EXHIBIT 4(ee)
TRANSLATION
MAXCOM TELECOMUNICACIONES, S.A. DE C.V.
GENERAL ANNUAL ORDINARY SHAREHOLDERS MEETING AND
GENERAL EXTRAORDINARY SHAREHOLDERS MEETING
AUGUST 30, 2005
In Mexico City, at 9:00 a.m. on this 30th day of August, 2005, the persons set
forth in the Attendance List enclosed hereto duly signed by the Secretary and
the Teller gathered at the registered office of Maxcom Telecomunicaciones, S.A.
de C.V. located at Guillermo Gonzalez Camarena No. 2000, Col. Centro de Ciudad
Santa Fe, Mexico, D.F., C.P. 01210, in order to hold a General Annual Ordinary
Shareholders Meeting and a General Extraordinary Shareholders Meeting, upon
being duly convened by means of a notice of meeting published on the 12th day of
August, 2005 in the "Reforma" newspaper, Business Section, and "El Financiero"
newspaper, in accordance with Articles 13 of the By-laws and 186 of the Business
Corporations Act. A copy of such notice of meeting is enclosed hereto as EXHIBIT
"A".
Mr. Adrian Aguirre Gomez, Chairman of the Board of Directors of the Company,
chaired the Meeting, in accordance with Article 20 of the By-laws of the
Company. Mr. Gonzalo Alarcon I acted as Secretary in accordance with such
By-laws. Mr. Juan Manuel Ferron, Statutory Auditor of the Company, was also
present at the meeting.
In accordance with Article 20 of the By-laws, the Chairman designated Mr.
Christian Cassereau Amerena as Teller, who accepted the designation, reviewed
the Stock Registry of the Company and certified that the following shares were
duly represented at the Meeting: 4'508,644 Series A shares (out of the existing
4'508,644 Series A shares issued by the Company); 6'088,896 Series A-1 shares
(out of the 6'088,896 Series A-1 shares issued by the Company); 10'089,375
Series B-1 shares (out of the 1'181,950 Series B-1 shares issued by the
Company); 4'155,124 Series N shares (out of the 8'861,834 Series N shares issued
by the Company); 218'777,817 Series N-1 shares (out of the 220'714,874 Series
N-1 shares issued by the Company); and 0 Series N-2 shares (out of the
26'867,820 Series N-2 shares issued by the Company). Based on the above, the
Teller certified that in the aggregate the following shares were present at the
Meeting: 100% of the Series A shares; 100% of the Series A-1 shares; 99.0908% of
the Series B-1 shares; 46.8879% of the Series N shares; 99.1224% of the Series
N-1 shares; and none of the Series N-2 shares, all of them representing the
capital stock of the Company. All in all, 99.5544% of all the issued, subscribed
and paid-up voting shares, and 87.8783% of all the issued, subscribed, and
paid-up shares of the Company (including voting shares) were present at the
Meeting. Thus, the Teller prepared the attendance list, which was duly signed by
the Teller, the represented Shareholders and the Secretary. Such attendance list
is enclosed whereto as EXHIBIT "B", and deemed inserted herein verbatim.
Based on the certification made by the Teller, and in accordance with Articles
10, 12, 13 and other applicable provisions of the By-law of the Company and
the Business Corporations Act, the Chairman declared the Meeting legally
instated.
Thereafter, the Chairman asked to the Shareholders whether they were in
agreement to adopt resolution by means of an affirmative vote cast by the
majority shareholders (without using a nominal ballot), and the shareholders
agreed to do so.
Thereafter, upon request of the Chairman, the Secretary read the following:
AGENDA
GENERAL ANNUAL ORDINARY SHAREHOLDERS MEETING
I. Report of the Board of Directors on the results of the Company during the
fiscal year ended as at December 31, 2004.
II. Presentation and approval, as the case may be, of the financial statements
for the fiscal year ended as at December 31, 2004 and the report of the
Statutory Auditor for the same fiscal year.
III. Designation or ratification, as the case may be, of the members of the
Board of Directors, Secretary and Statutory Auditor of the Company, as well as
of the members of the diverse committees of the Company.
IV. Compensation for Directors and other members of the diverse committees of
the Company.
V. Granting and revocation of powers of attorney granted to a number of officers
of the Company.
VI. Designation of delegates that may execute and formalize any resolutions
adopted in connection with the above.
GENERAL EXTRAORDINARY SHAREHOLDERS MEETING
I. Discussion and approval, as the case may be, of a proposal to spin-off the
Company and create a new corporation, in accordance with Article 28 Bis of the
Business Corporations Act.
II. Cancellation of Treasury Shares.
III. Increase of the variable portion of the Capital Stock through the
capitalization of existing premiums for stock subscription and issuance of
Treasury Shares.
IV. Designation of delegates that may execute and formalize the resolutions
adopted in connection with the above.
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The Shareholders unanimously approved both the declaration made by the Chairman
in connection with the instatement of the Meeting and the Agenda, which was
discussed as follows:
GENERAL ANNUAL ORDINARY SHAREHOLDERS MEETING
ITEM ONE.- Concerning the first item of the Agenda for the General Annual
Ordinary Shareholders Meeting, and in accordance with Article 172 of the
Business Corporations Act, the Chairman submitted to the Meting the report
prepared by the Board of Directors on the results of the Company for approval
purposes.
After discussing the proposal made by the Chairman in connection with this item
of the Agenda, the Meeting unanimously adopted the following:
RESOLUTION
"ONE.- The report prepared by the Board of Directors on the results of the
Company during the fiscal year ended as at December 31, 2004 is deemed submitted
and approved, provided that each and every of the acts carried out by such Board
of Directors in performing its duties are ratified, in accordance with Article
172 of the Business Corporations Act."
"Concerning such report submitted by the Board of Directors, the following acts
carried out by the Company during year 2004 are ratified in and express manner:
a) Execution of a strategic alliance with Sistemas Interactivos en
Telecomunicaciones, S.A. de C.V. (commercially known as "Telemedia") in order to
render a number of telephone, Internet and cable television services in diverse
locations in Mexico, specially in Queretaro, Queretaro.
b) Execution of a Credit Agreement in November, 2004 with Banco Santander
Mexicano, Institucion de Banca Multiple, Grupo Financiero Santander Serfin, in
the amount of Pesos $100'000,000.00.
c) Granting of stock options under a Stock Purchase Plan in favor of a number of
officers of the Company, as decided at the meeting of the Board of Directors
held on the 19th day of April, 2005."
ITEM TWO.- Concerning the second item of the Agenda for the General Annual
Ordinary Shareholders Meeting, the Statutory Auditor submitted to the Meeting
and read: i) the Financial Statements of the Company for the fiscal year ended
as at December 31, 2004; and ii) a report prepared by him in accordance with
Article 166, paragraph IV, of the Business Corporations Act. The Statutory
Auditor further read the report submitted by PricewaterhouseCoopers, S.C.,
outside auditors for the Company, in connection with the aforementioned
Financial Statements. Copies of such financial documents (including the
Financial Statements of the Company for the fiscal year ended as at December 31,
2004, the report rendered by the Statutory Auditor in accordance with Article
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166, paragraph IV, of the Business Corporations Act, and the report rendered by
the outside auditors) are enclosed hereto as EXHIBITS "C", "D" and "E",
respectively.
