Contract

EXHIBIT 4(ee) TRANSLATION MAXCOM TELECOMUNICACIONES, S.A. DE C.V. GENERAL ANNUAL ORDINARY SHAREHOLDERS MEETING AND GENERAL EXTRAORDINARY SHAREHOLDERS MEETING AUGUST 30, 2005In Mexico City, at 9:00 a.m. on this 30th day of August, 2005, the persons setforth in the Attendance List enclosed hereto duly signed by the Secretary andthe Teller gathered at the registered office of Maxcom Telecomunicaciones, S.A.de C.V. located at Guillermo Gonzalez Camarena No. 2000, Col. Centro de CiudadSanta Fe, Mexico, D.F., C.P. 01210, in order to hold a General Annual OrdinaryShareholders Meeting and a General Extraordinary Shareholders Meeting, uponbeing duly convened by means of a notice of meeting published on the 12th day ofAugust, 2005 in the “Reforma” newspaper, Business Section, and “El Financiero”newspaper, in accordance with Articles 13 of the By-laws and 186 of the BusinessCorporations 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 theCompany. Mr. Gonzalo Alarcon I acted as Secretary in accordance with suchBy-laws. Mr. Juan Manuel Ferron, Statutory Auditor of the Company, was alsopresent 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, reviewedthe Stock Registry of the Company and certified that the following shares wereduly represented at the Meeting: 4’508,644 Series A shares (out of the existing4’508,644 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); 10’089,375Series B-1 shares (out of the 1’181,950 Series B-1 shares issued by theCompany); 4’155,124 Series N shares (out of the 8’861,834 Series N shares issuedby the Company); 218’777,817 Series N-1 shares (out of the 220’714,874 SeriesN-1 shares issued by the Company); and 0 Series N-2 shares (out of the26’867,820 Series N-2 shares issued by the Company). Based on the above, theTeller certified that in the aggregate the following shares were present at theMeeting: 100% of the Series A shares; 100% of the Series A-1 shares; 99.0908% ofthe Series B-1 shares; 46.8879% of the Series N shares; 99.1224% of the SeriesN-1 shares; and none of the Series N-2 shares, all of them representing thecapital stock of the Company. All in all, 99.5544% of all the issued, subscribedand paid-up voting shares, and 87.8783% of all the issued, subscribed, andpaid-up shares of the Company (including voting shares) were present at theMeeting. Thus, the Teller prepared the attendance list, which was duly signed bythe Teller, the represented Shareholders and the Secretary. Such attendance listis enclosed whereto as EXHIBIT “B”, and deemed inserted herein verbatim.Based on the certification made by the Teller, and in accordance with Articles10, 12, 13 and other applicable provisions of the By-law of the Company andthe Business Corporations Act, the Chairman declared the Meeting legallyinstated.Thereafter, the Chairman asked to the Shareholders whether they were inagreement to adopt resolution by means of an affirmative vote cast by themajority shareholders (without using a nominal ballot), and the shareholdersagreed to do so.Thereafter, upon request of the Chairman, the Secretary read the following: AGENDA GENERAL ANNUAL ORDINARY SHAREHOLDERS MEETINGI. Report of the Board of Directors on the results of the Company during thefiscal year ended as at December 31, 2004.II. Presentation and approval, as the case may be, of the financial statementsfor the fiscal year ended as at December 31, 2004 and the report of theStatutory Auditor for the same fiscal year.III. Designation or ratification, as the case may be, of the members of theBoard of Directors, Secretary and Statutory Auditor of the Company, as well asof the members of the diverse committees of the Company.IV. Compensation for Directors and other members of the diverse committees ofthe Company.V. Granting and revocation of powers of attorney granted to a number of officersof the Company.VI. Designation of delegates that may execute and formalize any resolutionsadopted in connection with the above. GENERAL EXTRAORDINARY SHAREHOLDERS MEETINGI. Discussion and approval, as the case may be, of a proposal to spin-off theCompany and create a new corporation, in accordance with Article 28 Bis of theBusiness Corporations Act.II. Cancellation of Treasury Shares.III. Increase of the variable portion of the Capital Stock through thecapitalization of existing premiums for stock subscription and issuance ofTreasury Shares.IV. Designation of delegates that may execute and formalize the resolutionsadopted in connection with the above. 2The Shareholders unanimously approved both the declaration made by the Chairmanin connection with the instatement of the Meeting and the Agenda, which wasdiscussed as follows: GENERAL ANNUAL ORDINARY SHAREHOLDERS MEETINGITEM ONE.- Concerning the first item of the Agenda for the General AnnualOrdinary Shareholders Meeting, and in accordance with Article 172 of theBusiness Corporations Act, the Chairman submitted to the Meting the reportprepared by the Board of Directors on the results of the Company for approvalpurposes.After discussing the proposal made by the Chairman in connection with this itemof the Agenda, the Meeting unanimously adopted the following: RESOLUTION”ONE.- The report prepared by the Board of Directors on the results of theCompany during the fiscal year ended as at December 31, 2004 is deemed submittedand approved, provided that each and every of the acts carried out by such Boardof Directors in performing its duties are ratified, in accordance with Article172 of the Business Corporations Act.””Concerning such report submitted by the Board of Directors, the following actscarried out by the Company during year 2004 are ratified in and express manner:a) Execution of a strategic alliance with Sistemas Interactivos enTelecomunicaciones, S.A. de C.V. (commercially known as “Telemedia”) in order torender a number of telephone, Internet and cable television services in diverselocations in Mexico, specially in Queretaro, Queretaro.b) Execution of a Credit Agreement in November, 2004 with Banco SantanderMexicano, Institucion de Banca Multiple, Grupo Financiero Santander Serfin, inthe amount of Pesos $100’000,000.00.c) Granting of stock options under a Stock Purchase Plan in favor of a number ofofficers of the Company, as decided at the meeting of the Board of Directorsheld on the 19th day of April, 2005.”ITEM TWO.