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TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.
CNPJ: 02.558.132/0001-69 - NIRE 35.30000580-2
Publicly-held Company

 

Special Meeting of Shareholders
Call Notice

The shareholders are hereby called to attend the Special Meeting of Shareholders of the company to be held at 02:00 p.m. of August 31, 2005, at the head-office, in Brasília – DF, at Setor Comercial Sul, Quadra 2, Bloco C, nº 226, Edifício Telebrasilia Celular, 7o Andar, Brasília-DF , in order to resolve on the following agenda : (1) to ratify the election of the Board of Directors, Mr. Luis Paulo Reis Cocco, elected by the Board of Directors at a meeting held on 06/18/2005 and Mrs. Luiz Kaufmann, Antonio Gonçalves de Oliveira and Henri Philippe Reichstul, elected by the Board of Directors at a meeting held on 07/28/2005 under the terms of article 16 of the Bylaws; (2) to ratify the wording of article 5 of the Bylaws, as suggested by the Board of Directors at a meeting held on 07/29/2005, which homologated the increase of the capital stock of the company, resulting from capitalization of the credit of the controlling shareholder resulting from use of the tax benefit of goodwill in past fiscal years; (3) to review and resolve on the terms and conditions of the Protocol of Merger and Instrument of Justification related to the merger of Bagon Participações Ltda. into the Company; (4) to become aware of and ratify the appointment made by the management of the appraisal company in charge of preparing the appraisal report related to the net worth of Bagon Participações Ltda. to be merged into the Company; (5) to review and resolve on the appraisal report related to the net worth of Bagon Participações Ltda. to be merged into the Company, and (6) to resolve on the merger of Bagon Participações Ltda. into the Company and the implementation thereof.

GENERAL INSTRUCTIONS:

A) Powers of attorney for representation at the Meetings, as provided for in article 11 of the Bylaws, shall be filed with the head-office, at Setor Comercial Sul, Quadra 2, Bloco C, nº 226, 7o andar, Bairro Asa Sul, CEP 70302-916, Brasília-DF (Legal Department), on business days, Monday to Friday, from 09:00 a.m. until 06:00 p.m., until not later than 02:00 p.m. of August 29, 2005;

B)  Shareholders participating in the Fungible Custody of Registered Shares of the Stock Exchanges and wishing to attend these Meetings will be required to submit an updated statement issued by the custodian of the shares, showing their respective shareholding position; and

C)  Documents and proposals shall be available to the shareholders at the address mentioned in "A" above.

Brasília, August 15, 2005.

Félix Pablo Ivorra Cano
Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 17, 2005