Acquisition of Brasil

Telecom by Telemar Norte

Leste

(TMAR)

April 28, 2008

1

Additional Information and Where to Find It

This presentation is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any shares of Brasil

Telecom

Participações

S.A.

(“BRTP”)

or

Brasil

Telecom

S.A.

(“BRTO”).

The

proposed

tender

offers

for

the

outstanding

common

shares

and

a

portion

of

the

preferred

shares

of

BRTP

and

BRTO

described

in

this

presentation

have

not

commenced.

Any offer to purchase or the solicitation of an offer to sell (1) any preferred shares of BRTP, including the preferred shares underlying

BRTP’s

American

Depositary

Receipts,

(2)

any

preferred

shares

of

BRTO,

including

the

preferred

shares

underlying

BRTO’s

American

Depositary

Receipts,

or

(3)

common

shares

of

BRTP

or

BRTO

will

be

made

only

pursuant

to

offers

to

purchase

and

related

materials

that

Telemar

Norte

Leste

S.A.

(“TMAR”)

intends

to

file

with

the

U.S.

Securities

and

Exchange

Commission

(the

“Commission”)

upon

commencement

of

these

offers.

TMAR urges shareholders who are eligible to participate in any of these tender offers to carefully read the offers to

purchase and related materials relating to the offer or offers in which they are eligible to participate when they become

available

and

prior

to

making

any

decisions

with

respect

to

that

tender

offer

as

these

documents

will

contain

important

information about that tender offer.

Following the filing with the Commission of (1) the offers to purchase and related materials relating to the offers for the common shares

and/or the preferred shares of BRTP and/or BRTO, or (2) any other tender offer materials related to the offers for the common shares

and/or

the

preferred

shares

of

BRTP

and/or

BRTO,

shareholders

of

BRTP

and

BRTO

will

be

able

to

obtain

the

filed

documents

free

of

charge

on

the

Commission’s

website

at

www.sec.gov

or

from

TMAR.

This presentation is also being made in respect of (1) the proposed merger (incorporação) of BRTP with and into BRTO, and (2) the

proposed merger (incorporação) of BRTO with and into TMAR.  In connection with the proposed merger of BRTP with and into BRTO,

TMAR plans to cause BRTO to file with the Commission (1) a registration statement on Form F-4, containing a prospectus which will be

mailed to the shareholders of BRTP, and (2) other documents regarding this proposed merger.  In connection with the proposed merger

of BRTO with and into TMAR, TMAR plans to file with the Commission (1) a registration statement on Form F-4, containing a prospectus

which will be mailed to the shareholders of BRTO, and (2) other documents regarding the proposed merger.  TMAR urges investors and

security holders to carefully read the relevant prospectus and other relevant materials when they become available as they will contain

important

information

about

the

proposed

mergers.

Investors

and

security

holders

will

be

able

to

obtain

the

documents

filed

with

the

Commission

regarding

the

proposed

mergers,

when

available,

free

of

charge

on

the

Commission’s

website

at

www.sec.gov

or

from

TMAR.

Agenda

2

Restructuring of Telemar Participações

3

Rationale of the Acquisition 

5

Proposed Transaction                 

17

3

Ownership Restructuring -

Telemar Participações

*

Oi employees’

pension fund. ** Pension funds: Previ, Petros, Funcef, FASS and Telos

Current

Ownership

Total

FASS –

Fundação Atlântico*

3

Subtotal

BNDESPAR

4

FIAGO**

5

ALUTRENS

6

ASSECA

7

LEXPART

8

2

1

LF TELECOM

AG TELECOM

% ONs

100.00

4.00

24.55

25.00

19.90

10.00

10.275

10.275

10.275

10.275

AG TELECOM

1

LF TELECOM

2

FASS –

Fundação Atlântico*

3

Subtotal

BNDESPAR

4

Post Restructuring

Ownership

Total

PREVI

5

PETROS

6

FUNCEF

7

19.34

19.34

11.50

50.18

% ONs

100.00

16.86

12.96

10.00

10.00

4

Agenda

4

Restructuring of Telemar Participações

Rationale of the Acquisition

Proposed Transaction

3

5

17

5

110

Source:

Companies’

press releases; Company analysis.