- Concerning the second item of the Agenda for the General AnnualOrdinary Shareholders Meeting, the Statutory Auditor submitted to the Meetingand read: i) the Financial Statements of the Company for the fiscal year endedas at December 31, 2004; and ii) a report prepared by him in accordance withArticle 166, paragraph IV, of the Business Corporations Act. The StatutoryAuditor further read the report submitted by PricewaterhouseCoopers, S.C.,outside auditors for the Company, in connection with the aforementionedFinancial Statements. Copies of such financial documents (including theFinancial 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 3166, paragraph IV, of the Business Corporations Act, and the report rendered bythe 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 atDecember 31, 2004 are deemed submitted and approved. A copy of such FinancialStatements is enclosed to the file of this Meeting.””THREE.- The report rendered by the Statutory Auditor of the Company inaccordance with the Business Corporations Act for the fiscal year ended as atDecember 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 thefiscal year ended as at December 31, 2004 is deemed submitted and approved. Acopy of such report is enclosed to the file of this Meeting.”ITEM THREE.- Concerning the third item of the Agenda for the General AnnualOrdinary Shareholders Meeting, the Chairman informed to the Meeting the need toratify or, as the case may be, designate the members of the Board of Directors,the Statutory Auditor, the Alternate Statutory Auditor, the Secretary, theAlternate 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 RubiraltaDiaz from their position as Series A and Series A-1 Directors, and MariaGuadalupe Aguirre Gomez from her position as Series A and Series A-1 AlternateDirector are accepted, provided that they are hereby released in the amplest wayfrom any liability or responsibility, and thanked for all the performed tasksand duties. It is noted that the aforementioned resignations come into effect asof the date of this Meeting.””SIX.- Adrian Aguirre Gomez, Rodrigo Guerra Botello and Marco Provencio areratified as Series A and Series A-1 Directors. Lauro Gonzalez Moreno and MariaGuadalupe Aguirre Gomez are designated new Series A and Series A-1 Directors.Maria Elena Aguirre Gomez is designated Series A and Series A-1 AlternateDirector. It is noted that the designations of Lauro Gonzalez Moreno, MariaGuadalupe Aguirre Gomez and Maria Elena Aguirre Gomez come into effect as of thedate of this Meeting. Miguel Sepulveda Martinez is ratified as Series A andSeries A-1 Alternate Director for Adrian Aguirre Gomez; Gilberto Solis Silva isratified as Series A and 4Series A-1 Alternate Director for Rodrigo Guerra Botello; and Maria TrinidadAguirre Gomez is ratified as Series A and Series A-1 Alternate Director. It isnoted that Maria Elena Aguirre Gomez shall act as Alternate Director for LauroGonzalez Moreno; Raul Guijarro de Pablo shall act as Alternate Director forMarco Provencio; and Maria Trinidad Aguirre Gomez shall act as AlternateDirector for Guadalupe Aguirrre Gomez.””Jacques Gliksberg, Marco Viola, Martin Molina and Roberto Chute are ratified asSeries B and Series B-1 Directors. Jorge Cervantes Trejo is ratified as Series Band Series B-1 Alternate Director, provided that he shall act as AlternateDirector for any Series B and Series B-1 Director.””SEVEN.- Juan Manuel Ferron Solis and Jose Oropeza de la Cruz are ratified asStatutory Auditor and Alternate Statutory Auditor of the Company, respectively.””EIGHT.- Adrian Aguirre Gomez and Gonzalo Alarcon I are ratified as Chairman andSecretary of the Board of Directors, respectively. No alternate Secretary isdesignated for the time being, provided that the Board of Directors shall beentitled to make such designation in due course. It is noted that the Secretaryof the Board of Directors is not a member thereof.””NINE.- It is noted that the Series N-2 Observer has not been designated, sinceno notice informing such designation was received from Trust 1411-8 managed byBanco Nacional de Mexico, S.A., Institucion de Banca Multiple, Grupo FinancieroCitibank – Banamex, Trust Division.””TEN.- As a result of the preceding resolutions, the Board of Directors ofMaxcom Telecomunicaciones, S.A. de C.V. is comprised of the following persons: SERIES A AND SERIES A-1 DIRECTORS DIRECTORS ALTERNATE DIRECTORSAdrian Aguirre Gomez Miguel Sepulveda MartinezLauro Gonzalez Moreno Maria Elena Aguirre GomezGuadalupe Aguirre Gomez Maria Trinidad Aguirre GomezRodrigo Guerra Botello Gilberto Solis SilvaMarco Provencio Raul Guijarro de Pablo SERIES B AND SERIES B-1 DIRECTORS DIRECTORS ALTERNATE DIRECTORSJacques Gliksberg Jorge Cervantes Trejo, for all theRoberto Chute Series B and Series B-1Marco Viola DirectorsMartin Molina STATUTORY AUDITOR 5 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 beenauthorized by the shareholders to ratify or, as the case may be, designate newmembers of the diverse committees of the Company, as intermediate managementbodies, provided that the Board of Directors shall be further entitled todetermine the compensation for the diverse members of the committees of theCompany. In no event shall these intermediate management bodies make decisionsthat need to be made solely and exclusively by the shareholders meetings or theBoard of Directors.”ITEM FOUR.