TRUST AGREEMENT ENTERED INTO, ON THE ONE HAND, ASFIRST TRUSTOR, WHICH WILL BE HENCEFORWARD NAMED AS THE “FIRST TRUSTOR’’, BY MR. EMILIO AZCARRAGA MILMO, REPRESENTED BY MR. JULIO BARBA HURTADO, ATTORNEY AT LAW, AND ON THE OTHER, AS TRUSTEE, BY “NACIONAL FINANCIERA, S.N.C.”, WHICH HENCEFORWARD WILL BE KNOWN AS THE “TRUSTEE” REPRESENTED BY ________________, THE PRESENT AGREEMENT IS ENTERED INTO WITH THE APPEARANCE OF THE COMPANY NAMED “GRUPO TELEVISA, S.A.”, HENCEFORWARDG-TELEVISA, REPRESENTED BY ____________, THE PARTIES GRANT WHAT IS RECORDED ACCORDING TO THE FOLLOWING STATEMENTS AND CLAUSES:
S T A T E M E N T S
| I. | TheFIRST TRUSTOR states: |
| a) | That he is a Mexican citizen in full exercise of his rights and that he has the legal capacity to enter into the present agreement and that the representation that Mr. Julio Barba Hurtado, Attorney at Law, has, is certified in public deed number ________, drawn up before the certification of Mr. ________________ Attorney at Law, Public Notary __________ of the Federal District and that his power has not been limited or revoked on the date of the granting of this deed. |
| b) | That he is a shareholder ofG-TELEVISA, and by that virtue, he is a holder of “A” Series shares representing the capital stock of such company. |
| c) | That the shares which represent the capital stock ofG-Televisa, are registered in the National Registry of Securities and Brokers, Securities Section of the National Commission of Securities (Comisión Nacional de Valores) and in the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.) where they are quoted and traded. |
| d) | That G-TELEVISA’sshareholders in a General Extraordinary Shareholders Meeting, and in a Special Shareholders Meeting of “L” Shares, which will be held on December ___, 1993, shall approve the following proposals: |
| 1.- | To issue premium dividend and limited voting shares to form a series which will be named Series “D” or “Dividend Premium”; |
| 2.- | To reorganize the series of shares which represent the capital stock, with the purpose of increasing the number of outstanding shares through the issue of new shares and corresponding exchange of three new shares for each presently outstanding share; |
| 3.- | That in exchange for each currently outstanding Series “A” or Series “L” share, three shares shall be delivered to their holders; |
| 4.- | That the three shares to be delivered in exchange for each outstanding share shall be: one Series “A” share, one Series “D” Share and one Series “L” Share; except in the case of 81,885,000 Series “A” shares, held by Grupo Televicentro, S.A. de C.V., with respect to which three Series “A” shares shall be exchanged for each Series “A” Share, for a total of 245,655,000 Series “A” Shares (the “Control Position”); |
| 5.- | That, once the new shares are issued, they shall be represented by a single and indivisible title, (hereinafter theTITLE), which evidences one Series “A” share, one Series “D” share and one Series “L” share of the capital stock ofG-TELEVISA; |
| 6.- | That each representativeTITLE of shares may be deposited in trust for an irrevocable term which will not be less than ten years; |
| 7.- | That the purpose of suchTRUST will be, among others, to issue non-redeemable ordinary participation certificates (hereinafter theCERTIFICATESor “CPOs”); representing shares of the Company committed to the trust; |
| 8.- | That eachCERTIFICATE which is issued through suchTRUSTEE, will grant its holder the right to an undivided interest in the shares deposited in trust, equivalent to oneTITLErepresenting one Series “A” share, one Series “D” share and one Series “L” share; |
| 9.- | That the shareholders who put their shares in such trust will receive oneCERTIFICATE for eachTITLE representative of three shares in the aforementioned form; |
| 10.- | That another purpose of theTRUST is to favor that the different series shares in which the capital stock ofG-TELEVISA will be divided, quote in identical conditions in the national stock exchange and in the international stock exchange through theCERTIFICATES; |
| 11.- | ThatG-TELEVISA will keep in the nominative shares register book, an account and registration of theTITLESthat are so issued and outstanding; |
| 12.- | That the foreign investors who at present hold Series “L” shares, in exchange for the certificates which represent the Series “L” shares, receive aCERTIFICATEof those which are issued by theTRUSTEE. AccordinglyG-TELEVISAshall previously deliver to theTRUSTEE, directly or through an authorized institution for the deposit of securities, theTITLES each of which evidences one of each one of the Series “A”, “D” and “L” shares. |