Objective: To create a multinational telecom company, with

Latin America coverage and over 110 million clients

Oi (TMAR)

BrasilTelecom(BrT)

Oi + Brasil Telecom

+

=

Brazil

Abroad

Total

Current

Million, Dec/07

Fixed-Line

Services

Mobile

Services

Broadband

Pay-TV

3.1

0.0

6

1.5

1.6

31.8

13.9

45.7

All segments

In 5 years

Million

38

22

30

8

12

Oi

BrT

Oi+BrT

Number of Clients

14.2

16.0

8.0

4.3

22.2

20.3

6

*

% not significant (<1%).

The acquisition will have no significant effect on fixed-line

market concentration

Local Fixed

ILD

Mobile

NLD –

inter-

regional

Corporate data

NLD –

intra-

regional

88%

*%

Brazil

88%

*%

86%

86%

57%

1%

58%

*%

64%

64%

79%

*%

79%

*%

86%

86%

39%

1%

40%

*%

37%

37%

29%

0%

29%

0%

13%

13%

37%

2%

39%

4%

43%

47%

Creation of new national players

Region I

Brazil

Region II

National presence (Oi and BrT)

7

14.8

8.6

17.6

12.5

11.2

9.2

0.5

2.8

12.8

1.4

Em-

bratel

Net

Telesp

Vivo

20.5

29.3

Oi

BrT

Claro

Current

Announced

Acquisitions

41.5

TIM

154.3

50.0

17.6

11.2

31.3

0.5

84.4

1.4

Brazilian

Group

Spanish

Group

Mexican

Group

America

Movill

Telmex

Telefo-

nica

81.3

29.3

Oi

BrT

240.1

TI

Global

Brazil

Source:

Companies’

financial statements.

With

the

acquisition

of

BrT,

Oi’s

size

would

be

comparable

to

that

of

its

competitors

in

Brazil

Net Revenues in 2007

R$ billion

Net revenues in 2007

R$ billion

Current

Announced

Acquisitions

Brazilian

Group

Spanish

Group

Mexican

Group

Telemig

Amaz.

Telemig

Amazônia

8

Backbone

Oi

+ BRT

In

the

market

for

domestic

corporate

networks,

there

will

finally

be

a

player

with

domestic

backbone

comparable

to

that

of

Embratel

Embratel

•

23 state capitals

•

Covers all 30 most populated cities

Oi

•

18 state capitals

•

26 of 30 most populated cities

Brasil Telecom

•

12 state capitals

•

17 of 30 most populated cities

•

23 state capitals

•

29 of the 30 most

populated cities

TOTAL

Oi +BRT

Backbone

Embratel

Hispamar

Satellite

+

Venezuela

USA

French

Guiana

Uruguai

Argentina

USA

Africa &

Portugal

+ 4 satellites

9

In terms of mobile network, the acquisition of BrT places Oi

as

the

4 

largest

player

with

national

coverage,

with

current

market share of 17.9% in Brazil and significant growth opportunities

Market

Share

25.8%

25.0%

56.7%

Vivo

+

TIM

+

27.7%

3.2%

30.9%

=

+

13.2%

3.5%

1.2%

17.9%

=

+

Position

as of

december

31, 2007

th

10

Telecom

is

a

scale

business

due

to

rapid

technological

changes

and

its

capital-intensive

nature,

and

consolidations

are

a

natural

trend

Source:

FCC, US Department of Justice, companies, Company analysis

1998

1999

2000

2005

2006

1997

Focus

Local

Local

Local

Local

Local

LD, data

Local

LD, data

Mergers and Acquisitions

Local

Local

Local

LD, data

LD

11

(1) Countries where the four companies work as incumbents; (2) Finland does not have only one incumbent, but the company Telia

Sonera

holds the largest market share in the country.

Source: Ovum, Morgan Stanley, companies, Company analysis

The need for scale has also driven an intense consolidation

movement in the European Market

•

Germany

•

Croatia

•

Hungary

•

Macedonia

•

Montenegro

•

Slovakia

Deutsche

Telekom

•

Spain

•

Czech Republic

•

Italy

Telefónica

•

France

•

Poland

France

Telecom

Presence

of

the

European

major

incumbents

•

Sweden

•

Finland

•

Estonia

•

Lithuania

TeliaSonera

Deutsche

Telekom

Telefónica

France

Telecom

TeliaSonera

2

1

12

In

the

technological

environment,

content

becomes

independent

of

the

distribution

network

via

convergence,

thus

enabling

the

offering

of

integrated packages of services and benefiting the consumer

Original

Scenario

Convergent

Scenario

Fixed/Mobile

telecom

Broadband

Cable TV

Convergent

Network

Service

package

•

Access limited

to the

subscribers of

a specific

service

•

Access to all

services on

any device

Voice (Fixed

and Mobile)