- Concerning the fourth item of the Agenda, the Chairman informed tothe Shareholders the advisability to maintain and increase the interest of thedirectors and members of the executive committee or any other committee createdby the Board of Directors in the affairs of the Company through a mechanism thatmay match the success and development of the Company and the success of suchdirectors and members of the executive committee or any other committee createdby the shareholders meeting or the Board of Directors.For such purposes, and in order to promote the interest of the directors and themembers of the executive committee or any other committee of the Company andpromote their activities, a proposal is made to grant a compensation consistingof 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 havean additional incentive that may match the goals of the Company to thecompensation of the Directors and the members of the executive committee or anyother committee.The proposed stock purchase plan for subscribing the shares of the Company shallvest subscription rights in the Directors and members of the executive committeethat timely attend the meetings as follows:1. DIRECTORS:1.1 Eligible Directors: Any directors and alternate directors, as the case maybe (excluding the Chairman of the Board), that attend a meeting of the Board ofDirectors 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 ofthe Board of Directors that is timely attended. Attendance list duly preparedand 6signed by the Secretary of the Board shall suffice in order to verifyattendance 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 Optionand 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 directorswithout holding a Board of Directors meeting, in accordance with the bylaws, noPurchase 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 theBoard of Directors of the Company, the Executive Committee or any othercommittee 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 ofthe Board of Directors that is timely attended and chaired. Attendance list dulyprepared and signed by the Secretary of the Board shall suffice in order toverify 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 toexercise the Purchase Option and subscribe the shares within a 1-year periodfrom the Vesting Date; otherwise, the Chairman of the Board of Directors shallforfeit such option.2.7 Exceptions: In case resolutions are unanimously adopted by the directorswithout holding a Board of Directors meeting, in accordance with the bylaws, noPurchase 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 othercommittee of the Company. Concerning the Chairman of the Board, the attendanceto any meeting of the Executive Committee or any other committee of the Companyshall 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 ofthe Executive Committee or any other committee of the Company that is timelyattended. Attendance list duly prepared and signed by the Secretary of the Boardor the Secretary of the Executive Committee or the respective committee shallsuffice in order to verify attendance and vest the Purchase Option.3.4 Vesting Date: Date of the respective meeting of the Executive Committee orthe respective committee.3.5 Purchase Price: The purchase price for exercising the Purchase Option is US$0.01 per share. 73.6 Purchase Period: Members of the committees shall be entitled to exercise thePurchase Option and subscribe the shares within a 1-year period from the VestingDate; otherwise, the members of the committees shall forfeit such option.3.7 Exceptions: In case resolutions are unanimously adopted by the members ofthe Executive Committee or any other committee of the Company without holding ameeting, no Purchase Option shall be vested in such members.Now, therefore, the Chairman made a proposal to allocate 856,699 shares of theCompany for the stock purchase plan, subject to the approval of a proposal toincrease the capital stock in accordance with item 2 of the Agenda for theGeneral Extraordinary Shareholders Meeting. Since the purchase periods grantedin respect of options to Directors and members of the committees of the Companyfor meetings held in years 2001, 2002, 2003 and 2004 have expired, it becomesadvisable to extend the purchase period for such options for 1 additional yearfrom the date hereof, solely and exclusively for such Directors and members ofthe 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 Boardof Directors and members of the executive committee of the Company consisting ofstock is approved as follows:1. DIRECTORS:1.1 Eligible Directors: Any directors and alternate directors, as the case maybe (excluding the Chairman of the Board), that attend a meeting of the Board ofDirectors 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 ofthe Board of Directors that is timely attended. Attendance list duly preparedand signed by the Secretary of the Board shall suffice in order to verifyattendance 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 Optionand 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 directorswithout holding a Board of Directors meeting, in accordance with the bylaws, noPurchase Option shall be vested in the directors.2. CHAIRMAN OF THE BOARD: 82.1 Eligible Director: Chairman of the Board per each attended meeting of theBoard of Directors of the Company, the Executive Committee or any othercommittee 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 ofthe Board of Directors that is timely attended and chaired. Attendance list dulyprepared and signed by the Secretary of the Board shall suffice in order toverify 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 toexercise the Purchase Option and subscribe the shares within a 1-year periodfrom the Vesting Date; otherwise, the Chairman of the Board of Directors shallforfeit such option.2.7 Exceptions: In case resolutions are unanimously adopted by the directorswithout holding a Board of Directors meeting, in accordance with the bylaws, noPurchase 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 othercommittee of the Company. Concerning the Chairman of the Board, the attendanceto any meeting of the Executive Committee or any other committee of the Companyshall 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 