After discussing above, the Meeting unanimously adopted the following:
RESOLUTIONS
"TWO.- The Financial Statements of the Company for the fiscal year ended as at
December 31, 2004 are deemed submitted and approved. A copy of such Financial
Statements is enclosed to the file of this Meeting."
"THREE.- The report rendered by the Statutory Auditor of the Company in
accordance with the Business Corporations Act for the fiscal year ended as at
December 31, 2004 is deemed submitted and approved.
A copy of such report is enclosed to the file of this Meeting."
"FOUR.- The report rendered by the outside auditors of the Company for the
fiscal year ended as at December 31, 2004 is deemed submitted and approved. A
copy of such report is enclosed to the file of this Meeting."
ITEM THREE.- Concerning the third item of the Agenda for the General Annual
Ordinary Shareholders Meeting, the Chairman informed to the Meeting the need to
ratify or, as the case may be, designate the members of the Board of Directors,
the Statutory Auditor, the Alternate Statutory Auditor, the Secretary, the
Alternate Secretary, and the members of the diverse committees of the Company,
determining the compensation thereof.
After discussing above, the Meeting unanimously adopted the following:
RESOLUTIONS
"FIVE.- Resignations rendered by Maria Elena Aguirre Gomez and Manuel Rubiralta
Diaz from their position as Series A and Series A-1 Directors, and Maria
Guadalupe Aguirre Gomez from her position as Series A and Series A-1 Alternate
Director are accepted, provided that they are hereby released in the amplest way
from any liability or responsibility, and thanked for all the performed tasks
and duties. It is noted that the aforementioned resignations come into effect as
of the date of this Meeting."
"SIX.- Adrian Aguirre Gomez, Rodrigo Guerra Botello and Marco Provencio are
ratified as Series A and Series A-1 Directors. Lauro Gonzalez Moreno and Maria
Guadalupe Aguirre Gomez are designated new Series A and Series A-1 Directors.
Maria Elena Aguirre Gomez is designated Series A and Series A-1 Alternate
Director. It is noted that the designations of Lauro Gonzalez Moreno, Maria
Guadalupe Aguirre Gomez and Maria Elena Aguirre Gomez come into effect as of the
date of this Meeting. Miguel Sepulveda Martinez is ratified as Series A and
Series A-1 Alternate Director for Adrian Aguirre Gomez; Gilberto Solis Silva is
ratified as Series A and
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Series A-1 Alternate Director for Rodrigo Guerra Botello; and Maria Trinidad
Aguirre Gomez is ratified as Series A and Series A-1 Alternate Director. It is
noted that Maria Elena Aguirre Gomez shall act as Alternate Director for Lauro
Gonzalez Moreno; Raul Guijarro de Pablo shall act as Alternate Director for
Marco Provencio; and Maria Trinidad Aguirre Gomez shall act as Alternate
Director for Guadalupe Aguirrre Gomez."
"Jacques Gliksberg, Marco Viola, Martin Molina and Roberto Chute are ratified as
Series B and Series B-1 Directors. Jorge Cervantes Trejo is ratified as Series B
and Series B-1 Alternate Director, provided that he shall act as Alternate
Director for any Series B and Series B-1 Director."
"SEVEN.- Juan Manuel Ferron Solis and Jose Oropeza de la Cruz are ratified as
Statutory Auditor and Alternate Statutory Auditor of the Company, respectively."
"EIGHT.- Adrian Aguirre Gomez and Gonzalo Alarcon I are ratified as Chairman and
Secretary of the Board of Directors, respectively. No alternate Secretary is
designated for the time being, provided that the Board of Directors shall be
entitled to make such designation in due course. It is noted that the Secretary
of the Board of Directors is not a member thereof."
"NINE.- It is noted that the Series N-2 Observer has not been designated, since
no notice informing such designation was received from Trust 1411-8 managed by
Banco Nacional de Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero
Citibank - Banamex, Trust Division."
"TEN.- As a result of the preceding resolutions, the Board of Directors of
Maxcom Telecomunicaciones, S.A. de C.V. is comprised of the following persons:
SERIES A AND SERIES A-1 DIRECTORS
DIRECTORS ALTERNATE DIRECTORS
Adrian Aguirre Gomez Miguel Sepulveda Martinez
Lauro Gonzalez Moreno Maria Elena Aguirre Gomez
Guadalupe Aguirre Gomez Maria Trinidad Aguirre Gomez
Rodrigo Guerra Botello Gilberto Solis Silva
Marco Provencio Raul Guijarro de Pablo
SERIES B AND SERIES B-1 DIRECTORS
DIRECTORS ALTERNATE DIRECTORS
Jacques Gliksberg Jorge Cervantes Trejo, for all the
Roberto Chute Series B and Series B-1
Marco Viola Directors
Martin Molina
STATUTORY AUDITOR
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Juan Manuel Ferron Solis
ALTERNATE STATUTORY AUDITOR
Jose Oropeza de la Cruz
SECRETARY OF THE BOARD OF DIRECTORS
(Without forming part of the Board)
Gonzalo Alarcon I."
"ELEVEN.- It is noted that the Board of Directors of the Company has been
authorized by the shareholders to ratify or, as the case may be, designate new
members of the diverse committees of the Company, as intermediate management
bodies, provided that the Board of Directors shall be further entitled to
determine the compensation for the diverse members of the committees of the
Company. In no event shall these intermediate management bodies make decisions
that need to be made solely and exclusively by the shareholders meetings or the
Board of Directors."
ITEM FOUR.- Concerning the fourth item of the Agenda, the Chairman informed to
the Shareholders the advisability to maintain and increase the interest of the
directors and members of the executive committee or any other committee created
by the Board of Directors in the affairs of the Company through a mechanism that
may match the success and development of the Company and the success of such
directors and members of the executive committee or any other committee created
by the shareholders meeting or the Board of Directors.
For such purposes, and in order to promote the interest of the directors and the
members of the executive committee or any other committee of the Company and
promote their activities, a proposal is made to grant a compensation consisting
of a stock purchase plan for subscribing Series N-1 shares of the Company.
The objective of the stock purchase plan aimed at subscribing shares is to have
an additional incentive that may match the goals of the Company to the
compensation of the Directors and the members of the executive committee or any
other committee.
The proposed stock purchase plan for subscribing the shares of the Company shall
vest subscription rights in the Directors and members of the executive committee
that timely attend the meetings as follows:
1. DIRECTORS:
1.1 Eligible Directors: Any directors and alternate directors, as the case may
be (excluding the Chairman of the Board), that attend a meeting of the Board of
Directors of the Company.
1.2 Purchase Option: An option to subscribe 2,500 shares of the Company.
1.3 Eligibility Period: The Purchase Option shall be granted per each meeting of
the Board of Directors that is timely attended. Attendance list duly prepared
and
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signed by the Secretary of the Board shall suffice in order to verify
attendance and vest the Purchase Option.
1.4 Vesting Date: Date of the respective Board of Directors meeting.
1.5 Purchase Price: The purchase price for exercising the Purchase Option is US$
0.01 per share.
1.6 Purchase Period: Directors shall be entitled to exercise the Purchase Option
and subscribe the shares within a 1-year period from the Vesting Date;
otherwise, the directors shall forfeit such option.
1.7 Exceptions: In case resolutions are unanimously adopted by the directors
without holding a Board of Directors meeting, in accordance with the bylaws, no
Purchase Option shall be vested in the directors.