| 13.- | That theCERTIFICATES which are issued through theTRUST, will confer to their holders the following rights: |
| i) | EachCERTIFICATE will represent for its holder the right to the property of oneTITLE, which in turn evidences three ofG-TELEVISA’s shares, one Series “A” Share, one Series “D” share, one Series “L” share, plus the shares of the same company which each one of them may be entitled to receive due to stock dividends. |
| ii) | EachCERTIFICATE will grant its holder the right to receive the dividends in cash which correspond to the shares which it represents. |
| iii) | The MexicanCERTIFICATES’ holders will be entitled to instruct theTRUSTEEso that it appoints a proxy, who exercises the voting rights which correspond to the shares deposited in trust, according to the instructions that such holders directly give to the proxy.CERTIFICATE holders who are non-Mexican nationals will have such voting rights with respect to Series “L” shares evidenced by theCERTIFICATESin question, and regarding the Series “A” and “D” shares, theTRUSTEEwill vote in the same manner as the majority of the outstanding Series “A” and “D”shares, respectively, held by Mexican nationals (directly or through CPOs) are voted. |
| iv) | The holders will be entitled to instruct theTRUSTEE of theCERTIFICATES, to the extent permitted by applicable law, about the subscription of capital stock, when exercising their pre-emptive rights or when otherwise subscribing for shares, provided that they provide the necessary funds in the form and terms established in the By-laws. |
| v) | After a ten years term has elapsed from the date on which the restructuring ofG-TELEVISA’s capital stock has bean consummated (the “Tenth Anniversary”), the Mexican nationals, holders ofCERTIFICATES; will be able to receive the shares deposited in trust by exchanging theCERTIFICATES which represent them. Foreigners, through previous delivery of theCERTIFICATES and payment of the necessary fees, in the form and terms established in the By-laws, will be able to instruct theTRUSTEE to request fromG-TELEVISA the issue of titles for each series of shares, so that suchTRUSTEEtransfers their ownership to a legally qualified person to acquire them, according to the indication of the holder of the correspondingCERTIFICATE, giving him, in due course, the product of the transfer after expenses and taxes are deducted. TheTRUSTEEwill learn the nationality of the holders of Certificates based upon the information of the brokers which it receives from the institution for the deposit of shares. |
| e) | That with the purpose of carrying out the exchange of his own shares ofG-TELEVISAand that other shareholders carry out the same, he appears to enter into the present agreement. |
| f) | ThatG-TELEVISA requested and obtained from the Ministry of Commerce and Industrial Promotion and from the National Commission of Securities, authorization for the constitution of the present trust and so that theCERTIFICATESwhich are issued under it, are registered at the Securities Section of the National Registry of Securities and Brokers and at the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.) and quote in it and in other stock exchanges. |
The documents issued by both Institutions are enclosed to be a part of the present agreement, under numbers 1 and 2 respectively.
| a) | That it is a National Credit Institution which is ruled by the ordinances of its own Organic Law. |
| b) | That it is legally qualified to act as TRUSTEE, therefore it agrees to receive the assignment that is given to it through this act. |
| c) | That according to sub-sub-paragraph b) of section XIX of article 106 of the Credit Institutions Law, it unequivocally informed theFIRST TRUSTOR about the contents and legal significances of such provision, which is written in clause Twenty-Sixth of this Agreement. |
Due to what has been expounded, the parties grant the following:
C L A U S E S
FIRST.- CONSTITUTION.-The FIRST TRUSTOR and theTRUSTEE agree to enter into the present agreement, by virtue or which the first one constitutes a Trust to carry out the purposes which are henceforward established, by virtue of which he places in trust the assets which are hereinafter identified.
SECOND.- PARTIES.- The following are parties to this Trust:
FIRST TRUSTOR:EMILIO AZCARRAGA MILMO.