ofthe Executive Committee or any other committee of the Company that is timelyattended. Attendance list duly prepared and signed by the Secretary of the Boardor the Secretary of the Executive Committee or the respective committee shallsuffice in order to verify attendance and vest the Purchase Option.3.4 Vesting Date: Date of the respective meeting of the Executive Committee orthe 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 thePurchase Option and subscribe the shares within a 1-year period from the VestingDate; otherwise, the members of the committees shall forfeit such option.3.7 Exceptions: In case resolutions are unanimously adopted by the members ofthe Executive Committee or any other committee of the Company without holding ameeting, no Purchase Option shall be vested in such members.The purchase options may be waived or assigned by the eligible directors andofficers, provided that assignees may only be: i) charity institutions, whetherdomestic or international, ii) natural persons or legal entities, whetherdomestic or international, that have a relationship with the eligible directorsand officers, or iii) any other person, with the prior written consent of theBoard of Directors, the Executive Committee or the respective Committee. 9Since the purchase periods granted in respect of options to Directors andmembers 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 for1 additional year from the date hereof, solely and exclusively for suchDirectors and members of the committees of the Company that continue holdingoffice.”ITEM FIVE.- Concerning the fifth item of the Agenda, the Chairman informed tothe Shareholders the need to adopt resolutions relating to the granting of newpowers 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 andin general negotiate negotiable instruments in accordance with Article 9 of theCredit Transactions and Negotiable Instruments Act is granted in favor of AdrianAguirre Gomez, Jacques Gliksberg, Roberto Chute, Rene Sergio Sagastuy Ferrandiz,Jose Antonio Solbes Alvarez, Ricardo Arevalo Ruiz, Miguel Cabredo Benitez andLuis Fernando Garces Uribe, to be exercised as follows:1. In respect of acts that DO NOT EXCEED, individually or in the aggregate, theamount of US$ 150,000.00, or its equivalent amount in Mexican pesos (convertedat the exchange rate for settling payment obligations denominated in foreigncurrency and payable in Mexico published by the Central Bank of Mexico in theOfficial Gazette of the Federation on the corresponding date, or on theimmediately preceding date in case the act is carried out on a non-business dayor a day in which the Official Gazette of the Federation is not published), thedocuments shall be signed: i) jointly by two of the following persons: AdrianAguirre Gomez, Jacques Gliksberg or Roberto Chute (the “A Signatories”); or ii)jointly by one A Signatory and one of the following persons: Rene SergioSagastuy Ferrandiz, Jose Antonio Solbes Alvarez and Ricardo Arevalo Ruiz (the “BSignatories”); or iii) jointly by two B Signatories; or iv) jointly by one ASignatory and one of the following persons: Luis Fernando Garces Uribe or MiguelCabredo Benitez (the “C Signatories”); or v) jointly by one B Signatory and oneC Signatory.2. In respect of acts that DO NOT EXCEED, individually or in the aggregate, theamount of US$ 500,000.00, or its equivalent amount in Mexican pesos (convertedat the exchange rate for settling payment obligations denominated in foreigncurrency and payable in Mexico published by the Central Bank of Mexico in theOfficial Gazette of the Federation on the corresponding date, or on theimmediately preceding date in case the act is carried out on a non-business dayor a day in which the Official Gazette of the Federation is not published), thedocuments shall be signed: i) jointly by two A Signatories; or ii) jointly byone A Signatory and one B Signatory; or iii) jointly by two B Signatories. 103. In respect of acts that EXCEED, individually or in the aggregate, the amountof US$ 500,000.00, or its equivalent amount in Mexican pesos (converted at theexchange rate for settling payment obligations denominated in foreign currencyand payable in Mexico published by the Central Bank of Mexico in the OfficialGazette of the Federation on the corresponding date, or on the immediatelypreceding date in case the act is carried out on a non-business day or a day inwhich the Official Gazette of the Federation is not published), the documentsshall be signed: i) jointly by two of the following persons: Adrian AguirreGomez, Jacques Gliksberg or Roberto Chute (the “A Signatories”); or ii) jointlyby one A Signatory and one of the following persons: Rene Sergio SagastuyFerrandiz, Jose Antonio Solbes Alvarez and Ricardo Arevalo Ruiz (the “BSignatories”).The powers of attorney granted in accordance with this resolution shall belimited to such acts that do not require the prior approval of the Board ofDirectors, in accordance with the by-laws.””FOURTEEN.- A General Power of Attorney for Acts of Dominium, including all thegeneral and special powers (even those requiring special clause or powerpursuant to the Law) is granted in accordance with Article 2,554, thirdparagraph, and its equivalent provisions of the Civil Codes for the States ofMexico, relating to the disposal and defense of assets, in favor of AdrianAguirre Gomez, Jacques Gliksberg, Roberto Chute, Rene Sergio Sagastuy Ferrandiz,Jose Antonio Solbes Alvarez, Ricardo Arevalo Ruiz, Miguel Cabredo Benitez andLuis Fernando Garces Uribe, to be exercised as follows:1. In respect of acts of dominium that DO NOT EXCEED, individually or in theaggregate, the amount of US$ 150,000.00, or its equivalent amount in Mexicanpesos (converted at the exchange rate for settling payment obligationsdenominated in foreign currency and payable in Mexico published by the CentralBank of Mexico in the Official Gazette of the Federation on the correspondingdate, or on the immediately