2. CHAIRMAN OF THE BOARD:
2.1 Eligible Director: Chairman of the Board per each attended meeting of the
Board of Directors of the Company, the Executive Committee or any other
committee created by the Board of Directors or the shareholders meeting.
2.2 Purchase Option: An option to subscribe 5,000 shares of the Company.
2.3 Eligibility Period: The Purchase Option shall be granted per each meeting of
the Board of Directors that is timely attended and chaired. Attendance list duly
prepared and signed by the Secretary of the Board shall suffice in order to
verify attendance and vest the Purchase Option.
2.4 Vesting Date: Date of the respective Board of Directors meeting.
2.5 Purchase Price: The purchase price for exercising the Purchase Option is US$
0.01 per share.
2.6 Purchase Period: Chairman of the Board of Directors shall be entitled to
exercise the Purchase Option and subscribe the shares within a 1-year period
from the Vesting Date; otherwise, the Chairman of the Board of Directors shall
forfeit such option.
2.7 Exceptions: In case resolutions are unanimously adopted by the directors
without holding a Board of Directors meeting, in accordance with the bylaws, no
Purchase Option shall be vested in the Chairman of the Board of Directors.
3. MEMBERS OF THE EXECUTIVE COMMITTEE OR ANY OTHER COMMITTEE:
3.1 Eligible Officer: Any member of the Executive Committee or any other
committee of the Company. Concerning the Chairman of the Board, the attendance
to any meeting of the Executive Committee or any other committee of the Company
shall be governed by item 2 above.
3.2 Purchase Option: An option to subscribe 2,500 shares of the Company.
3.3 Eligibility Period: The Purchase Option shall be granted per each meeting of
the Executive Committee or any other committee of the Company that is timely
attended. Attendance list duly prepared and signed by the Secretary of the Board
or the Secretary of the Executive Committee or the respective committee shall
suffice in order to verify attendance and vest the Purchase Option.
3.4 Vesting Date: Date of the respective meeting of the Executive Committee or
the respective committee.
3.5 Purchase Price: The purchase price for exercising the Purchase Option is US$
0.01 per share.
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3.6 Purchase Period: Members of the committees shall be entitled to exercise the
Purchase Option and subscribe the shares within a 1-year period from the Vesting
Date; otherwise, the members of the committees shall forfeit such option.
3.7 Exceptions: In case resolutions are unanimously adopted by the members of
the Executive Committee or any other committee of the Company without holding a
meeting, no Purchase Option shall be vested in such members.
Now, therefore, the Chairman made a proposal to allocate 856,699 shares of the
Company for the stock purchase plan, subject to the approval of a proposal to
increase the capital stock in accordance with item 2 of the Agenda for the
General Extraordinary Shareholders Meeting. Since the purchase periods granted
in respect of options to Directors and members of the committees of the Company
for meetings held in years 2001, 2002, 2003 and 2004 have expired, it becomes
advisable to extend the purchase period for such options for 1 additional year
from the date hereof, solely and exclusively for such Directors and members of
the committees of the Company that continue holding office.
After discussing above, the Meeting unanimously adopted the following:
RESOLUTIONS
"TWELVE.- The granting of a compensation to the Directors, Chairman of the Board
of Directors and members of the executive committee of the Company consisting of
stock is approved as follows:
1. DIRECTORS:
1.1 Eligible Directors: Any directors and alternate directors, as the case may
be (excluding the Chairman of the Board), that attend a meeting of the Board of
Directors of the Company.
1.2 Purchase Option: An option to subscribe 2,500 shares of the Company.
1.3 Eligibility Period: The Purchase Option shall be granted per each meeting of
the Board of Directors that is timely attended. Attendance list duly prepared
and signed by the Secretary of the Board shall suffice in order to verify
attendance and vest the Purchase Option.
1.4 Vesting Date: Date of the respective Board of Directors meeting.
1.5 Purchase Price: The purchase price for exercising the Purchase Option is US$
0.01 per share.
1.6 Purchase Period: Directors shall be entitled to exercise the Purchase Option
and subscribe the shares within a 1-year period from the Vesting Date;
otherwise, the directors shall forfeit such option.
1.7 Exceptions: In case resolutions are unanimously adopted by the directors
without holding a Board of Directors meeting, in accordance with the bylaws, no
Purchase Option shall be vested in the directors.
2. CHAIRMAN OF THE BOARD:
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2.1 Eligible Director: Chairman of the Board per each attended meeting of the
Board of Directors of the Company, the Executive Committee or any other
committee created by the Board of Directors or the shareholders meeting.
2.2 Purchase Option: An option to subscribe 5,000 shares of the Company.
2.3 Eligibility Period: The Purchase Option shall be granted per each meeting of
the Board of Directors that is timely attended and chaired. Attendance list duly
prepared and signed by the Secretary of the Board shall suffice in order to
verify attendance and vest the Purchase Option.
2.4 Vesting Date: Date of the respective Board of Directors meeting.
2.5 Purchase Price: The purchase price for exercising the Purchase Option is US$
0.01 per share.
2.6 Purchase Period: Chairman of the Board of Directors shall be entitled to
exercise the Purchase Option and subscribe the shares within a 1-year period
from the Vesting Date; otherwise, the Chairman of the Board of Directors shall
forfeit such option.
2.7 Exceptions: In case resolutions are unanimously adopted by the directors
without holding a Board of Directors meeting, in accordance with the bylaws, no
Purchase Option shall be vested in the Chairman of the Board of Directors.
3. MEMBERS OF THE EXECUTIVE COMMITTEE OR ANY OTHER COMMITTEE:
3.1 Eligible Officer: Any member of the Executive Committee or any other
committee of the Company. Concerning the Chairman of the Board, the attendance
to any meeting of the Executive Committee or any other committee of the Company
shall be governed by item 2 above.
3.2 Purchase Option: An option to subscribe 2,500 shares of the Company.
3.3 Eligibility Period: The Purchase Option shall be granted per each meeting of
the Executive Committee or any other committee of the Company that is timely
attended. Attendance list duly prepared and signed by the Secretary of the Board
or the Secretary of the Executive Committee or the respective committee shall
suffice in order to verify attendance and vest the Purchase Option.
3.4 Vesting Date: Date of the respective meeting of the Executive Committee or
the respective committee.
3.5 Purchase Price: The purchase price for exercising the Purchase Option is US$
0.01 per share.
3.6 Purchase Period: Members of the committees shall be entitled to exercise the
Purchase Option and subscribe the shares within a 1-year period from the Vesting
Date; otherwise, the members of the committees shall forfeit such option.
3.7 Exceptions: In case resolutions are unanimously adopted by the members of
the Executive Committee or any other committee of the Company without holding a
meeting, no Purchase Option shall be vested in such members.
The purchase options may be waived or assigned by the eligible directors and
officers, provided that assignees may only be: i) charity institutions, whether
domestic or international, ii) natural persons or legal entities, whether
domestic or international, that have a relationship with the eligible directors
and officers, or iii) any other person, with the prior written consent of the
Board of Directors, the Executive Committee or the respective Committee.
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Since the purchase periods granted in respect of options to Directors and
members of the committees of the Company for meetings held in years 2001, 2002,
2003 and 2004 have expired, the purchase period for such options is extended for
1 additional year from the date hereof, solely and exclusively for such
Directors and members of the committees of the Company that continue holding
office."
