

increase of network capacity

Synergies: The optimization of

Oi-BrT’s combined network

allowed for increased capacity

even with a smaller cash outlay

than in 200929

-56%

2.72.1

2.4

1.0

2009 2010

Consolidated CAPEX(R$ billion)

5.1

3.1

Fixed Mobile

Investor Relations

Financial Highlights: Consolidated Debt

30

Ratio Net Debt / EBITDA fell from 2.2x in

2009 to 1.8x in 2010

Effective cost of debt in 2010: 105,6% of CDI

accumulated

Exposure to foreign currency was 2% of the

total debt at the end of 2010

29,9 29,9

21,9 18,7

Dec.09 Dec.10

Consolidated Debt(R$ billion)

Gross Debt Net Debt

BRL

98%

CurrencyForeign

2%TJLP

20%

DI64%

Others

16%

Interest

Total Debt Profile (After hedge)

Investor Relations

Consolidated Debt: Debt Profile

7,7

3,8

4,44,4

1,5

8,1

2011 2012 2013 2014 2015 From 2016 on

Gross Debt Amortization(R$ billion)

31

5,2

6,4

7,0

0,6

Capital

Market

Domestic

Banks

Development

Banks

Foreign

Banks

Others

Debt composition by main creditors:

(R$ billion)

3.0

6.9

7.7

12.2

BNDES

Bond

Commercial Paper

Investor Relations

Consolidated Debt: Key Ratios

2,21,8

2009* 2010

Net debt/EBITDA (x)

1,10,9

2009 2010

Net debt/Equity (x)

7,1

7,9

2009 2010

EBITDA – TAX –Financial Expenses(R$ billion)

* Considers Recurring EBITDA 2009 32


Dividends: TNE

33

Payout average in the last 11 years

Statutory Dividends

All shares: right to receive

minimum dividends of

25% of adjusted net profit

Preferred shares:

minimum 6% of Capital or

3% of Shareholder´s

equity, whichever is higher.

Historically

R$8.8 billion in Dividends

and Interest on Equity

were paid in the last 11

years

TNE paid an average of

127% of profits generated

in the last 11 years

127%

0,2 0,3 0,30,5

0,8

1,1

0,8

0,3

0,7

2,7

1,2

0,1

0,7

0,1

-0,4

0,2

0,8

1,11,3

2,3

1,2

-0,4

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Evolution of Dividends TNE(R$ billion)

Dividends Net Results

Investor Relations

AGENDA


Market


Strategy


Results




● Leading telecommunication services provider

in Portugal, with an extensive expertise in

convergence globally

● With a diversified business portfolio, Portugal

Telecom operates fixed, mobile, multimedia

and data

The Partner: Portugal Telecom

35

Portugal Telecom's

expertise and reach in

emerging markets will

enable Oi to broaden

international

expansion

opportunitiesRevenues: 6,785

Ebitda: 2,502

Ebitda Margin: 36.9%

2009 Financial Highligths

(EUR million)

Portugal

Telecom has a

Market Cap of

US$ 9.4 billion*

*As of 25, june 2010

Investor Relations

An industrial alliance between Oi and Portugal Telecom creates an

unparalleded platform for international growth

Transaction Rationale

Strengthening and speeding up of expansion plans

Significant reduction of leverage

Opportunities to apply technologies and cross-selling

Creation of the largest Portuguese speaking business group, with full international expansion capacity

Possibility of capturing synergies in various fronts

36

Investor Relations

Benefits of the Capital Increase

The capital increase of the Company, together with the alliance with a

strategic player, are important steps towards the access to

international markets, based on a strengthened balance sheet

TMAR Capital increase will leave the Company in a very favorable position to

support its expansion plans

Additional cash availability of up to R$12.0 billion, improving Company´s agility and financial position to pursue strategic investments

Comfortable position to fund its growth plans through the next years

Reduction on Company´s indebtedness

Support to the Company´s next step: International growth focused on emerging markets

37

Investor Relations

Summarized Structure of the Transaction

Step 1

• Capital increase in Telemar Participações; Portugal Telecom to become shareholder

Step2• Capital increase in TNL of up to R$12.0 billion

Step3• Capital increase in TMAR of up to R$12.0 billion

Step4• Acquisition of a stake in Portugal Telecom

Portugal Telecom to hold directly and indirectly approximately 22.4% of

TMAR

38

Investor Relations

100% 100%

Ownership Structure post transaction



Tele Norte Leste Participações (TNL)