preceding date in case the act is carried out on anon-business day or a day in which the Official Gazette of the Federation is notpublished), the documents shall be signed: i) jointly by two of the followingpersons: Adrian Aguirre Gomez, Jacques Gliksberg or Roberto Chute (the “ASignatories”); or ii) jointly by one A Signatory and one of the followingpersons: Rene Sergio Sagastuy Ferrandiz, Jose Antonio Solbes Alvarez and RicardoArevalo 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 FernandoGarces Uribe or Miguel Cabredo Benitez (the “C Signatories”); or v) jointly byone B Signatory and one C Signatory.2. In respect of acts of dominium that DO NOT EXCEED, individually or in theaggregate, the amount of US$ 500,000.00, or its equivalent amount in Mexicanpesos (converted at the exchange rate for settling payment obligationsdenominated in foreign currency and payable in Mexico published by the CentralBank of Mexico in the Official Gazette of the Federation on the correspondingdate, or on the immediately preceding date in case the act is carried out on anon-business day or a day in which the Official Gazette of the Federation is notpublished), the documents shall be signed: i) jointly by two A 11Signatories; 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 inforeign currency and payable in Mexico published by the Central Bank of Mexicoin the Official Gazette of the Federation on the corresponding date, or on theimmediately preceding date in case the act is carried out on a non-business dayor a day in which the Official Gazette of the Federation is not published), thedocuments shall be signed: i) jointly by two of the following persons: AdrianAguirre Gomez, Jacques Gliksberg or Roberto Chute (the “A Signatories”); or ii)jointly by one A Signatory and one of the following persons: Rene SergioSagastuy Ferrandiz, Jose Antonio Solbes Alvarez and Ricardo Arevalo Ruiz (the “BSignatories”).The powers of attorney granted in accordance with this resolution shall belimited to such acts that do not require the prior approval of the Board ofDirectors, in accordance with the by-laws.””FIFTEEN.- A General Power of Attorney to open bank and investment accounts onbehalf of the Company and issue checks against, and make withdrawals from, thesame and designate other persons for such purposes is granted in favor of AdrianAguirre Gomez, Jacques Gliksberg, Roberto Chute, Rene Sergio Sagastuy Ferrandiz,Jose Antonio Solbes Alvarez, Ricardo Arevalo Ruiz, Miguel Cabredo Benitez andLuis 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 SergioSagastuy Ferrandiz, Jose Antonio Solbes Alvarez and Ricardo Arevalo Ruiz (the “BSignatories”); or iii) jointly by two B Signatories; or iv) jointly by one ASignatory and one of the following persons: Luis Fernando Garces Uribe or MiguelCabredo Benitez (the “C Signatories”); or v) jointly by one B Signatory and oneC Signatory.””SIXTEEN.- The Board of Directors or the Secretary thereof shall be entitled toindistinctly revoke any of the powers of attorney granted at this Meeting.”ITEM SIX.- Concerning the last item of the Agenda for the General AnnualOrdinary Shareholders Meeting, upon hearing a proposal made by the Chairman, theMeeting unanimously adopted the following: RESOLUTION”SEVENTEEN.- Rogelio Espinosa Cantellano, Liliana Leon Chimalpopoca, ChristianCassereau Amerena, Milton Gonzalez Gayosso and Gonzalo Alarcon Iturbide aredesignated delegates for this Meeting, so that they may individually; a) appearbefore a Notary Public chosen by them to formalize, in whole or in 12part, the resolutions adopted and reflected in the Minutes of this Meeting; b)register the corresponding public instrument, whether directly or through anyother person, with the corresponding Public Registry of Property and Commerce inthe place in which the registered office of the Company is located; c) issuecertifications of these minutes, in whole or in part, as necessary; and d) takeany actions necessary in order to formalize, execute and perform the resolutionsadopted at this Meeting.”Without having any other matter to discuss, the General Annual OrdinaryShareholders 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 AttendanceList were present during the entire Meeting.Thereafter, the General Extraordinary Shareholders Meeting started, andtherefore, the Teller reviewed once again the Stock Registry of the Corporation,counted the shares represented thereat, and certified that the same number ofshares present at the General Annual Ordinary Shareholders Meeting were stillpresent. Thus, no new Attendance List was required, provided that the existinglist may be utilized for both Meetings.Based on the certification made by the Teller, and in accordance with Articles10, 12, 13 and other applicable provisions of the By-law of the Company and 188of the Business Corporations Act, the Chairman declared the Meeting legallyinstated.Thereafter, the Chairman asked to the Shareholders whether they were inagreement to adopt resolution by means of an affirmative vote cast by themajority shareholders (without using a nominal ballot), and the shareholdersagreed to do so.Thereafter, upon request of the Chairman, the Secretary read the Agenda, whichwas discussed as follows: GENERAL EXTRAORDINARY SHAREHOLDERS MEETINGITEM ONE.