Guadalajara, Jalisco, Mexico, April 3, 2012- Megacable Holdings S. A. B. de C. V. (“Megacable” or “the Company”; BMV MEGA.CPO) announced today that the Company’s Board of Directors, in accordance with Articles 180, 181, 183, 186 and 187 of the Mexican General Corporations Law, Article 28, section IV of the Mexican Securities Market Law and Article 8 and 10 of the Company’s by-laws, invites the Company’s shareholders to a General Ordinary Shareholders’ Meeting at 1:00 pm, on April 26, 2012 at the following location: NH Guadalajara Hotel, located at Sao Paulo Avenue # 2334, Colonia Providencia, Guadalajara, Jalisco to discuss the following:
I. Discussion, approval or modification of the Chief Executive Officer’s report in accordance with Article44, Section XI of Mexican Securities Market Law; and corresponding resolutions.II. The Board of Directors’ comments to the Chief Executive Officer’s report, and corresponding resolutions.
Shareholders that are registered as holding one or more shares and appearing in the Share Registry will be admitted to the Company’s Shareholders’ Meeting; also admitted to the meeting are shareholders that meet the norms per S.D. Indeval Institucion para el Deposito de Valores, S.A. de C.V. (“Indeval”), referring to shares or ordinary shareholder certificates that have said shares as the underlying asset, along with the shareholder listing or ordinary shareholder certificate, listed as the person who will appear as depositor in said registries, as per the terms of Article 290 of Mexican Securities Market Law. In order for shareholders registered in the Share Registry of the Company to gain access to the meeting, (i) they must deposit, or show proof of deposit of shares (or ordinary shareholder certificates with said shares as the underlying asset) at a depositary institution (such as Indeval), with the Secretary of the Board of Directors at the Company’s headquarters, or at a credit institution within Mexico or abroad, and (ii) they should adequately accredit, before the Secretary of the Board of Directors or the designated person, that the corresponding shareholder, or the beneficiary of the deposit in the event of an intermediary or broker contract, meets the requirements referred to in Clauses 5, 8, 9, 19 and other applicable clauses in the Corporate Charter (including nationality). In the event that the individual does not meet the requirements in item (ii) of this paragraph, they will not gain access to the meeting, and consequently lose the voting rights that correspond to their shares.
The deposit of shares (including ordinary shareholder certificates that have said shares as the underlying asset) in the terms of the previous paragraph and the proof of compliance with the stated requirements (including the requirements of nationality referred to in the previous paragraph) must be completed at least five (5) days prior to the Shareholders’ Meeting. If the requirements are met, and the shares are deposited, holders will be given an admission card that will state the number of shares held, the name of the shareholder and the number of corresponding votes. If the deposit is made in a bank, brokerage or any other custodian, a receipt should be presented to the Company also within a minimum of five (5) days in advance of the date of the Shareholders’ Meeting, as evidence in order to receive an admission card to the corresponding Shareholders’ Meeting. The shares and evidence exhibited will be returned after the Shareholders’ Meeting takes place against the safeguards required by the Company.
The people that appeal representation to the Shareholders’ Meeting will be able to confirm their identity through powers authorized in formulas elaborated by the Company, in terms of Article 49, section III of the Mexican market Law.
Following the publication of this announcement, all shareholders and their legal representatives will have free and immediate access to all proxy forms prepared by the Company as per Article 49, section III of the Mexican Securities Market Law, as well as all information and documents related to each of the topics included in the meeting agenda. All proxy forms and documents mentioned above can be requested to the Secretary of the Company’s Board of Directors, whose office is located on Lazaro Cardenas Ave, No. 1694, Col. Del Fresno, Guadalajara, Jalisco, Mexico, between Monday and Friday from 9:00 am to 2:00 pm and 4:00pm to 6:00pm.