AG Telecom19.3%

LF Tel19.3%

FundAtlantico11.5%

BNDES/ pension funds49.9%



Tele Norte Leste Participações (TNL)

AG Telecom19.3%

LF Tel19.3%

FundAtlantico11.5%

BNDES/ pension funds37.8%

Portugal Telecom12,1%

35% 35%

Current Ownership Structure Post Ownership Structure

Capital increase of TNL and TMAR R$ 12 bi

39

Investor Relations

AGENDA


Market


Strategy


Results



Investor Relations

Future scenario brings challenge andopportunities

Long term

Auction for LTE (4G) frequency bands

Regulation of new pro competitive actions

(PGR)

WiMax as possible access solution Next Generation Networks (NGN) / VoIP

FTTX access becomes significant

Incumbents permitted to provide IPTV

broadcasting and/or to buy cable

companies through approval of:

- PL #29 and/or

- New auction for cable licenses Auction for

WiMax frequency bands

Mobile Interconnection Rates based on

cost models (VU-M)

Mobile reaching maturity with increased

VAS relevance

Increase of Pay TV penetration

Strong competition in mobility (traffic)

with portability and 3G

3G becomes an alternative access for

fixed broadband in the retail

More competition in broadband with

3G/LTE (4G) and WiMax

New competition with alternatives ways of

access (Skype, for example)

Continuation of main trends

- Slight reduction in fixed lines

- Mobile data & broadband: growth drivers

Fixed companies consolidating DTH offers

Triple Play ›› Quadruple Play

Increase of Internet penetration

Market

Competition

Regulation

Technology

41

Short/Medium term

Investor Relations

Attachments

Investor Relations

The Acquisition of Brasil TelecomAmortization of the Goodwill, in terms of fiscal benefits

43

Tax DeductibleLicense (R$6.9 bn)

Network(R$2.1bn)

Before the 2 steps of the simplification of the structure

Still done in 17 years (~R$400 mn per year)

According to the assets lifetime

Amortization per year in R$ MM

550 392 238 176 125 85 51 33 19 1,7 0,01

10 11 12 13 14 15 16 17 18 26 34

Investor Relations

Regulation: Brazilian Telecom Market has experienced important changes in its institutional/regulatory

44

1995

Approval of Cable Law

1998

General Concessions Plan (PGO)*

TelebrásBreak-up and Privatization

2002

Competition intensifies: incumbents allowed to offer new services (long distance and data) nationwide

New mobile start-up companies

2006

New billing rules (pulses to minutes) interconnection rates

2008

Cable law revision

PGO revision

Full convergence

(Fixed, Mobile, Broadband, Video)

General Law of Telecom: creation of ANATELAuction of licenses for 2nd players or Mobile

1997

Competition: Licenses for fixed line mirror companies

2000

Concession contract renewal for incumbent fixed line telcos(25 years)

2005

- Full Billing for mobile companiesPulse-minute conversion- Num. portability3G Auction

2007

- Interconnection discussion- PL29- Band H auction- MVNO

2010


0,7 0,9 1,01,4

1,1

0,71,1

5,4

0,00,3

0,7 0,8 0,9

1,7 1,6

1,11,3

-0,6

2001 2002 2003 2004 2005 2006 2007 2008 2009

Evolution of Dividends TMAR(R$ billion)

Dividends Net Results

Dividends: TMAR

45

Statutory Dividends

All of the shares: right to

receive minimum dividends

of 25% of adjusted net profit

PNA shares: right to receive

dividends 10% higher than

the ones distributed to ON

shares

PNB shares: priority in the

receiving of dividends, which

shall be fixed per year and

equivalent to 10% of the

division of the Capital per

total number of shares

Historically

R$ 12.1 billion of Dividends

and Interest on Equity were

distributed in the last 9 years

154% of payout in the period

Payout average in the last 9 years

154%

Investor Relations

Mobile Penetration rates in the Brazilian States

46

115

101107

9187

81

100105

101 99

86 89 88 8580

61

122

177

119110 111

105 107112 110

92100

RJ MG ES AM RR PA AP PE RN SE AL CE PB BA PI MA SP DF MS MT GO PR SC RS RO AC TO

% December 2010

Region I Region III Region II

Brazil: 105%

Region I:94%

Region II:113%

Region III:122%

Investor Relations

Corporate Structure - TNEShareholders Rights

47

Dividends Board Members

All shares: right to receive a minimum 25% of adjusted annual net income

Preferred Shares and ADR (254.9mn):minimum of 6% of Capital (R$217.91 million -Jun/10) or 3% of Shareholders’ Equity (R$154.81 million – Jun/10), whichever higher