- Concerning the first item of the Agenda for the General ExtraordinaryShareholders Meeting, the Chairman informed the need to spin-off the Company andcreate a new entity.After discussing the aforementioned proposal made by the Chairman, the Meetingunanimously 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 ofits Assets, Liabilities and Stockholders Equity to a new company resulting fromthe spin-off named MIJOLIFE, S.A. de C.V., all of which shall be made based onthe Financial Statements of Maxcom Telecomunciaciones, S.A. de C.V. as at July31, 2005, and accompanying notes that form part thereof, which 13documents were submitted to, and approved by, the Shareholders in connectionwith this item of the Agenda. A copy of the Financial Statements of MaxcomTelecomunicaciones, S.A. de C.V. as at July 31, 2005, duly signed by Jorge LopezAguado Jimeno, public accountant of the Company, is enclosed to these Minutes asEXHIBIT “F”.””It is noted that the Financial Statements of the Company for the fiscal yearended as at December 31, 2004, duly approved by the General Annual OrdinaryShareholders Meeting and in process of being audited by PricewaterhouseCoopers,S.C., outside auditors, were further submitted to this Meeting in connectionwith 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 BusinessCorporations Act, all the outstanding shares of the Company are fully paid-upand that there are no unpaid shares as of the date hereof. Additionally, it isnoted that in order to perform the obligations derived from such legalprovision, the approval of this item is subject to the cancellation by theMeeting of all the treasury shares prior issued by the Company, upon the termsset forth in Item Two of the Agenda for this General Extraordinary ShareholdersMeeting.””TWO.- The By-laws of MIJOLIFE, S.A. de C.V. are approved, upon the same termsof the draft submitted to the Shareholders, including the transitory andsupplementary provisions that shall form part of the articles of incorporation,all of which is included therein, and was read to the shareholders. Copies ofsuch documents are enclosed to the appendix of these Minutes as EXHIBIT “G”.”THREE.- As a result of the spin-off approved by this Meeting, MaxcomTelecomunicaciones, S.A. de C.V. shall transfer to MIJOLIFE, S.A. de C.V., atthe time in which the latter is incorporated, a portion of its Assets,Liabilities and Stockholders Equity, upon the terms and subject to theconditions 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 $8’250,000.00b) 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, asfollows:1. Payable Accounts: Pesos $8’150,000.00c) Stockholders Equity: A portion of the stockholders equity in the amount ofPesos $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 14A summary of the Pro-Forma Balance Sheet for the spun-off company, MaxcomTelecomunicaciones, 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 enclosedto the appendix of these Minutes as EXHIBIT “H”.””FOUR.- Maxcom Telecomunicaciones, S.A. de C.V. shall continue operating underits current corporate name, corporate purpose, and regulatory regime, includingits concessions to operate, exploit and market telecommunication networksgranted by the Federal Government through the Ministry of Communications andTransportation, as well as any other agreement, contract or legal instrument nottransferred to the new company, MIJOLIFE, S.A. de C.V.””FIVE.- Each of the shareholders of the existing Company subject matter of thespin-off shall initially hold a shareholding in the capital stock of the newcompany equal to its shareholding in the former, provided that any equitytransaction approved by the Shareholders in connection with the exchange ofshares resulting from the spin-off shall be subject to the following:a) Due to the capital stock transfer by the spun-off company, MaxcomTelecomunicaciones, 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 cancelledpro-rata to all of the shareholders. This cancellation shall apply to each ofthe series and classes of shares that form part of the capital stock of MaxcomTelecomunciaciones, S.A. de C.V.; i.e., 72’078,245 outstanding sharesrepresenting the capital stock of Maxcom Telecomunicaciones, S.A. de C.V. arecancelled.b) In accordance with paragraph a) above, the shareholders of MaxcomTelecomunicaciones, S.A. de C.V. shall exchange 1 share, duly subscribed andpaid-up, representing the capital stock of the new company, MIJOLIFE, S.A. deC.V., for 1 cancelled share representing the capital stock of MaxcomTelecomunicaciones, S.A. de C.V. Hence, the initial capital stock of the newcompany, MIJOLIFE, S.A. de C.V. shall be represented by 72’078,245 shares fullysubscribed and paid-up, with no par value.c) Bearing in mind that the shares representing the capital stock cannot besplit, if the shareholders hold split shares as a result of the foregoingresolutions, the split shares shall be rounded upwards or downwards, to theclosest number, provided that 0.50 shall be rounded downwards to the closestnumber.d) Based upon the above, the shareholders shall exchange the shares at theoffices of the Secretary of the Company located at Guillermo Gonzalez CamarenaNo. 2000, P.H., Mexico, D.F., C.P. 01210, within working hours from Mondaythrough Friday, from 9:00 a.m. through 2:00 p.m. and 3:00 p.m. through 6:00p.m., whereat they shall receive: i) a new stock certificate representing thecapital stock of Maxcom Telecomunicaciones, S.A. de C.V., against delivery ofthe stock certificate currently held by them, provided that their equityshareholding shall be similar to their equity shareholding existing 15before the spin-off, and ii) the new stock certificate representing the capitalstock of the new company, MIJOLIFE, S.A. de C.V., provided that their equityshareholding in the new company shall initially be proportional to theirexisting equity shareholding in the spun-off company.e) In accordance with the Foreign Investment Act and its Regulations, as well asthe By-laws of MIJOLIFE, S.A. de C.V., the shareholders shall be entitled tocarry 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 corporaterights.f) As a result of the preceding resolutions, the capital stock of the spun-offcompany 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 andpaid-up with no par value.”SIX.