SECOND TRUSTOR: Individuals, corporate entitiesor other entities, either Mexican nationals, or foreigners, that after the constitution of this Trust, deposit in it one or more ofG-TELEVISA’s shares, for the purpose of receivingCERTIFICATES which are issued according to this Agreement.
TRUSTEE:NACIONAL FINANCIERA, S.N.C.
BENEFICIARIES: TheFIRST TRUSTORand the Beneficiaries with the purpose of receivingCERTIFICATES, one for eachTITLE which represents three shares which are deposited in Trust, understanding that eachCERTIFICATEwhich they receive will evidence oneTITLE which represents three ofG-TELEVISA’s shares, one “A” share, one “D” share and one “L” share, once theTRUSTEEhas carried out the corresponding exchange of the share contributed by theFIRST TRUSTOR and/or the Beneficiaries.
| | Mexican investors and individuals, corporate entities or economic entities, foreigners or individuals, corporate entities or other entities can be beneficiaries pursuant to article 2Q, of the Law to Promote Mexican Investment and Regulate the Foreign Investment. |
THIRD. DESIGNATION OF SECOND TRUSTOR.- The persons that after the subscription of this agreement, join the agreement which is contained in it through the contribution of shares to the Trust; by that sole fact they will be subject to the provisions herein determined.
FOURTH.- TRUST EQUITY.- The equity of this Trust will consist of:
| 1.- | One ofG-TELEVISA’sSeries “A”shares, which through this agreement is contributed by theFIRST TRUSTOR. |
| 2.- | Series “A”, Series “L” and Series “D”shares which the SecondTrustor contribute. |
| 3.- | Series “A”, Series “D” and Series “L” shares which theTRUSTEEreceives through an exchange which is done by the Institution for the Deposit of Securities, of those contributed by theFIRST TRUSTORor by theSECONDTRUSTOR. |
| 4.- | The shares theTRUSTEE receives by subscription of the capital stock, according to the By-laws and as long as it timely receives from the holders of certificates the necessary funds. |
| 5.- | The shares the Trustee receives from payment of dividends in kind. |
FIFTH.- PURPOSES.- The purpose of this Trust is to constitute a mechanism of implementation of the agreements to which sub-sub-paragraph d) of number I. in the chapter of declarations of this agreement makes reference.
For such purpose, theTRUSTEE will carry out the following activities:
| 1.- | It will receive and keep in trust until at least the Tenth Anniversary, the sharesG-TELEVISA contributed by theFIRST TRUSTOR and theSECOND BENEFICIARIES. |
| 2.- | TheTRUSTEEwill proceed, in due course, to the exchange by means of the Institution for the deposit of securities, of the Series “A” and Series “L” shares which are deposited in trust,including the Series “A” share deposited by theFIRST TRUSTOR, to receive, for each one of them, three shares-one Series “A” share, one Series “D” share and one Series “L” share. |
| 3.- | Supported by the new Series “A” , Series “D” and Series “L” shares, received by contribution of a Beneficiary, through exchange, or received directly from the Companyby virtue of being related to shares previously issued to foreigners, theTRUSTEEwill proceed to carry out an issue of ordinary participation certificates. |
| 4.- | TheTRUSTEEwill carry out the issue of ordinary participation certificates, in the amounts and upon the terms and conditions stipulated by the Technical Committee, according to the following: |
| i) | EachCERTIFICATE will represent for its holder the right to the property of aTITLE, which in turn evidences three ofG-TELEVISA’sshares , one Series “A” share, one Series “D” share, and oneSeries “L” share, plus shares of the Company which each one of them may be entitled to receive due to stock dividends. |
| ii) | EachCERTIFICATE will grant to its holder the right to receive the dividends which correspond to the shares it represents. |
| iii) | Mexican holders ofCERTIFICATESwill be able to instruct theTRUSTEEto appoint a proxy, who will be able to exercise the voting rights which correspond to the shares deposited in trust, according to the instructions that such holders directly give to the proxy. The holders ofCERTIFICATES which are not Mexican nationals will have the such rights, as regards Series “L” shares evidenced by the mentionedCERTIFICATES, and regarding Series “A” and “D” shares, theTRUSTEE will vote such shares in the same manner as a majority of the outstanding “A” and “D” shares, respectively, held by Mexican nationals, are voted. |
