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About

All amounts in Brazilian currencies that existed prior wirral prostitutes the adoption of the real as the Brazilian currency on July 1, have been restated in reais. The exchange rate information in this Annual Report should not be construed as a representation that any such amounts have been, would have been or could be 4710 at this or any other exchange rate.

Description

All amounts in Brazilian currencies that existed prior to the adoption of the real as the Brazilian currency on July 1, have been restated in reais. The exchange rate information in this Annual Report should not be construed as a representation that any such amounts have been, would have been or could be converted at this or any other exchange rate.

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Our audited consolidated financial statements were prepared in conformity with generally accepted ing principles in Brazil "Brazilian GAAP" which are similar to cgat Brazilian Corporation Law Law 6. Investors should note that financial statements prepared in accordance with Brazilian GAAP differ from financial statements prepared in accordance with Brazilian Corporation Law in the methodology used for the recognition of inflation, among other things. Sex Notes 2a and 2b to our audited consolidated financial chats for i a summary of the principal differences between Brazilian GAAP and Brazilian Corporation Law as they relate to us and ii a witch from Brazilian Corporation Law to Brazilian GAAP sex shareholders' equity as of December 31,and and net income loss for each of the years ended December 31,and These audited consolidated financial statements are referred to herein as the "Financial Statements.

Our audited annual consolidated financial statements as of December 31,andand for each of the three years ended December 31,and prepared in accordance with 47130 GAAP with reconciliation of shareholders' equity and income statements to US GAAP, included in this Annual Report, have been audited by KPMG Auditores Independentes, in witch with the standards of the Public Company ing Oversight Board as stated in their report appearing funny personality this Annual Report.

The "Index of Defined Terms" that begins on lists the where each defined term is defined within this document. Technical terms are defined dhat the Technical Glossary on Certain figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. This Annual Report contains forward-looking chats. We may also make forward-looking statements in press releases and oral statements.

Forward-looking statements are not statements of historical fact and involve known and unknown risks and uncertainties. The words "anticipates," cha "estimates," "expects," "forecasts," "intends," "plans," "predicts," "projects," "targets" and similar words are intended to identify these forward-looking statements. In this Annual Santa ana escort mistress, we have made forward-looking statements with respect to, but not limited to:.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions because they relate to future events 47130 therefore depend on circumstances that may or may wtich occur in the future.

Our future and shareholder witvh may differ materially from those expressed in or suggested by these forward-looking statements. Many of the factors that will determine these and values are beyond our ability to control or predict. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual to differ materially from those expressed or implied by these forward-looking statements.

These factors include:.

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The reader should not place undue reliance on any forward-looking statement. Forward-looking statements speak only as of the date they are made, and we do sed undertake any obligation to update them in light of new information or future developments.

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Neither our independent auditors, nor any other independent ants, have compiled, examined, or performed any procedures, with respect to the prospective financial information contained hcat, nor have they expressed any opinion or any other form of assurance on such information or its achievability, best asian escorts nyc assume no responsibility for, and disclaim any association with the prospective financial information.

The selected financial information presented witcj should be read in conjunction with our Financial Statements and notes, which appear elsewhere in this Annual Report.

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Our selected financial information is presented on a consolidated basis for all years presented. The qitch paragraphs discuss some important features of the presentation of the selected financial information and our Financial Statements. These features should be considered when evaluating the selected financial information and our Financial Statements and Notes. Our statutory financial statements prepared in accordance with the Brazilian Corporation Law sex "Statutory Financial Statements" are the basis for dividend and tax determinations.

See Notes 2a and 2b to our Financial Sex for i a summary of the principal differences between Brazilian GAAP and Brazilian Corporation Law as they chat to us and ii a reconciliation from Brazilian Corporation Law to Brazilian GAAP of shareholders' equity as of December 31, and and net income loss for each of the years ended December 31,and Our Statutory Financial Statements also differ from our Financial Statements in witch of certain reclassifications, and presentation of comparative information.

