We are registered before the Junta Comercial do Rio de Janeiro, JUCERJ, under n. 3330026237-7. According to section 2 of our by-laws, our main corporate purpose is to exercise control of Empresa Brasileira de Telecomunicações S.A.- Embratel, and of its subsidiaries. There are no provisions in our by-laws with respect to (i) a director's power to vote on proposals in which the director is materially interested, (ii) a director's power to vote compensation to him or herself in the absence of an independent quorum, (iii) age limits for retirement of directors, (iv) required shareholding for officer ("diretor") qualification, (v) anti-takeover mechanisms or other procedures designed to delay, defer or prevent changes in our control, or (vi) disclosure of share ownership. On the other hand, Brazilian Corporate Law requires ownership of shares in order for a person to qualify as director ("Conselheiro") of a "Sociedade Anonima", which is our case.

Our issuance of Commercial Paper, and our incurrence of certain material obligations, shall be preceded by approval from our Board of Directors, according to the provisions set forth in section 17 of our by-laws.

Our capital stock is comprised of preferred shares and ordinary shares, all without par value. At December 31, 2000, there were 210,029,997,060 outstanding preferred shares and 124,369,030,532 outstanding ordinary shares. Our share capital may be increased by resolution of the board of directors, up to the limit authorized by the by-laws. Any increase in the authorized capital must be approved by shareholders' vote.

Our preferred shares are non-voting, except under limited circumstances, and are entitled to a preferred, noncumulative dividend, and stand in a senior level compared to our ordinary shares in the case of liquidation. Under the Brazilian Corporate Law, the total number of non-voting shares and of shares with limited voting rights, such as our preferred shares, may not exceed two-thirds of the total number of shares of a company.

The members of our board of directors were elected by our controlling shareholders. Board members, even if elected by one specific shareholder, have fiduciary duties towards us and all of their respective shareholders.