ITEM FIVE.- Concerning the fifth item of the Agenda, the Chairman informed to
the Shareholders the need to adopt resolutions relating to the granting of new
powers of attorney, upon the terms informed to the shareholders.
After discussing above, the Meeting unanimously adopted the following:
RESOLUTIONS
"THIRTEEN.- A General Power of Attorney to execute, issue, accept, endorse and
in general negotiate negotiable instruments in accordance with Article 9 of the
Credit Transactions and Negotiable Instruments Act is granted in favor of Adrian
Aguirre Gomez, Jacques Gliksberg, Roberto Chute, Rene Sergio Sagastuy Ferrandiz,
Jose Antonio Solbes Alvarez, Ricardo Arevalo Ruiz, Miguel Cabredo Benitez and
Luis Fernando Garces Uribe, to be exercised as follows:
1. In respect of acts that DO NOT EXCEED, individually or in the aggregate, the
amount of US$ 150,000.00, or its equivalent amount in Mexican pesos (converted
at the exchange rate for settling payment obligations denominated in foreign
currency and payable in Mexico published by the Central Bank of Mexico in the
Official Gazette of the Federation on the corresponding date, or on the
immediately preceding date in case the act is carried out on a non-business day
or a day in which the Official Gazette of the Federation is not published), the
documents shall be signed: i) jointly by two of the following persons: Adrian
Aguirre Gomez, Jacques Gliksberg or Roberto Chute (the "A Signatories"); or ii)
jointly by one A Signatory and one of the following persons: Rene Sergio
Sagastuy Ferrandiz, Jose Antonio Solbes Alvarez and Ricardo Arevalo Ruiz (the "B
Signatories"); or iii) jointly by two B Signatories; or iv) jointly by one A
Signatory and one of the following persons: Luis Fernando Garces Uribe or Miguel
Cabredo Benitez (the "C Signatories"); or v) jointly by one B Signatory and one
C Signatory.
2. In respect of acts that DO NOT EXCEED, individually or in the aggregate, the
amount of US$ 500,000.00, or its equivalent amount in Mexican pesos (converted
at the exchange rate for settling payment obligations denominated in foreign
currency and payable in Mexico published by the Central Bank of Mexico in the
Official Gazette of the Federation on the corresponding date, or on the
immediately preceding date in case the act is carried out on a non-business day
or a day in which the Official Gazette of the Federation is not published), the
documents shall be signed: i) jointly by two A Signatories; or ii) jointly by
one A Signatory and one B Signatory; or iii) jointly by two B Signatories.
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3. In respect of acts that EXCEED, individually or in the aggregate, the amount
of US$ 500,000.00, or its equivalent amount in Mexican pesos (converted at the
exchange rate for settling payment obligations denominated in foreign currency
and payable in Mexico published by the Central Bank of Mexico in the Official
Gazette of the Federation on the corresponding date, or on the immediately
preceding date in case the act is carried out on a non-business day or a day in
which the Official Gazette of the Federation is not published), the documents
shall be signed: i) jointly by two of the following persons: Adrian Aguirre
Gomez, Jacques Gliksberg or Roberto Chute (the "A Signatories"); or ii) jointly
by one A Signatory and one of the following persons: Rene Sergio Sagastuy
Ferrandiz, Jose Antonio Solbes Alvarez and Ricardo Arevalo Ruiz (the "B
Signatories").
The powers of attorney granted in accordance with this resolution shall be
limited to such acts that do not require the prior approval of the Board of
Directors, in accordance with the by-laws."
"FOURTEEN.- A General Power of Attorney for Acts of Dominium, including all the
general and special powers (even those requiring special clause or power
pursuant to the Law) is granted in accordance with Article 2,554, third
paragraph, and its equivalent provisions of the Civil Codes for the States of
Mexico, relating to the disposal and defense of assets, in favor of Adrian
Aguirre Gomez, Jacques Gliksberg, Roberto Chute, Rene Sergio Sagastuy Ferrandiz,
Jose Antonio Solbes Alvarez, Ricardo Arevalo Ruiz, Miguel Cabredo Benitez and
Luis Fernando Garces Uribe, to be exercised as follows:
1. In respect of acts of dominium that DO NOT EXCEED, individually or in the
aggregate, the amount of US$ 150,000.00, or its equivalent amount in Mexican
pesos (converted at the exchange rate for settling payment obligations
denominated in foreign currency and payable in Mexico published by the Central
Bank of Mexico in the Official Gazette of the Federation on the corresponding
date, or on the immediately preceding date in case the act is carried out on a
non-business day or a day in which the Official Gazette of the Federation is not
published), the documents shall be signed: i) jointly by two of the following
persons: Adrian Aguirre Gomez, Jacques Gliksberg or Roberto Chute (the "A
Signatories"); or ii) jointly by one A Signatory and one of the following
persons: Rene Sergio Sagastuy Ferrandiz, Jose Antonio Solbes Alvarez and Ricardo
Arevalo Ruiz (the "B Signatories"); or iii) jointly by two B Signatories; or iv)
jointly by one A Signatory and one of the following persons: Luis Fernando
Garces Uribe or Miguel Cabredo Benitez (the "C Signatories"); or v) jointly by
one B Signatory and one C Signatory.
2. In respect of acts of dominium that DO NOT EXCEED, individually or in the
aggregate, the amount of US$ 500,000.00, or its equivalent amount in Mexican
pesos (converted at the exchange rate for settling payment obligations
denominated in foreign currency and payable in Mexico published by the Central
Bank of Mexico in the Official Gazette of the Federation on the corresponding
date, or on the immediately preceding date in case the act is carried out on a
non-business day or a day in which the Official Gazette of the Federation is not
published), the documents shall be signed: i) jointly by two A
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Signatories; or ii) jointly by one A Signatory and one B Signatory; or iii)
jointly by two B Signatories.
3. In respect of acts of dominium that EXCEED, individually or in the aggregate,
the amount of US$ 500,000.00, or its equivalent amount in Mexican pesos
(converted at the exchange rate for settling payment obligations denominated in
foreign currency and payable in Mexico published by the Central Bank of Mexico
in the Official Gazette of the Federation on the corresponding date, or on the
immediately preceding date in case the act is carried out on a non-business day
or a day in which the Official Gazette of the Federation is not published), the
documents shall be signed: i) jointly by two of the following persons: Adrian
Aguirre Gomez, Jacques Gliksberg or Roberto Chute (the "A Signatories"); or ii)
jointly by one A Signatory and one of the following persons: Rene Sergio
Sagastuy Ferrandiz, Jose Antonio Solbes Alvarez and Ricardo Arevalo Ruiz (the "B
Signatories").
The powers of attorney granted in accordance with this resolution shall be
limited to such acts that do not require the prior approval of the Board of
Directors, in accordance with the by-laws."
"FIFTEEN.- A General Power of Attorney to open bank and investment accounts on
behalf of the Company and issue checks against, and make withdrawals from, the
same and designate other persons for such purposes is granted in favor of Adrian
Aguirre Gomez, Jacques Gliksberg, Roberto Chute, Rene Sergio Sagastuy Ferrandiz,
Jose Antonio Solbes Alvarez, Ricardo Arevalo Ruiz, Miguel Cabredo Benitez and
Luis Fernando Garces Uribe, to be exercised as follows:
The documents shall be signed: i) jointly by two of the following persons:
Adrian Aguirre Gomez, Jacques Gliksberg or Roberto Chute (the "A Signatories");
or ii) jointly by one A Signatory and one of the following persons: Rene Sergio
Sagastuy Ferrandiz, Jose Antonio Solbes Alvarez and Ricardo Arevalo Ruiz (the "B
Signatories"); or iii) jointly by two B Signatories; or iv) jointly by one A
Signatory and one of the following persons: Luis Fernando Garces Uribe or Miguel
Cabredo Benitez (the "C Signatories"); or v) jointly by one B Signatory and one
C Signatory."