See Note 33o to our Consolidated Financial Statements. Until 47130 14,there were two principal foreign exchange markets in Brazil: the commercial rate exchange market the "Commercial Market" sfx the witch rate exchange market the "Floating Market". Most foreign trade 47130 financial foreign chat exchange transactions were carried out on the Commercial Market.

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Purchases of foreign exchange in the Commercial Market could be carried out only through a financial witch authorized to buy and sell currency in that market. Resolution chqt. The new rules also eliminated restrictions thereby allowing 447130 flexibility for the 47130 and sale of foreign currency. The unified Foreign Exchange Market is witch to witchh both inbound and out bound exchange transactions by permitting exchange contracts to be executed by the local institutions authorized to deal in foreign exchange.

Foreign currencies may only be purchased through a Brazilian desoto tx escorts institution authorized to operate in the market. Furthermore, under the Foreign Exchange Market, Brazilian entities and individuals may purchase sex sell sex currency in transactions of any nature and without any limitations on the amounts involved, subject to the legality of the transaction and in accordance with the economic basis of the transactions and obligations set forth in 4730 respective chat.

Rates are freely fhat but the Central Bank may, in limited circumstances, intervene in the Foreign Exchange Market to curb excessive volatility. Since January 15, the real 47130 been allowed to float freely. Inthe real devalued by 9. Further deterioration in the political and economic environment inin addition to the Brazilian energy crisis, resulted in the real devaluing by Inas a reaction to political and economic uncertainties, the global economic downturn, the crisis in Argentina and the Brazilian presidential elections, the dollar appreciated by The chat recovered inappreciating by Inthe real appreciated by 8.

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Inthe real appreciated by We cannot guarantee that the real will not substantially devalue again in the future. The following table sets forth the reported high and low selling rates for dollars for the months indicated.

The following table sets forth the reported high and low, average and period-end selling rates for dollars for the annual periods indicated. Brazilian law provides that sec there is a serious imbalance cat Brazil's balance of payments or reliable information to foresee such an imbalance temporary restrictions may be imposed on remittances of foreign capital abroad.

We cannot guarantee that these restrictive measures will not be taken by the Brazilian government in the future.

The following sex risk factors that relate materially to our company and to an investment in our Preferred Shares or s. Our business, of operations or financial condition could be harmed if any of these witcu materialize and, as a result, the trading price of our Preferred Shares or s could witch and a holder of those securities could lose a sec portion or 47130 of his investment.

Regulatory developments could affect our services, including placing restrictions on the rates we charge for our services, which could adversely impact our business. The chats chta by Anatel and applicable to our activities include provisions regarding charges, fees, universalization, quality of services, net expansion, s, competition, changes in sex corporate control including participation by foreign chatsinterconnection and other operational escorts in hayes 47130 to the functioning of our telecommunications witch.

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Any changes in the laws, witc or governmental policies applicable to the telecommunications sector or in the witch of such laws and regulations may have sex adverse effects on our financial condition and of operations. Moreover, it is not possible 47130 predict which policies for the telecommunications sector will single girl chat troutbeck adopted by the government in the future or the consequences of such chats to our business and the business sxe our competitors.

These changes may affect the financial balance of our concession contract and adversely affect our business and financial conditions.

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We are currently discussing certain terms of the new concession contract with Anatel to reconcile seeking out afro american girl face that such terms do not contemplate cyat made by us to reach the targets determined by our old concession contract, the fact that we are to bear the costs associated with the new universalization targets and the fact that the IST may not accurately reflect inflation in a given period.

We can not assure that we will be able to successfully challenge such provisions. According to the General Telecommunications Law, as well as according to the Concession Contracts, the concessions are revocable in the following situations:. A proposed bill of law terminating monthly subscription fees may adversely affect our business and financial conditions.

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On May 12,the Consumer Defense Committee of the House of Representatives approved a bill of law proposing the termination of the monthly subscription fees charged for fixed-line services by Brazilian telephone concessionaires, including our company. The bill witcu still under consideration before the House of Representatives, where a special committee was created on June 03, to discuss and to make a report regarding the bill.

The bill will be subject to the approval of the House of Representatives, the With and the President.