Video

Data

Consumer

Service/ 

product

Device

Distribution

Content

Voice (Fixed

and Mobile)

Video

Data

Fixed and

Mobile

ADSL

Cable, DTH

and MMDS

•

Many

providers for

each user

•

One-stop-

shop

13

45

122

59

38

40

78

226

The strategy of Oi’s main direct competitors in Brazil also contemplates

growth via consolidation

Spanish Group

–

Accesses

million

2001

2007

Countries where the

Spanish Group was

present as of 2001

New markets

Spanish Group –

Market Value

EUR billion

2001

2007

Spain

57

154

Mexican Group –

Accesses

million

68

110

31

9

40

178

2001

2007

Mexico

New markets

Mexican Group –

Market Value

MEX billion

2001

2007

143

28

Source: Company site and

Company

analysis

14

13.9

9.0

22.9

The

merger

between

Oi

and

BrT

creates

a

company

that

will

be

the

30

th

largest telecom operator worldwide

1 Market

Values

of

the

operating

companies

(TMAR

and

BRTO)

as

of

03/31/08;

considering USD PTAX of the same day (R$1.7491)

2 Market Values as of 03/31/08

3 Market Value obtained by the simple sum of Oi+BrT

values

Source: Morgan Stanley, companies’

website and Company analysis

Oi and BrT -

Market Value  and Global

Telecom Ranking

US$ billion

Largest telecom operators by Market

Value

Position in Global Ranking

Oi

BrT

39

th

48

th

30

th

Before

After

12.6

PLDT

43

9.0

BrT

48

9.1

Advanced

Info

Service

47

14.4

TELUS Corp

38

9.9

Telekom

Austria

46

11.5

Telekom

Malaysia

45

12.4

Telesp

44

13.6

Portugal Telecom

41

13.9

KT Corp

40

14.6

OTE Hellenic

37

18.2

Turkcell

34

18.8

Swisscom

32

19.9

PT Telekomunikasi

30

24.1

Bouygues

29

26.7

Rogers

Com

27

28.2

China Unicom

26

13.9

Oi

39

13.6

TPSA

42

29.0

BCE Inc.

25

24.1

Chunghwa

28

19.3

China Netcom

31

18.4

Sprint

Nextel

33

16.1

Belgacom

35

15.9

SK Telecom

36

#

Company

(US$ bi)

101.2

Verizon

6

30.5

KDDI

24

32.8

KPN

21

32.9

MTN Group

20

34.1

Telenor

19

37.4

Telmex

17

38.2

Bharti

15

45.8

Singapore

Telecom

13

51.7

Telstra

Corporation

12

67.7

NTT DoCoMo

9

34.6

TeliaSonera

18

31.6

Vimpelcom

22

31.0

Mobile TeleSystems

23

159.4

Vodafone

3

139.4

Telefonica

4

110.7

America Movil

5

97.2

France

Telecom

7

77.1

Deutsche

Telekom

7

62.6

NTT

10

53.6

China Telecom

11

41.9

Telecom Italia

14

37.4

BT Group

plc

16

2

1

#

AT&T

China Mobile

Company

226.0

330.3

(US$ bi)

Oi + BrT

3

1

2

15

In summary, the combination of Oi and BrT is positive to all

stakeholders (society, government, shareholders and resulting

company)

•

Irrelevant impact

on market concentration;

•

Creation

of

another

competitor

with

national

coverage;

•

Significant

efficiencies

in

the

value

chain;

and

…

The arguments that supported the imposition of legal

impediments to the combination are no longer valid

16

Agenda

16

Restructuring of Telemar Participações

3

Rationale of the Acquisition 

5

Proposed Transaction                 

17

17

Simplified Structure of the Acquisition of Brasil

Telecom

•

TMAR contracts a Commission Agent to purchase Invitel

Step 1

•

TMAR acquires Invitel

Step 5

•

Merger

(“Incorporação”)

of

Invitel

into

Brasil

Telecom

Participações

Step 7

•

Merger

(“Incorporação”)

of

Brasil

Telecom

Participações

into

Brasil

Telecom

Step 8

Regulatory approval

(ANATEL and CADE)