"SIXTEEN.- The Board of Directors or the Secretary thereof shall be entitled to
indistinctly revoke any of the powers of attorney granted at this Meeting."
ITEM SIX.- Concerning the last item of the Agenda for the General Annual
Ordinary Shareholders Meeting, upon hearing a proposal made by the Chairman, the
Meeting unanimously adopted the following:
RESOLUTION
"SEVENTEEN.- Rogelio Espinosa Cantellano, Liliana Leon Chimalpopoca, Christian
Cassereau Amerena, Milton Gonzalez Gayosso and Gonzalo Alarcon Iturbide are
designated delegates for this Meeting, so that they may individually; a) appear
before a Notary Public chosen by them to formalize, in whole or in
12
part, the resolutions adopted and reflected in the Minutes of this Meeting; b)
register the corresponding public instrument, whether directly or through any
other person, with the corresponding Public Registry of Property and Commerce in
the place in which the registered office of the Company is located; c) issue
certifications of these minutes, in whole or in part, as necessary; and d) take
any actions necessary in order to formalize, execute and perform the resolutions
adopted at this Meeting."
Without having any other matter to discuss, the General Annual Ordinary
Shareholders Meeting was adjourned at 10:00 a.m. on the 30th day of August,
2005, expressly evidencing that all the Shareholders set forth in the Attendance
List were present during the entire Meeting.
Thereafter, the General Extraordinary Shareholders Meeting started, and
therefore, the Teller reviewed once again the Stock Registry of the Corporation,
counted the shares represented thereat, and certified that the same number of
shares present at the General Annual Ordinary Shareholders Meeting were still
present. Thus, no new Attendance List was required, provided that the existing
list may be utilized for both Meetings.
Based on the certification made by the Teller, and in accordance with Articles
10, 12, 13 and other applicable provisions of the By-law of the Company and 188
of the Business Corporations Act, the Chairman declared the Meeting legally
instated.
Thereafter, the Chairman asked to the Shareholders whether they were in
agreement to adopt resolution by means of an affirmative vote cast by the
majority shareholders (without using a nominal ballot), and the shareholders
agreed to do so.
Thereafter, upon request of the Chairman, the Secretary read the Agenda, which
was discussed as follows:
GENERAL EXTRAORDINARY SHAREHOLDERS MEETING
ITEM ONE.- Concerning the first item of the Agenda for the General Extraordinary
Shareholders Meeting, the Chairman informed the need to spin-off the Company and
create a new entity.
After discussing the aforementioned proposal made by the Chairman, the Meeting
unanimously adopted the following:
RESOLUTIONS
"ONE.- The spin-off of Maxcom Telecomunicaciones, S.A. de C.V. is approved,
provided that such Company shall not be extinguished but transfer a portion of
its Assets, Liabilities and Stockholders Equity to a new company resulting from
the spin-off named MIJOLIFE, S.A. de C.V., all of which shall be made based on
the Financial Statements of Maxcom Telecomunciaciones, S.A. de C.V. as at July
31, 2005, and accompanying notes that form part thereof, which
13
documents were submitted to, and approved by, the Shareholders in connection
with this item of the Agenda. A copy of the Financial Statements of Maxcom
Telecomunicaciones, S.A. de C.V. as at July 31, 2005, duly signed by Jorge Lopez
Aguado Jimeno, public accountant of the Company, is enclosed to these Minutes as
EXHIBIT "F"."
"It is noted that the Financial Statements of the Company for the fiscal year
ended as at December 31, 2004, duly approved by the General Annual Ordinary
Shareholders Meeting and in process of being audited by PricewaterhouseCoopers,
S.C., outside auditors, were further submitted to this Meeting in connection
with this item of the Agenda, in accordance with Article 228 Bis, paragraph IV,
subparagraph c), of the Business Corporations Act."
"It is further noted that, in accordance with Article 228 of the Business
Corporations Act, all the outstanding shares of the Company are fully paid-up
and that there are no unpaid shares as of the date hereof. Additionally, it is
noted that in order to perform the obligations derived from such legal
provision, the approval of this item is subject to the cancellation by the
Meeting of all the treasury shares prior issued by the Company, upon the terms
set forth in Item Two of the Agenda for this General Extraordinary Shareholders
Meeting."
"TWO.- The By-laws of MIJOLIFE, S.A. de C.V. are approved, upon the same terms
of the draft submitted to the Shareholders, including the transitory and
supplementary provisions that shall form part of the articles of incorporation,
all of which is included therein, and was read to the shareholders. Copies of
such documents are enclosed to the appendix of these Minutes as EXHIBIT "G".
"THREE.- As a result of the spin-off approved by this Meeting, Maxcom
Telecomunicaciones, S.A. de C.V. shall transfer to MIJOLIFE, S.A. de C.V., at
the time in which the latter is incorporated, a portion of its Assets,
Liabilities and Stockholders Equity, upon the terms and subject to the
conditions set forth herein below:
a) Assets: A portion of its assets in the amount of Pesos $8'250,000.00,
assuming that the spin-off came into effect on July 31, 2005, as follows:
1. Receivable Accounts: Pesos $8'250,000.00
b) Liabilities: A portion of its liabilities in the amount of Pesos
$8'150,000.00, assuming that the spin-off came into effect on July 31, 2005, as
follows:
1. Payable Accounts: Pesos $8'150,000.00
c) Stockholders Equity: A portion of the stockholders equity in the amount of
Pesos $100,000.00, assuming that the spin-off came into effect on July 31, 2005,
as follows:
1. Capital stock subscribed and paid-up in full: Pesos $ 586'446,845.00.
2. Accumulated Losses: Pesos $586'346,845.00
14
A summary of the Pro-Forma Balance Sheet for the spun-off company, Maxcom
Telecomunicaciones, S.A. de C.V., and the new company, MIJOLIFE, S.A. de C.V.,
for spin-off purposes, in accordance with the preceding resolution, is enclosed
to the appendix of these Minutes as EXHIBIT "H"."
"FOUR.- Maxcom Telecomunicaciones, S.A. de C.V. shall continue operating under
its current corporate name, corporate purpose, and regulatory regime, including
its concessions to operate, exploit and market telecommunication networks
granted by the Federal Government through the Ministry of Communications and
Transportation, as well as any other agreement, contract or legal instrument not
transferred to the new company, MIJOLIFE, S.A. de C.V."