| iv) | The holders ofCERTIFICATES, will be able to instruct the “TRUSTEE, to the extent permitted by applicable law and according to the By-laws, about the subscription of capital stock, when exercising their pre-emptive rights or when otherwise subscribing for shares; provided that they provide the necessary funds. |
| v) | After the Tenth Anniversary of the restructuring ofG-TELEVISA’s capital stock, the MexicanCERTIFICATES holders will be able to receive the shares deposited in trust by exchanging theCERTIFICATEorCERTIFICATESwhich represent them. The holders who are not Mexican nationals, after the delivery of theCERTIFICATESand payment of the necessary funds and according to what is determined by the By-laws, will be able to instruct theTRUSTEE to request fromG-TELEVISAthe issue of titles for each series of shares, so that suchTRUSTEEtransfers the ownership of the shares to the legally capable person to acquire them, according to the indication of the holder of the correspondingCERTIFICATE, giving this holder, in due course, the product of the transfer, once expenses and taxes are deducted. TheTRUSTEEwill learn the nationality of the holders ofCERTIFICATES based upon the information of the brokers who receive it from the institution which has the deposited shares. |
SIXTH.- ISSUE.- After obtaining the corresponding authorizations, theTRUSTEE will issue theCERTIFICATES in an equal number to the total of the new shares issued byG-TELEVISA which theTRUSTEE receives divided by three.
SEVENTH.- PLACING.- TheTRUSTEE will placeCERTIFICATESin equal number to that of theTITLES which are deposited in trust.
THE TRUSTEE will make as many placings ofCERTIFICATES as it may be necessary with an invariable back up of the income of shares to the equity of theTRUSTEE on the corresponding issue.
EIGHTH.- COMMON FUND.- The shares which are committed in trust will form the common fund of the issue of theCERTIFICATES, eachCERTIFICATE representing only oneTITLE, which in turn stands for three shares--one Series “A”, one Series “D” and one Series “L” share.
NINTH.-Upon any change in par value, split-up, consolidation or any other reclassification of the A Shares, L Shares and D Shares, or upon any merger or consolidation affecting the Company, theCPO TRUSTEE shall determine whether to execute and deliver additional CPOs representing any securities that shall be received by the CPO Trustee in exchange for, in conversion of, or in respect of, the A Shares, L Shares and D Shares held in the CPO Trust, or call for the surrender of outstanding CPOs, to be exchanged for new CPOs, and shall determine, in each case, any required amendments to be made to the CPO Trust Agreement, the CPO Deed. If as a result of a redemption of the A Shares, L Shares and D Shares the A Shares, L Shares and D Shares held in the CPO Trust are called for redemption, theCPO TRUSTEE will, in accordance with the instructions of the CPO Technical Committee (as hereinafter defined), determine, in any manner deemed to be equitable and practicable by such CPO Technical Committee, the CPOs that are to be redeemed (in a number equal to the number of A Shares, L Shares and D Shares held in the CPO Trust so called for redemption), and pay the holders of such CPOs their proportionate share of the consideration paid by the Company in respect thereof.
The assets deposited in trust will form a group subject to distribution among theCERTIFICATES holders, only in case the structure ofG-TELEVISA’s capital stock is modified in such a way that it will not be possible to correlate in whole numbers the shares deposited in trust with the new structure. In this case, theTRUSTEE with the agreement of the Commonrepresentative of the holders of theCERTIFICATES, will determine the form and terms of the distribution to their benefit.
TENTH.-HOLDERS.- Mexican nationals and Non-Mexican nationalsindividuals, corporations and other entities, will be able to acquire theCERTIFICATESwhich are issued under this Trust. In both cases they can act on their own behalf or that of third parties.
In case any foreigner, either at present or in the future, is holder of one or severalCERTIFICATES, it will be considered that it is neutral investment which will not be computed for the purpose of determining the amount and proportion of the participation of foreign investors in the capital stock, according to the terms determined by General Resolution Number Three which establishes special criteria and mechanisms for the application of several ordinances of the Regulations of the Law to Promote Foreign Investment.