- The new company, MIJOLIFE, S.A. de C.V., shall be deemed a successor inrespect of the assets, liabilities and stockholders equity of the spun-offcompany, Maxcom Telecomunicaciones, S.A. de C.V.The new company shall assume solely and exclusively such obligations transferredto it by virtue of the spin-off. If the new company fails to perform any of theobligations 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 ofMaxcom Telecomunicaciones, S.A. de C.V. in respect of the agreements that governthe syndicated loans traded by Maxcom Telecomunicaciones, S.A. de C.V. in theinternational 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 inwhich the registered office of the Company is located, and published in theOfficial Gazette and in one of the newspapers with the widest circulation in theplace 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 andtax applicable purposes, as of the date of this Meeting; provided that, inaccordance with Article 228 Bis of the Business Corporations Act, the spin-offshall come into effect for all purposes upon expiration of the 45-calendar-dayperiod referred to in such provision, provided further that none of theoppositions referred to therein is raised, in which case the correspondingeffects shall come into effect retroactively as of the date of this Meeting.”ITEM TWO.- Concerning the second item of the Agenda for the GeneralExtraordinary Shareholders Meeting, the Chairman informed the need to cancel thetreasury shares in order to: i) enable the Company to perform its obligations 16under certain stock options and warrants that have been approved by theShareholders and the Board of Directors of the Company; ii) satisfy legalrequirements applicable to the spin-off approved in accordance with thepreceding resolutions; and iii) prepare the increase of the capital stockthrough the capitalization of the premium for stock subscription referred to inItem Three of the Agenda for the General Extraordinary Shareholders Meeting.The Chairman explained that, as mentioned before, a proposal to increase thevariable portion of the capital stock is to be discussed at this Meeting. TheChairman further informed that, in accordance with Article 133 of the BusinessCorporations Act, no new shares may be issued until all the existing shares arefully subscribed and paid-up. Finally, the chairman mentioned that, inaccordance with Article 228 Bis of the Business Corporations Act, the treasuryshares should be cancelled in order to carry out the approved spin-off, whichapproval is subject to the cancellation of the treasury shares as provided forin the resolutions referred to in Item One of the Agenda for this GeneralExtraordinary Shareholders Meeting.Based on the above, the Chairman proposed to the Shareholders a cancellation ofthe 26’040,990 shares kept at the treasury of the Company that guarantee theissue thereof under a number of stock options and warrants of the Company, whichinclude 3’361,483 Class II Series N shares and 22’679,507 Class II Series N-1shares, all of them representing the capital stock. RESOLUTIONS”TEN.- The 26’040,990 shares kept at the Treasury of the Company to guaranteethe 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 SeriesN-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 tocomply with Article 228 Bis of the Business Corporations Act in connection withthe spin-off of the Company, as discussed and approved under Item One of theAgenda for this General Extraordinary Shareholders Meeting. Therefore, theresolutions relating to the spin-off of the Company are perfected, andtherefore, such spin-off shall come into effect upon the same terms approved bythis Meeting.”ITEM THREE.- Concerning the third item of the Agenda for the GeneralExtraordinary Shareholders Meeting, the Chairman informed to the Shareholdersthat it was advisable to capitalize the premium for stock subscription reflectedin 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, bearingin mind the presentation of the Financial Statements to credit institutions andpotential investors.In this regard, the Chairman proposed that, once the premium for stocksubscription is capitalized, a number of shares should be issued in accordance 17with Article 116 of the Business Corporations Act and delivered to theshareholders in proportion to their current shareholding in the Company. Aftermaking the necessary calculations, the Chairman proposed to increase the capitalstock in the amount of Pesos $874’268,434.38, and therefore, issue 72’078,245shares fully subscribed and paid-up, with no par value, to be delivered to theshareholders in proportion to their current shareholding, including series andclasses of shares.Additionally, and in order to perform a number of obligations derived fromcertain stock options and warrants that have been approved by the Shareholdersand the Board of Directors, bearing in mind that the Meeting approved a proposalto cancel treasury shares in accordance with Item Two of the Agenda for thisGeneral Extraordinary Shareholders Meeting, the Chairman informed that it wouldbe necessary to issue up to 26’134,954 shares with no par value, including3’024,011 Class II series N shares and 23’110,943 Class II Series N-1 shares, tobe kept at the Treasury of the Company, so that the Company may perform itsobligations derived from certain stock options and warrants that have beenapproved by the Shareholders and the Board of Directors as follows:i. 575,000 Class II Series N Treasury shares for the Stock Purchase Plan grantedto certain officers of the Company prior approved by the Shareholders andratified 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 BancaMultiple, Grupo Financiero Banamex (“Banamex”). In this regard, the Secretary ofthe Board of Directors is instructed to take any necessary actions to replaceand cancel the Stock Certificate deposited with Banamex, in its capacity asTrustee under Trust No. 14166-4, and issue new stock certificates covering theTreasury Shares referred to herein.ii. 1’105,799 Class II Series N Treasury Shares in favor of CT GlobalTelecommunications, Inc., pursuant to that certain Amended and RestatedOperating Agreement dated May 21, 1998 executed by such corporation with theCompany, in accordance with the new commitments assumed, and the newnegotiations conducted, by the Company with such corporation, which includeadditional 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, 1998executed by such corporation with the Company, in accordance with the newcommitments assumed, and the new negotiations conducted, by the Company withsuch corporation, which include additional shares and changes to thesubscription 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. 