"FIVE.- Each of the shareholders of the existing Company subject matter of the
spin-off shall initially hold a shareholding in the capital stock of the new
company equal to its shareholding in the former, provided that any equity
transaction approved by the Shareholders in connection with the exchange of
shares resulting from the spin-off shall be subject to the following:
a) Due to the capital stock transfer by the spun-off company, Maxcom
Telecomunicaciones, S.A. de C.V., to the new company, MIJOLIFE, S.A. de C.V.,
that results of the spin-off, 26% of the outstanding shares are cancelled
pro-rata to all of the shareholders. This cancellation shall apply to each of
the series and classes of shares that form part of the capital stock of Maxcom
Telecomunciaciones, S.A. de C.V.; i.e., 72'078,245 outstanding shares
representing the capital stock of Maxcom Telecomunicaciones, S.A. de C.V. are
cancelled.
b) In accordance with paragraph a) above, the shareholders of Maxcom
Telecomunicaciones, S.A. de C.V. shall exchange 1 share, duly subscribed and
paid-up, representing the capital stock of the new company, MIJOLIFE, S.A. de
C.V., for 1 cancelled share representing the capital stock of Maxcom
Telecomunicaciones, S.A. de C.V. Hence, the initial capital stock of the new
company, MIJOLIFE, S.A. de C.V. shall be represented by 72'078,245 shares fully
subscribed and paid-up, with no par value.
c) Bearing in mind that the shares representing the capital stock cannot be
split, if the shareholders hold split shares as a result of the foregoing
resolutions, the split shares shall be rounded upwards or downwards, to the
closest number, provided that 0.50 shall be rounded downwards to the closest
number.
d) Based upon the above, the shareholders shall exchange the shares at the
offices of the Secretary of the Company located at Guillermo Gonzalez Camarena
No. 2000, P.H., Mexico, D.F., C.P. 01210, within working hours from Monday
through Friday, from 9:00 a.m. through 2:00 p.m. and 3:00 p.m. through 6:00
p.m., whereat they shall receive: i) a new stock certificate representing the
capital stock of Maxcom Telecomunicaciones, S.A. de C.V., against delivery of
the stock certificate currently held by them, provided that their equity
shareholding shall be similar to their equity shareholding existing
15
before the spin-off, and ii) the new stock certificate representing the capital
stock of the new company, MIJOLIFE, S.A. de C.V., provided that their equity
shareholding in the new company shall initially be proportional to their
existing equity shareholding in the spun-off company.
e) In accordance with the Foreign Investment Act and its Regulations, as well as
the By-laws of MIJOLIFE, S.A. de C.V., the shareholders shall be entitled to
carry out the exchange referred to in the preceding paragraphs for Series "A"
shares, Mexican shareholders, and Series "B" shares, foreign shareholders,
provided that both series of shares shall vest similar economic and corporate
rights.
f) As a result of the preceding resolutions, the capital stock of the spun-off
company Maxcom Telecomunicaciones, S.A. de C.V. shall amount to Pesos
$1'669,117,943.00, and be represented by 205'145,773 shares fully subscribed and
paid-up with no par value.
"SIX.- The new company, MIJOLIFE, S.A. de C.V., shall be deemed a successor in
respect of the assets, liabilities and stockholders equity of the spun-off
company, Maxcom Telecomunicaciones, S.A. de C.V.
The new company shall assume solely and exclusively such obligations transferred
to it by virtue of the spin-off. If the new company fails to perform any of the
obligations assumed by it as a result of the spin-off, Article 228 Bis,
paragraph d), of the Business Corporations Act shall apply."
"SEVEN.- The new company shall not become a jointly and severally obligor of
Maxcom Telecomunicaciones, S.A. de C.V. in respect of the agreements that govern
the syndicated loans traded by Maxcom Telecomunicaciones, S.A. de C.V. in the
international markets becoming due in 2007 and 2008 known as i) Senior Notes,
and ii) Senior Step - Up Notes, respectively."
"EIGHT.- The spin-off resolution is to be notarized before a notary public,
registered with the Public Registry of Property and Commerce of the place in
which the registered office of the Company is located, and published in the
Official Gazette and in one of the newspapers with the widest circulation in the
place where such registered office is located."
"NINE.- The spin-off shall come into effect in respect of the spun-off company,
the new company, their respective shareholders and for any legal, accounting and
tax applicable purposes, as of the date of this Meeting; provided that, in
accordance with Article 228 Bis of the Business Corporations Act, the spin-off
shall come into effect for all purposes upon expiration of the 45-calendar-day
period referred to in such provision, provided further that none of the
oppositions referred to therein is raised, in which case the corresponding
effects shall come into effect retroactively as of the date of this Meeting."
ITEM TWO.- Concerning the second item of the Agenda for the General
Extraordinary Shareholders Meeting, the Chairman informed the need to cancel the
treasury shares in order to: i) enable the Company to perform its obligations
16
under certain stock options and warrants that have been approved by the
Shareholders and the Board of Directors of the Company; ii) satisfy legal
requirements applicable to the spin-off approved in accordance with the
preceding resolutions; and iii) prepare the increase of the capital stock
through the capitalization of the premium for stock subscription referred to in
Item Three of the Agenda for the General Extraordinary Shareholders Meeting.
The Chairman explained that, as mentioned before, a proposal to increase the
variable portion of the capital stock is to be discussed at this Meeting. The
Chairman further informed that, in accordance with Article 133 of the Business
Corporations Act, no new shares may be issued until all the existing shares are
fully subscribed and paid-up. Finally, the chairman mentioned that, in
accordance with Article 228 Bis of the Business Corporations Act, the treasury
shares should be cancelled in order to carry out the approved spin-off, which
approval is subject to the cancellation of the treasury shares as provided for
in the resolutions referred to in Item One of the Agenda for this General
Extraordinary Shareholders Meeting.
Based on the above, the Chairman proposed to the Shareholders a cancellation of
the 26'040,990 shares kept at the treasury of the Company that guarantee the
issue thereof under a number of stock options and warrants of the Company, which
include 3'361,483 Class II Series N shares and 22'679,507 Class II Series N-1
shares, all of them representing the capital stock.
RESOLUTIONS
"TEN.- The 26'040,990 shares kept at the Treasury of the Company to guarantee
the issue thereof under a number of stock options and warrants of the Company,
which include 3'361,483 Class II Series N shares and 22'679,507 Class II Series
N-1 shares, all of them representing the capital stock, are to be cancelled.
It is noted that this cancellation of treasury shares is carried out in order to
comply with Article 228 Bis of the Business Corporations Act in connection with
the spin-off of the Company, as discussed and approved under Item One of the
Agenda for this General Extraordinary Shareholders Meeting. Therefore, the
resolutions relating to the spin-off of the Company are perfected, and
therefore, such spin-off shall come into effect upon the same terms approved by
this Meeting."
ITEM THREE.- Concerning the third item of the Agenda for the General
Extraordinary Shareholders Meeting, the Chairman informed to the Shareholders
that it was advisable to capitalize the premium for stock subscription reflected
in the Stockholders Equity as at July 31, 2005 in the amount of Pesos
$874'268,434.38 in order to improve the capitalization of the Company, bearing
in mind the presentation of the Financial Statements to credit institutions and
potential investors.
In this regard, the Chairman proposed that, once the premium for stock
subscription is capitalized, a number of shares should be issued in accordance
17
with Article 116 of the Business Corporations Act and delivered to the
shareholders in proportion to their current shareholding in the Company. After
making the necessary calculations, the Chairman proposed to increase the capital
stock in the amount of Pesos $874'268,434.38, and therefore, issue 72'078,245
shares fully subscribed and paid-up, with no par value, to be delivered to the
shareholders in proportion to their current shareholding, including series and
classes of shares.