ELEVENTH.- TITLES.-TheCERTIFICATEStheTRUSTEEissues will be able to be evidenced by one or several titles, which represent one or severalCERTIFICATES.
TWELFTH.- DEPOSIT.- The title or titles which represent theCERTIFICATESwill be deposited, in some company authorized by the Ministry of Treasury and Public Credit to act as institution for the deposit of securities according to the terms of the law in force.
The institution for the deposit of securities will open as many accounts, as it deems necessary to credit the Trustors, an equal number ofCERTIFICATES issued by theTRUSTEE, in respect ofTITLES which represent one Series “A” share, one Series “L” share and one Series “D” share which representG-TELEVISA’scapital stock, had they put them in trust on their own behalf or that of third parties.
TheTRUSTEE will agree with the depositary institution of theTITLESand theCERTIFICATES, that such institution will notify the brokers at the stock exchange, the Mexican Stock Exchange, the National Securities Commission and theTRUSTEE, at the close of each working day, regarding the number ofCERTIFICATES they have transferred on their own behalf, or on behalf of their clients, and also the number ofTITLESwhich represent three shares, one Series “A” share, one Series “L” share and one Series “D” share which represent the capital stock ofG-TELEVISA, which have been deposited with theTRUSTEE through the deposit of theCERTIFICATES. The Institution for the deposit of securities must deliver the corresponding account status to theTRUSTEE at the latest the following working day after the operation is carried out.
Such depositary institution shall assume the responsibility of implanting the necessary control measures, with the purpose that at all times the relationship of oneTITLE is kept. ThisTITLE, in turn stands for three shares in the form mentioned in the preceding paragraph, for each placedCERTIFICATE, and always takes actions to provide that for no reason whatsoever shall the number of outstandingCERTIFICATES surpass the authorized amount of the issue.
THIRTEENTH.-CASH DIVIDENDS.- TheTRUSTEE will deliver to the holders of theCERTIFICATES the dividends in cash which correspond to the shares committed in trust, in each case in the same currency in which they were received. For these effects it will be understood that theTRUSTEEhas carried out its assignment through the allocation and compensation techniques they perform, inside their corresponding activities spheres, the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.), the institution where the shares and theCERTIFICATES are deposited, and also the financial brokers who intervene in the operation on their own behalf or that of third parties.
If a distribution by the Company consists of a dividend in A Shares, L Shares, and D Shares evidenced by CPOs, such A Shares, L Shares and D Shares will be held in the CPO Trust and theCPO TRUSTEEwill distribute to the holders of the outstanding CPOs, in proportion to their holdings, additional CPOs in an aggregate number of CPOs representing, financial interests in A Shares, L Shares and D Shares, as the case may be, received by the CPO Trustee as such dividend. If the maximum amount of CPOs that may be delivered under the CPO Deed would be exceeded as a result of a dividend in A Shares, L Shares and D Shares, a new CPO deed would need to be entered into setting forth the amount of the new CPOs (including those CPOs exceeding the number of CPOs authorized under the CPO Deed) to be issued. In the event that the CPO Trustee receives any distribution with respect to A Shares, L Shares and D Shares held in the CPO Trust other than in the form of cash or additional shares, the CPO Trustee will adopt such method as it may deem legal, equitable and practicable to effect the distribution of such property.
FOURTEENTH- VOTING RIGHTS.- TheCERTIFICATES holders will be able to instruct theTRUSTEEto grant proxy on behalf of the person who they individually appoint, so that such person exercises the voting rights which correspond to the shares deposited in trust, according to the instructions received directly from the holder.
The proxy will be granted to exercise such rights by the shares which hold the CERTIFICATE orCERTIFICATES whose holder would have instructed theTRUSTEE for the indicated purpose.
TheTRUSTEE must receive the instructions in writing, with a minimum time of fivebusiness, days,prior to the shareholders meeting day. Any instruction received after the set time limit has elapsed will be considered as not granted. in the sole discretion of theTRUSTEE.
In the aforementioned time limit of five days theTRUSTEEwill grant the proxies and will negotiate the dispatch of the corresponding evidences.