•

Brasil

Telecom

share

exchange

(“Incorporação

de

Ações”)

into

TMAR

Step 9

•

TMAR

makes

a

voluntary

tender

offer

for

1/3

of

the

free-float

of

preferred

shares

of

Brasil

Telecom

Participações

and

Brasil

Telecom: BRTP4 (R$30.47) and BRTO4 (R$23.42)

Step 3

•

Commission

Agent

transfers

the

“right

to

purchase”

Invitel

share

to

TMAR

Step 4

•

TMAR releases Material Fact with details of the operation

Step 2

•

TMAR

makes

the

tag-along

tender

offer

for

common

shares

held

by

Brasil

Telecom

Participações

and

Brasil

Telecom

minority

shareholders: BRTP3 (R$57.85) and BRTO3 (R$54.31)

Step 6

18

Additional information about mergers, voluntary tender offers and

tag-along tender offers

NOTE: BRTP3/4: Brasil Telecom Participações ON/PN; BRTO3/4: Brasil Telecom S.A. ON/PN; TMAR3/5: Telemar Norte Leste ON/PNA; 1) Volume weighted average  share

prices

(VWAP)

for

each

of

the

class

of

shares

on

the

Bovespa,

for

90

days

ending

April

23,

2008.

TMAR3

and

TMAR5

adjusted

by

extraordinary

dividends

of

R$15.5494

and

R$17.1045 respectively

Source: Economática

Average Prices

Exchange Ratios

Step 8

Step 9

Tender Offer Prices

Tag-along tender offer

BRTP3:

R$   57.85

BRTO3:

R$   54.31

BRTP3

1.2200534

BRTO3

0.4137146

TMAR3

BRTP4

0.1729971

BRTO3

0.4137146

TMAR3

0.9106649

BRTO4

0.2530852

TMAR5

Direct

Relations BRP

vs

Oi

(TMAR)

BRTP

BRTO

Oi

(TMAR)

Ratios

Ratios

Voluntary tender offer:

BRTP4:

R$   30.47

BRTO4:

R$   23.42

BRTP3:

R$   48.6234

BRTP4:

R$   22.9818

BRTO3:

R$   39.8535

BRTO4:

R$   17.6654

TMAR3:

R$   96.3309

TMAR5:

R$   69.8002

0.5047539

0.0715714

0.2304758

1

19

Value of the Controlling Price: Market based

•

The value of BrT control acquisition should be analyzed through the comparison of the price

paid per share with the controlling price implicit in the market

Price paid for the controlling BRTP3 share (ON)

Hypothesis (a): BRTP3 Prices on April 23, 2008

–

Implicit premium for the controlling shares:

+25% (art. 254-A of Law 6,404

of December 15, 1976) –

80% Tag-along

–

Implicit price for the controlling BRTP3 shares (R$50.50/0.80)

–

Premium of the acquisition price as compared to the implicit controlling

BRTP3 shares in the market

Hypothesis (b): 90-day average of BRTP3 prices, ended April 23, 2008

–

Implicit premium for the controlling BRTP3 shares: +25% (art. 254-A of

Law 6,404 of December 15, 1976) –

80% Tag-along

–

Implicit price for the controlling BRTP3 shares (R$48.62/0.80)

–

Premium of the acquisition price as compared to the implicit controlling

BRTP3 shares in the market

R$72.31

R$50.50

R$63.13

+14.5%

R$48.62

R$60.78

+19.0%

20

Evolution of Corporate Structure

Current Situation

Transition Situation     

(ANATEL approval)

Situation after

Acquisitions and Mergers

Telemar Norte

Leste

S.A. (TMAR)

Techold

BRTP

BRTO

BrT GSM

Telemar Norte

Leste

S.A. (TMAR)

BRTO

100%

100%

TmarPart

Telemar Norte

Leste

S.A. (TMAR)

TNLP (TNE)

TNLP (TNE)

TmarPart

TmarPart

TNLP (TNE)

BrT GSM

21

Q & A

22

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

Rua

Humberto

de

Campos, 425 / 7th floor

Leblon

-

Rio de Janeiro -

RJ

E-mail: invest@oi.net.br

Visit our website:

www.oi.com.br/ir

55 21 3131-1315

Cristiana Ortigão

IR Contacts

55 21 3131-1317

Lívia

Guimarães

55 21 3131-1316

Bernardo Guttmann

55 21 3131-1314

Carolina Gava Silveira

55 21 3131-1211

Roberto Terziani