Additionally, and in order to perform a number of obligations derived from
certain stock options and warrants that have been approved by the Shareholders
and the Board of Directors, bearing in mind that the Meeting approved a proposal
to cancel treasury shares in accordance with Item Two of the Agenda for this
General Extraordinary Shareholders Meeting, the Chairman informed that it would
be necessary to issue up to 26'134,954 shares with no par value, including
3'024,011 Class II series N shares and 23'110,943 Class II Series N-1 shares, to
be kept at the Treasury of the Company, so that the Company may perform its
obligations derived from certain stock options and warrants that have been
approved by the Shareholders and the Board of Directors as follows:
i. 575,000 Class II Series N Treasury shares for the Stock Purchase Plan granted
to certain officers of the Company prior approved by the Shareholders and
ratified by the Board of Directors of the Company and managed through Trust No.
14166-A existing at Banco Nacional de Mexico, S.A., Institucion de Banca
Multiple, Grupo Financiero Banamex ("Banamex"). In this regard, the Secretary of
the Board of Directors is instructed to take any necessary actions to replace
and cancel the Stock Certificate deposited with Banamex, in its capacity as
Trustee under Trust No. 14166-4, and issue new stock certificates covering the
Treasury Shares referred to herein.
ii. 1'105,799 Class II Series N Treasury Shares in favor of CT Global
Telecommunications, Inc., pursuant to that certain Amended and Restated
Operating Agreement dated May 21, 1998 executed by such corporation with the
Company, in accordance with the new commitments assumed, and the new
negotiations conducted, by the Company with such corporation, which include
additional shares and changes to the subscription price for the option shares.
iii. 442,312 Class II Series N Treasury Shares in favor of Bachow & Associates,
pursuant to that certain Strategic Assistance Agreement dated May 21, 1998
executed by such corporation with the Company, in accordance with the new
commitments assumed, and the new negotiations conducted, by the Company with
such corporation, which include additional shares and changes to the
subscription price for the option shares.
iv. 24,426 Class II Series N Treasury Shares in favor of Amsterdam Pacific, LLP,
pursuant to a number of commitment letters signed with such partnership.
v. 89,244 Class II Series N Treasury Shares in favor of Warburg Dillon Read,
pursuant to that certain (i) Commitment and Engagement Letter dated February 22,
2000, and (ii) Assignment and Acceptance Agreement dated March 1, 2000.
18
vi. 22,312 Class II Series N Treasury Shares in favor of Donaldson Lufkin and
Jenrette Securities Corporation, pursuant to that certain (i) Commitment and
Engagement Letter dated February 22, 2000, and (ii) Assignment and Acceptance
Agreement dated March 1, 2000.
vii. 764,938 Class II Series N Treasury Shares in favor of bondholders under a
Senior Notes Offering made by the Company in the international markets on March
17, 2000 in the amount of US$ 300'000,000.00, pursuant to that certain Purchase
Agreement dated March 10, 2000 and ancillary documentation.
viii. 17'998,500 Class II Series N-1 Treasury Shares for the new Stock Purchase
Plan granted to certain officers of the Company, which is being prepared by the
Board of Directors, upon the terms and subject to the conditions that such Board
of Directors deems advisable, provided that the Board of Directors shall be
entitled to allocate a portion of such shares for retention employee plans,
change of control plans offered to certain officers or other similar plans
offered to certain officers of the Company.
ix. 3'626,959 Class II Series N-1 Treasury Shares for Adrian Aguirre Gomez,
Chairman of the Board of Directors of the Company, upon the terms prior approved
by the Board of Directors, including performance bonuses, and his share under
the Stock Purchase Plan prior approved by the Board of Directors.
x. 246,215 Class II Series N-1 Treasury Shares for a reserve to be utilized in
connection with signing bonuses or the like, which shall be kept readily
available for the Board of Directors and/or the Chairman of the Board and Chief
Executive Officer in order to engage other officers and for similar purposes,
upon the terms and subject to the conditions that the Board of Directors and/or
the Chairman of the Board and the Chief Executive Officer deem advisable.
xi. 249,781 Class II Series N-1 shares in favor of BAS Capital Funding
Corporation (in its capacity as assignee of Bank of America International
Investment Corporation), as compensation for the counseling services rendered by
certain officers of such corporation in favor of the Company in year 2000, upon
the terms and subject to the conditions approved by the Board of Directors on
the 28th day of April, 2000.
xii. 27,754 Class II Series N-1 Treasury Shares in favor of BankAmerica
Investment Corporation (in its capacity as assignee of LA Strategic Capital
Partners II), as compensation for the counseling services rendered by certain
officers of such corporation in favor of the Company in year 2000, upon the
terms and subject to the conditions approved by the Board of Directors on the
28th day of April, 2000.
xiii. 277,535 Class II Series N-1 Treasury Shares in favor of Bachow &
Associates, Inc., as compensation for the counseling services rendered by
certain officers of such corporation in favor of the Company in year 2000, upon
the terms and subject to the conditions approved by the Board of Directors on
the 28th day of April, 2000.
19
xiv. 684,199 Class II Series N-1 Treasury Shares in favor of Directors and
members of diverse committees of the Company, as compensation for meetings
attended in years 2001, 2002, 2003, 2004 and 2005.
The Chairman further proposed to the shareholders to waive their preemptive
right to subscribe the 26'134,954 registered shares with no par value, including
the 23'110,943 Class II Series N-1 shares to be kept at the Treasury of the
Company, so that the Company may perform its obligations derived from certain
stock options and warrants prior approved by the Shareholders and the Board of
Directors, provided that the remaining 3'024,011 Class II Series N shares shall
be kept at the Treasury of the Company, so that the Company may perform its
obligations derived from certain stock options and warrants prior approved by
the Shareholders and the Board of Directors of the Company.
Thereafter, all the shareholders expressly waived their preemptive right to
subscribe the treasury shares that form part of the aforementioned capital
increase.
Furthermore, a proposal was made to authorize the Board of Directors of the
Company to launch the aforementioned Treasury Shares, provided that the
requirements established in the stock purchase plans, agreements and warrants
related to such Treasury Shares are satisfied, informing the same to the
Secretary of the Board of Directors, so that the respective entries may be made
in the corporate books of the Company.
After reviewing the aforementioned proposal, posing the questions they deem
necessary and expressly waiving their preemptive rights derived from the By-laws
and the Business Corporations Act, the Shareholders unanimously adopted the
following:
RESOLUTIONS
"ELEVEN.- A capitalization of the premium for stock subscription reflected in
the Stockholders Equity as at July 31, 2005 in the amount of Pesos
$874'268,434.38 is approved, provided that, in accordance with Article 116 of
the Business Corporations Act, 72'078,245 shares fully subscribed and paid-up,
with no par value, are issued to be delivered to the shareholders in proportion
to their current shareholding, including series and classes of shares."
"TWELVE.- Since the number of shares to be issued in accordance with the
preceding resolutions is equal to the number of shares that were cancelled and
exchanged in connection with the spin-off approved by means of the resolutions
referred to in Item One of the Agenda for this General Extraordinary
Shareholders Meetings and for the "sake of simplicity", no new stock
certificates are to be issued, and therefore, the shareholders shall keep their
current stock certificates."