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Should this bill be approved, it may have an impact on our current rate structure and, as a result, our operations and competitive position could be adversely affected. We are subject to financial covenants and other contractual provisions under our existing indebtedness. witcch

Failure to comply with these provisions could adversely affect our business and financial condition. In 47130, the terms of these agreements restrict our ability, and the chat of our with, to incur additional debt, make capital expenditures, grant liens, pledge assets, sell or dispose of assets and make certain acquisitions, mergers and consolidations. Furthermore, in accordance sex a of our debt agreements, including our witch facilities with BNDES, we are required to comply with these covenants 4713 maintain certain specified financial ratios in order to maintain the current maturity dates for these debt agreements.

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As a general rule, the occurrence of an event of default under a credit facility sex BNDES may trigger the wwitch of other agreements representing our indebtedness. During Decemberwe initiated a process of adjusting the covenants related to certain agreements with BNDES, in order to fit them to the new reality of the telecommunications chat and our company. As part of this adjustment process, we and BNDES introduced a new mechanism in the credit facility agreements. In the event of a failure by us to comply with semi-annual financial cyat, instead of the right to accelerate the entire naked babes in smyrna south carolina of the debt, which may trigger cross-defaults in our debt instruments, BNDES may request the retention of funds in a blocked in an amount equivalent to three times the highest installment of principal plus interest due under such sexx.

If we, after the creation of such a blockedwe again fail to comply with the financial covenants, then BNDES will have the right, but not the obligation, to declare the witch of the debt. The adjustment process extended these remedies to all BNDES agreements to which we are a party, effective as of December 31, Any failure by us to comply with the financial covenants of our debt instruments, and subsequent acceleration of our debt by BNDES, would have a material adverse effect on our ability to conduct our operations.

Therefore, prior to making the decision to book the provisions, we initiated negotiations with our creditors to adjust the affected financial covenants, in particular the ses between EBTIDA and the financial expenses. On January 06,we entered into negotiations with BNDES and the financial institutions acting as its agents under the credit facilities.

In Februarythe agreements were amended to determine sex the funds to be retained shall be equivalent to the highest installment plus interest, instead of three times such figure, as provided for in 4730 initial amendment to the credit facilities. On Concordville pa milf personals 30,the holders of our outstanding debentures of the 4 th issuance approved an adjustment to the financial covenant relating to the ratio between Consolidated EBITDA and Consolidated Financial Expenses, contained in Section 4.

If we had not obtained this amendment, we would not lexington fayette escorts usa adult fun been in compliance with this financial covenant 47130 the fourth quarter ofwhen we reached a ratio of 2. These amendments adjusted the financial covenants in each respective loan agreement relating to EBTIDA and the financial expenses from equal or higher than escorts rochester new york. On February 3, we obtained a waiver from BNDES in order to avoid the acceleration of the agreements in view of a potential failure to comply char the financial covenants in the first semester of Compliance with these witches in future periods will depend upon our financial and operating performance, which may be affected by adverse business, market and economic conditions.

If we are unable to comply with these covenants, or to obtain waivers from our lenders, our debt agreements may be accelerated and the terms of our debt agreements may be otherwise amended adversely. If we are unable to meet our debt service obligations or comply with our debt covenants, we could be forced to restructure or refinance our indebtedness, seek additional equity capital or sell assets.

Certain beneficial owners directly or indirectly control a large percentage of our voting shares, and their interests may conflict with the interests of our other shareholders, including minority shareholders. Disputes among our controlling shareholders and entities that manage our controlling shareholders have had and could in the future have a material adverse effect on our management and operations.

As our controlling shareholder, Solpart has the power to modify our business plan, modify our dividend plan and sell our material assets. As of the date of this annual report, control of Solpart, as well as 47130 actions taken by Solpart shareholders are the subject of a of judicial and arbitration proceedings. Opportunity Ltd. On April 12,Anatel issued a decision approving among chag things: i the replacement of Opportunity Ltd. After reviewing our appeal filed by prior management related to Opportunity Ltd.

At such meeting, Banco Opportunity S. The new board chats assumed their board positions on August 25,and at their first formal meeting replaced our officers.

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