Exhibit 99.2

  

TELE NORDESTE CELULAR  PARTICIPAÇÕES S.A. 

CNPJ/MF n°02.558.158/0001-18NIRE 2630001109-3Publicly HeldCorporation 

 

MINUTES OF THE MEETINGOF THE BOARD OF DIRECTORS 

 

**DATE, TIME ANDPLACE**: July 19, 2004, at 11:00 a.m., the members of the board of directorsof TELE NORDESTE CELULAR PARTICIPAÇÕES S.A. (the “Company”), metin the City of São Paulo, State of São Paulo, at Alameda Santos, 1940,15th floor. **PARTICIPANTS**: the board members Isaac SelimSutton, Franco Bertone and Mario Cesar Pereira de Araujo. Also present the members of theAudit Committee of the Company Messrs. Antônio Audelino Correa Filho, Celso ClementeGiacometti, Josino de Almeida Fonseca and José Carlos de Brito. Also present theChief Financial Officer and investor Relations Officer Mr. Walmir Kesseli.**PANEL**:****Appointed Mr. Mario Cesar Pereira de Araujo asChairman of the Meeting and Mr. Fabiano Gallo as Secretary. Verified the legal quorum andfulfilled the usual formalities, the meeting was installed and the agenda read aloud.**DELIBERATIONS**: After discussion of the items of the agenda, themembers of the Board of Directors decided, by unanimous vote and without reservations,**(1)**to approve the Financial Statements of the Company of June 30, 2004, audited byErnst & Young Auditores Independentes S.S., and that shall be kept on file at theCompany’s headquarters, **(2)** to authorize the Officers to sign the finalversion of the agreement of merger of the Company by TELE CELULAR SULPARTICIPAÇÕES S.A., on the terms of the draft which complements and adjuststhe agreement of merger executed on May 31, 2004, and which reflects the results of theappraisal reports prepared by ACAL Consultoria e Auditoria S.S. (appraisals based on bookvalue and book value adjusted to market of the Company and of TELE CELULAR SULPARTICIPAÇÕES S.A.), said final version of agreement of merger to be filedat the Company’s headquarters. The exchange ratio for replacement of the shares ofthe Company by shares of TELE CELULAR SUL PARTICIPAÇÕES S.A. was approvedwithout reservations, and the officers were authorized to perform all acts necessary tothe perfection of the merger at hand, after the transaction has been approved by theCompany’s Shareholders’ Meeting; **(3)**in view of the approval of item (2)of the agenda, and considering the provisions of § 4 of art. 157 of Lei no6.404/76 and of CVM Instruction no. 319/99, the members of the Board approved the text ofthe second Relevant Fact Notice relating to the merger of the Company into TELE CELULARSUL PARTICIPAÇÕES S.A., a draft of which shall be filed at theCompany’s headquarters. The text hereby approved complements the Relevant Fact Noticepublished by the Company on June 1, 2004; **(4)**to proceed with the mergertransaction, the members of the Board approved the calling of a Special Shareholders’Meeting of the Company to review the merger and to deliberate on other issues of interestto the Company, such Special Shareholders’ Meeting to be held, on first call onAugust 19, 2004, at 10:00 a.m., and, finally, **(5)** to approve the negotiations inconnection with the Profits Participation Program (“PPR”), the Joint EmployerAgreement of 2003/2004 and the Compensation of Working Hours Program carried out by theOfficers of the Company with the following institutions: Union of Workers inTelecommunications Companies in Pernambuco (“Sindicato dos Trabalhadores das Empresasde Telecomunicações de Pernambuco — SINTTEL/PE”) and InterstateFederation of Workers in the Telecommunications Industry (“FederaçãoInterestadual dos Trabalhadores em Telecomunicações – FITTEL”),all in accordance with the documents made available by the Officers of the Company, whichwere also approved.**CLOSING AND DRAFTING OF MINUTES**: Since there wereno further issues to address, the meeting was closed and suspended for the time necessaryto prepare these minutes, which, following the reopening of the meeting was read, approvedand signed by the Board Members present. 

São Paulo, July19, 2004. 

 

| Mario Cesar Pereira de Araujo        Chairman  of the Board | Franco Bertone    Board Member |
|-------------------------------------------------------------|--------------------------------|
|                                                             |                                |
| Isaac Selim Sutton    Board Member                          | Fabiano Gallo    Secretary     |