"THIRTEEN.- An increase of the variable portion of the authorized capital stock
of Maxcom Telecomunicaciones, S.A. de C.V. is approved, by issuing 26'134,954
20
shares with no par value, including the 23'110,943 Class II Series N-1 shares to
be kept at the Treasury of the Company, so that the Company may perform its
obligations derived from certain stock options and warrants prior approved by
the Shareholders and the Board of Directors, provided that the remaining
3'024,011 Class II Series N shares shall be kept at the Treasury of the Company,
so that the Company may perform its obligations derived from certain stock
options and warrants prior approved by the Shareholders and the Board of
Directors of the Company as follows:
i. 575,000 Class II Series N Treasury shares for the Stock Purchase Plan granted
to certain officers of the Company prior approved by the Shareholders and
ratified by the Board of Directors of the Company and managed through Trust No.
14166-A existing at Banco Nacional de Mexico, S.A., Institucion de Banca
Multiple, Grupo Financiero Banamex ("Banamex"). In this regard, the Secretary of
the Board of Directors is instructed to take any necessary actions to replace
and cancel the Stock Certificate deposited with Banamex, in its capacity as
Trustee under Trust No. 14166-4, and issue new stock certificates covering the
Treasury Shares referred to herein.
ii. 1'105,799 Class II Series N Treasury Shares in favor of CT Global
Telecommunications, Inc., pursuant to that certain Amended and Restated
Operating Agreement dated May 21, 1998 executed by such corporation with the
Company, in accordance with the new commitments assumed, and the new
negotiations conducted, by the Company with such corporation, which include
additional shares and changes to the subscription price for the option shares.
iii. 442,312 Class II Series N Treasury Shares in favor of Bachow & Associates,
pursuant to that certain Strategic Assistance Agreement dated May 21, 1998
executed by such corporation with the Company, in accordance with the new
commitments assumed, and the new negotiations conducted, by the Company with
such corporation, which include additional shares and changes to the
subscription price for the option shares.
iv. 24,426 Class II Series N Treasury Shares in favor of Amsterdam Pacific, LLP,
pursuant to a number of commitment letters signed with such partnership.
v. 89,244 Class II Series N Treasury Shares in favor of Warburg Dillon Read,
pursuant to that certain (i) Commitment and Engagement Letter dated February 22,
2000, and (ii) Assignment and Acceptance Agreement dated March 1, 2000.
vi. 22,312 Class II Series N Treasury Shares in favor of Donaldson Lufkin and
Jenrette Securities Corporation, pursuant to that certain (i) Commitment and
Engagement Letter dated February 22, 2000, and (ii) Assignment and Acceptance
Agreement dated March 1, 2000.
vii. 764,938 Class II Series N Treasury Shares in favor of bondholders under a
Senior Notes Offering made by the Company in the international markets on March
17, 2000 in the amount of US$ 300'000,000.00, pursuant to that certain Purchase
Agreement dated March 10, 2000 and ancillary documentation.
21
viii. 17'998,500 Class II Series N-1 Treasury Shares for the new Stock Purchase
Plan granted to certain officers of the Company, which is being prepared by the
Board of Directors, upon the terms and subject to the conditions that such Board
of Directors deems advisable, provided that the Board of Directors shall be
entitled to allocate a portion of such shares for retention employee plans,
change of control plans offered to certain officers or other similar plans
offered to certain officers of the Company.
ix. 3'626,959 Class II Series N-1 Treasury Shares for Adrian Aguirre Gomez,
Chairman of the Board of Directors of the Company, upon the terms prior approved
by the Board of Directors, including performance bonuses, and his share under
the Stock Purchase Plan prior approved by the Board of Directors.
x. 246,215 Class II Series N-1 Treasury Shares for a reserve to be utilized in
connection with signing bonuses or the like, which shall be kept readily
available for the Board of Directors and/or the Chairman of the Board and Chief
Executive Officer in order to engage other officers and for similar purposes,
upon the terms and subject to the conditions that the Board of Directors and/or
the Chairman of the Board and the Chief Executive Officer deem advisable.
xi. 249,781 Class II Series N-1 shares in favor of BAS Capital Funding
Corporation (in its capacity as assignee of Bank of America International
Investment Corporation), as compensation for the counseling services rendered by
certain officers of such corporation in favor of the Company in year 2000, upon
the terms and subject to the conditions approved by the Board of Directors on
the 28th day of April, 2000.
xii. 27,754 Class II Series N-1 Treasury Shares in favor of BankAmerica
Investment Corporation (in its capacity as assignee of LA Strategic Capital
Partners II), as compensation for the counseling services rendered by certain
officers of such corporation in favor of the Company in year 2000, upon the
terms and subject to the conditions approved by the Board of Directors on the
28th day of April, 2000.
xiii. 277,535 Class II Series N-1 Treasury Shares in favor of Bachow &
Associates, Inc., as compensation for the counseling services rendered by
certain officers of such corporation in favor of the Company in year 2000, upon
the terms and subject to the conditions approved by the Board of Directors on
the 28th day of April, 2000.
xiv. 684,199 Class II Series N-1 Treasury Shares in favor of Directors and
members of diverse committees of the Company, as compensation for meetings
attended in years 2001, 2002, 2003, 2004 and 2005."
"FOURTEEN.- It is noted and confirmed that the shareholders present at the
meeting waived their preemptive right to subscribe the shares to be kept at the
Treasury of the Company established in the By-laws of the Company and Article
132 of the Business Corporations Act."
22
"FIFTEEN.- The Board of Directors is expressly authorized to launch the
aforementioned Treasury Shares upon satisfaction of the requirements established
in the stock purchase plans, agreements and warrants related to such Treasury
Shares, informing the same to the Secretary of the Board of Directors, so that
the respective entries may be made in the corporate books of the Company. In any
case, the Board of Directors of the Company shall be entitled to determine the
terms and conditions applicable for the stock purchase and otherwise plans for
certain officers of the Company, as well as for the compensation plans for the
members of the Board of Directors and any of the committees of the Company."
ITEM FOUR.- Concerning the last item of the Agenda, upon hearing a proposal made
by the Chairman, the Meeting unanimously adopted the following:
RESOLUTION
"SIXTEEN.- Rogelio Espinosa Cantellano, Liliana Leon Chimalpopoca, Christian
Cassereau Amerena, Milton Gonzalez Gayosso and Gonzalo Alarcon Iturbide are
designated delegates for this Meeting, so that they may individually; a) appear
before a Notary Public chosen by them to formalize, in whole or in part, the
resolutions adopted and reflected in the Minutes of this Meeting; b) register
the corresponding public instrument, whether directly or through any other
person, with the corresponding Public Registry of Property and Commerce in the
place in which the registered office of the Company is located; c) issue
certifications of these minutes, in whole or in part, as necessary; and d) take
any actions necessary in order to formalize, execute and perform the resolutions
adopted at this Meeting."
Without having any other matter to discuss, the General Extraordinary
Shareholders Meeting was adjourned at 11:30 a.m. on the 30th day of August,
2005, expressly evidencing that all the Shareholders set forth in the Attendance
List were present during the entire Meeting.
Afterwards, these Minutes were prepared, read, unanimously approved by all the
Shareholders present at the Meeting, and signed by the Chairman, the Secretary,
the Teller and the Statutory Auditor.
CHAIRMAN SECRETARY
/s/ Adrian Aguirre Gomez /s/Gonzalo Alarcon I.
__________________________ ___________________________
Adrian Aguirre Gomez Gonzalo Alarcon I.
STATUTORY AUDITOR
/s/ Juan Manuel Ferron
___________________________
Juan Manuel Ferron
23
TELLER
/s/ Christian Cassereau Amerena
_______________________________
Christian Cassereau Amerena
24