Minority shareholders have the right to appoint two board members (within of 11)

Tag along Fiscal Committee Members

Common shares have a tag along right of 80% of the value paid upon acquisition of control under existing Corporate Law

The Preferred shares do not have tag along rights

Five members, appointed by:- Controlling Shareholder (Telemar

Participações) - 3- Minority Shareholders (voting shares) -1- Minority Shareholders (preferred shares) -1

Voting Rights Redemption Rights

Common shares have full rights to vote at shareholder meetings

Preferred shares have right to vote only under specific circumstances (a)

Shareholders have the right to redeem under certain special circumstances (b)

(a) Approval of long term agreements with related parties; redemption of preferred shares; full right to vote if the Company does not pay dividends for three consecutive years.

(b) Issuance buy the Company of a new class of preferred shares; change in preference right of shares; redemption of shares; reduction on statutory dividend; merger of the company; change in corporate purpose.

Investor Relations

Important Notice to ShareholdersSeptember 2010

48

CVM Instruction n° 358, art.12:

Shareholders owning a direct or indirect

controlling stake in the company,

shareholders who elect the members of the

Board of Directors or the Fiscal Council, or

any private individual, legal entity or group

of same, acting jointly or representing a

common interest, that attains a direct or

indirect stake equivalent to 5% (five

percent) or more of the company’s types or

class of shares, must immediately inform

the Company, under the terms this article.

In compliance with the terms of article 12

of CVM Instruction n° 358, art.12, TELEMAR

advises its shareholders that the Company

cannot be held responsible for any public

disclosure of information by third parties

regarding the acquisition or disposal of

equity stakes equivalent to 5% or more of

each class of shares or of the rights

pertaining to these shares or other

securities issued by the Company.

TNL- Tele Norte Leste Participações

Capital Treasury Control Free Float

ON 130,611,732 3,020,880 68,504,187 59,086,665

PN 261,223,463 6,182,160 - 255,041,303

Total 391,835,195 9,203,040 68,504,187 314,127,968

TMAR - Telemar Norte Leste


ON 107,063,093 - 104,227,873 2,835,220

PN A 130,703,927 223,500 104,329,417 26,151,010

PN B 1,063,967 - 6 1,063,961

Total 238,830,987 223,500 208,557,296 30,050,191

BRTO – Brasil Telecom S.A.


ON 203,423,176 - 161,990,002 41,433,174

PN 399,597,370 13,231,556 128,675,049 257,690,765

Total 603,020,546 13,231,556 290,665,051 299,123,939

Investor RelationsInvestor Relations 49

This presentation contains forward-looking statements.

Statements that are not historical facts, including

statements about our beliefs and expectations, are

forward-looking statements and involve inherent risks

and uncertainties. These statements are based on

current plans, estimates and projections, and therefore

you should not place undue reliance on them. Forward-

looking statements speak only as of the date they are

made, and we undertake no obligation to update publicly

any of them in light of new information or future events

IR Contacts

Bayard Gontijo 55 21 3131-1211

Marcelo Ferreira 55 21 3131-1314

Bernardo Guttmann

55 21 3131-1316

Patricia Frajhof 55 21 3131-1315

Matheus Guimarães

55 21 3131-2871

Michelle Costa 55 21 3131-2918

R. Humberto de Campos, 425/7th floor Leblon - Rio de Janeiro - RJ

E-mail: [email protected]@[email protected]@[email protected]@oi.net.br

Visit our website: www.oi.com.br/ir

Twitter: www.twitter.com/oi_investors

Investor Relations

mailto:[email protected]






http://www.oi.com.br/ir

Template de apresentação€¦ · Investor Relations Land Area • 8.5 Mn Km2 (80% of the size of...

Documents

Transcript of Template de apresentação€¦ · Investor Relations Land Area • 8.5 Mn Km2 (80% of the size of...