The non Mexican national holders will be awarded this right, only regarding Series “L” shares.
Due to the fact that theCERTIFICATES will trade at the stock exchanges, theTRUSTEEdoes not have the obligation to verify or to record the nationality of the holders.
TheTRUSTEE will neither be responsible for the way in which the proxies vote, or for their absence at the corresponding meeting.
Regarding the shares deposited in trust for which theTRUSTEEhas not received instruction in the precedingly mentioned terms, theTRUSTEE will exercise the right, voting in the same manner as a majority of the shareholders of the corresponding series.
TheCPO TRUSTEEwill be required, until the Tenth Anniversary of the restructuring of the series of shares which represent the capital stack, will exercise the voting rights which correspond to Series “L” Shares, which are held by a) Grupo Televicentro, b) Grupo Televicentro’s subsidiaries and c) Grupo Televicentro’s shareholders, (the “Founding Partners”), in the same manner in which the majority of the shares of such series would have voted at the relevant meeting, so that the investor public determines the sense of the voting of this series. For this purpose, the Secretary ofG-TELEVISAwill confirm to theTRUSTEE:
| i) | The date in which the Meeting would have decided to carry out the restructure and; |
| ii) | How many Ordinary Participation Certificates issued by theTRUSTEE were held by the Founding Partners at the close of business on the Record Date before the holding of a Shareholders Meeting in which Series “L” shareholders vote. |
FIFTEENTH. SUBSCRIPTION- In case increases to G-televisa’s capital stock are decreed due to new contributions, theTRUSTEE will subscribe and pay the increase proportionally to those deposited in trust, as long as it had timely received the corresponding funds from theCERTIFICATESholders, according to the terms and conditions set forth in the By-laws.
TheTRUSTEE will deliver to theCERTIFICATESholders as many additionalTITLESfrom those aforementioned as it corresponds, as long as there areCERTIFICATES available from the issue carried out, otherwise it will inform the Technical Committee, so that it gives instructions for another issue or in case it was possible, for the direct delivery of the shares.
In case that as a consequence of the increase of capital stock new investors had subscribed and paid shares, if they deposit them with theTRUSTEE, it will deliverCERTIFICATES in exchange for their contribution, if they are available or it will inform the Technical Committee in the form indicated in the preceding paragraph.
SIXTEENTH.- COMMONREPRESENTATIVE.-División Fiduciaria of Banamex, S.A., Grupo Financiero Banamex Accival, is appointed to act as proxy of the holders of theCERTIFICATES.
SEVENTEENTH.-TECHNICAL COMMITTEE INTEGRATION.-TheFIRST TRUSTORestablishes a Technical Committee which will be formed by members who will be appointed from among the persons who are part ofG-TELEVISA’sExecutive Committee.
TheFIRST TRUSTOR must notify theTRUSTEEin writing the names of those who form the Technical Committee, and also any change produced in its integration.
TheTRUSTEE will only implement the instructions received by the Committee integrated according to the last notification it would have received.
EIGHTEENTH.- TECHNICAL COMMITTEE.-FUNCTIONING.- The Technical Committee will meet as many times as it deems necessary to accomplish the purposes of this Trust, by its Chairman summon. TheTRUSTEEwill also be able to summon for matters considered in Clause Nineteenth, sub-sub-paragraph 3 and sub-sub-paragraph 4.
The Committee will be presided over by the Chairman ofG-TELEVISA’sExecutive Committee or by the person appointed by such Executive Committee, and the person who among its members is appointed by the Committee itself will act as secretary of minutes.
So that the Technical Committee can validly act, the presence of a majority of its members will be required. For the purpose of instituting a quorum the participation of the alternate members will not be considered, in case the corresponding regular member is present.
The agreements of the Committee will be taken by simple majority of votes of those assembled with the right to vote. The Chairman will have a quality vote in case of a draw in the voting.
A minute will be drafted of every meeting. This minute must be signed by all the members present at the corresponding meeting.
The agreements of the Committee will be communicated to theTRUSTEE, through a writing which will be signed by the Secretary of the Committee.
NINETEENTH.- TECHNICAL COMMITTEE.- AUTHORITY.- The Technical Committee will have the following powers:
| 1.- | To instruct theTRUSTEE about the characteristics of the issue ofCERTIFICATES in the case considered by the Fifth Clause, sub-sub-paragraph 4 of this agreement. |
| 2.- | To appoint proxy for the exercise of the voting rights of the shares deposited in trust, regarding those about which theTRUSTEEdoes not receive instructions from the holders of theCERTIFICATES. |
| 3.- | To solve any situation not considered in this agreement,and any issuance ofCERTIFICATES. |
| 4.- | To appoint proxy for the exercise of voting rights inherent in the shares underlying the trust equity. |
TWENTIETH.-SHARES REDEMPTION.- If the shares deposited in trust would be partially redeemed or if the capital stock of the Company is reduced through a refund or cancellation in any manner of the outstanding shares that form a part of the trust equity, theTRUSTEE will notify this fact to the CommonRepresentative, so that by following the procedure considered by article 222 of the General Law of Titles and Credit Operations, the determination of theCERTIFICATES which will be affected will be made.
TWENTY-FIRST.- REDEMPTION OF THE CERTIFICATES.- When the holders of theCERTIFICATES are Mexican nationals, after ten years have elapsed from the date of the restructuring of the capital stock ofG-TELEVISA, they will be able to redeem theCERTIFICATES by the exchange of theTITLEorTITLESwhich represent the shares. The foreigners, by the previous supply of the necessary fees, will be able to instruct theTRUSTEEto request fromG-TELEVISAthe issuance of titles for each series of shares, with the purpose that suchTRUSTEE transmits the ownership of the titles to a duly qualified person to acquire them according to the instructions of the holder of the correspondingCERTIFICATE, giving him, in due course, the product of the transfer, once expenses and taxes are deducted.
TWENTY-SECOND.- ANTICIPATED EXTINCTION. If as a consequence of what was considered by the preceding clauses Nineteenth and Twentieth, it turns out that the total amount of the issuedCERTIFICATES has been withdrawn from circulation, theTRUSTEEwill proceed to cancel the issue and extinction of this Trust with the participation of the CommonRepresentative.
Besides what is hereby determined, the Trust will be able to be extinguished at any time and at any instance considered by article 357 of the General Law of Credit Operations and Titles.
Upon the extinction of the Trust, theTRUSTEE will proceed to dispose of the shares committed in trust, according to instructions received from the Technical Committee, and proceed to distribute among holders of the CPOs, the returns from the sale of the shares of stock, in proportion to their respective holdings,
TWENTY-THIRD.- FOREIGNERS.- The foreign individuals and entities, foreign economic units without juridical status, Mexican enterprises in which foreign capital stock participates majoritarily, and the immigrants who are linked to any economic decision center abroad, by the sole fact of the holding of theparticipation certificates, it will be understood that they agreewith theMexican Government beforetheMinistry of Foreign Relations, to be considered as Mexican nationals regarding the participation certificatesand they agree by that same fact towaive the protection of their Governments, under the penalty, otherwise, of losing the totality of the certificates on behalf of the Mexican Nation.
TWENTY-FOURTH.- EXPENSES, FEES AND TAXES.- All the expenses, fees arid taxes which are incurred by the entrance into this agreement, or the fulfillment of its ordinances, will be paid byG-TELEVISA, which must pay them within 48 hours after the written notice received from theTRUSTEE.
TWENTY-FIFTH.- DURATION.- The Trust will have a maximum duration of 30 (thirty) years counted starting on the date the present Agreement is signed. Twelve months prior to the expiration of such term , the Technical Committee of the Trust will be able to determine and instruct theTRUSTEEto transfer the Trust equity to another trust in the fiduciary institution which the Technical Committee of theTRUSTEEdetermines, with similar objectives to those considered in the present Trust, considering that the ordinary participation certificates issued by the fiduciary institution based on the equity of the new trust, will be simultaneously exchanged at the issue by theCERTIFICATES which would be issued according to this Trust.
If twelve months before such term ends, theTRUSTEEhas not received instructions from the Trust's Technical Committee regarding the form and terms to transfer the equity of this Trust to another one, neither regarding the form and terms to carry out the exchange of theCERTIFICATES it would have issued in accordance to what is here considered, for shares ofG-TELEVISA, or to sellG-TELEVISA'sshares which are still part of the Trust, theTRUSTEEwill proceed to sell all ofG-TELEVISA's shares which still form part of the Trust equity at the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.), avoiding to cause contrary effects to the healthy stock exchange practices; and will proceed to deliver the net amount of the product of such sale to the holders of theCERTIFICATES it would have issued, in the corresponding proportion.
TWENTY-SIXTH.- ENGAGEMENT FOR SUPPORTS.- In case it would be necessary for the best achievement of the objectives of the Trust, theTRUSTEEwill be able to enter into an agreement, upon previous written instruction of the Technical Committee, for the necessary services, equipment, systems and staff; the staff theTRUSTEE would be hire for this purpose will not form part of Nacional Financiera, S.N.C.’s staff, but must be considered at the service of the equity of the present Trust, according to Article 82 of the Credit Institutions Law.
TWENTY-SEVENTH.- LEGAL PROHIBITION.- Sub-sub-paragraph b), Section XIX, Article 106 of the Credit Institutions Law to the letter provides:
“It will be forbidden for the Credit Institutions:”
“...XIX.- When performing the operations pursuant to section XV of article 46 of this Law:”
“...b) To answer the trustors, mandators, or constituents, about the nonfulfillment of the debtors, for the credits which are granted, or of the issuers, for the securities which are obtained, unless it is their fault, according to what is established at the end of article 356 of the General Law of Credit Operations and Titles, or to guarantee the receipt of proceeds for the funds whose investment is trusted to them.”
If when the Trust mandate, or commission, constituted to grant credits, ends, these credits would not have been paid by the debtors, the institution will have to transfer them to the trustor or to the trustee, as the case may be, or to the mandatoror constituent, refraining itself from paying the due amount.”
“Any pact, contrary to what is implemented in the two preceding paragraphs, will not have any legal effect at all.”
“In the Fiduciary, mandate or commission agreements, this paragraph will be inserted in a noticeable way, together with a declaration of the trust in the sense that it made its contents known unmistakably to the persons from whom it had received assets for its investment;...”
TWENTY-EIGHTH.- FIDUCIARY FEES. (TO BE DEFINED).
TWENTY-NINTH.-TRUSTEE’S RESPONSIBILITY.- TheTRUSTEEwill grant powers on behalf of the persons, and with the powers the Technical Committee determines, to carry out the defense of the Trust, without any liability for theTRUSTEEdue to the performance or the fees and expenses incurred due to the exercise of the power.
THIRTIETH.- FOREIGN INVESTMENTS REGISTRY.- TheTRUSTEE shall request the filing of this Agreement in the Third Section of the Foreign Investments Registry, within 60
( sixty ) business days after the signing hereof.
THIRTY-FIRST.-NOTICES OF DOMICILES.- All communications which the parties have to give one another according to this agreement, will be in writing and sent to the other party by certified mail with acknowledgement of receipt, telex, telecopy, or by any other means which guarantees its receipt, to the following domiciles:
THE FIRST TRUSTOR: Av. Chapultepec No.19-4o piso
Col. Doctores, C.P. 06724
México, D.F.
THE TRUSTEE: Insurgentes Sur 1971
IV Tower Fifth Floor
Col. Guadalupe Inn
01020 Mexico, D.F.
THIRTY-SECOND.- JURISDICTION AND COMPETENCE.- This agreement is subject, for the interpretation and implementation to the Mexican United States laws.
To solve any controversy originated due to this agreement, the parties are expressly submitted to the jurisdiction of the competent courts in Mexico City, Federal District, expressly waiving from this moment on any other jurisdiction which may correspond to them by reason of their present or future domiciles.
THE FIRST TRUSTOR THE TRUSTEE
________________________________ _____________________________
JULIO BARBA HURTADO
ATTORNEY AT LAW For Nacional Financiera,S.N.C.
Proxy for Mr. Emilio
Azcárraga Milmo
________________________
For GRUPO TELEVISA, S.A.
WITNESSES
________________________________ _____________________________