18vi. 22,312 Class II Series N Treasury Shares in favor of Donaldson Lufkin andJenrette Securities Corporation, pursuant to that certain (i) Commitment andEngagement Letter dated February 22, 2000, and (ii) Assignment and AcceptanceAgreement dated March 1, 2000.vii. 764,938 Class II Series N Treasury Shares in favor of bondholders under aSenior Notes Offering made by the Company in the international markets on March17, 2000 in the amount of US$ 300’000,000.00, pursuant to that certain PurchaseAgreement dated March 10, 2000 and ancillary documentation.viii. 17’998,500 Class II Series N-1 Treasury Shares for the new Stock PurchasePlan granted to certain officers of the Company, which is being prepared by theBoard of Directors, upon the terms and subject to the conditions that such Boardof Directors deems advisable, provided that the Board of Directors shall beentitled to allocate a portion of such shares for retention employee plans,change of control plans offered to certain officers or other similar plansoffered 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 approvedby the Board of Directors, including performance bonuses, and his share underthe 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 inconnection with signing bonuses or the like, which shall be kept readilyavailable for the Board of Directors and/or the Chairman of the Board and ChiefExecutive 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/orthe 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 FundingCorporation (in its capacity as assignee of Bank of America InternationalInvestment Corporation), as compensation for the counseling services rendered bycertain officers of such corporation in favor of the Company in year 2000, uponthe terms and subject to the conditions approved by the Board of Directors onthe 28th day of April, 2000.xii. 27,754 Class II Series N-1 Treasury Shares in favor of BankAmericaInvestment Corporation (in its capacity as assignee of LA Strategic CapitalPartners II), as compensation for the counseling services rendered by certainofficers of such corporation in favor of the Company in year 2000, upon theterms and subject to the conditions approved by the Board of Directors on the28th 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 bycertain officers of such corporation in favor of the Company in year 2000, uponthe terms and subject to the conditions approved by the Board of Directors onthe 28th day of April, 2000. 19xiv. 684,199 Class II Series N-1 Treasury Shares in favor of Directors andmembers of diverse committees of the Company, as compensation for meetingsattended in years 2001, 2002, 2003, 2004 and 2005.The Chairman further proposed to the shareholders to waive their preemptiveright to subscribe the 26’134,954 registered shares with no par value, includingthe 23’110,943 Class II Series N-1 shares to be kept at the Treasury of theCompany, so that the Company may perform its obligations derived from certainstock options and warrants prior approved by the Shareholders and the Board ofDirectors, provided that the remaining 3’024,011 Class II Series N shares shallbe kept at the Treasury of the Company, so that the Company may perform itsobligations derived from certain stock options and warrants prior approved bythe Shareholders and the Board of Directors of the Company.Thereafter, all the shareholders expressly waived their preemptive right tosubscribe the treasury shares that form part of the aforementioned capitalincrease.Furthermore, a proposal was made to authorize the Board of Directors of theCompany to launch the aforementioned Treasury Shares, provided that therequirements established in the stock purchase plans, agreements and warrantsrelated to such Treasury Shares are satisfied, informing the same to theSecretary of the Board of Directors, so that the respective entries may be madein the corporate books of the Company.After reviewing the aforementioned proposal, posing the questions they deemnecessary and expressly waiving their preemptive rights derived from the By-lawsand the Business Corporations Act, the Shareholders unanimously adopted thefollowing: RESOLUTIONS”ELEVEN.- A capitalization of the premium for stock subscription reflected inthe 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 ofthe 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 proportionto their current shareholding, including series and classes of shares.””TWELVE.- Since the number of shares to be issued in accordance with thepreceding resolutions is equal to the number of shares that were cancelled andexchanged in connection with the spin-off approved by means of the resolutionsreferred to in Item One of the Agenda for this General ExtraordinaryShareholders Meetings and for the “sake of simplicity”, no new stockcertificates are to be issued, and therefore, the shareholders shall keep theircurrent stock certificates.””THIRTEEN.- An increase of the variable portion of the authorized capital stockof Maxcom Telecomunicaciones, S.A. de C.V. is approved, by issuing 26’134,954 20shares with no par value, including the 23’110,943 Class II Series N-1 shares tobe kept at the Treasury of the Company, so that the Company may perform itsobligations derived from certain stock options and warrants prior approved bythe Shareholders and the Board of Directors, provided that the remaining3’024,011 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 stockoptions and warrants prior approved by the Shareholders and the Board ofDirectors of the Company as follows:i. 575,000 Class II Series N Treasury shares for the Stock Purchase Plan grantedto certain officers of the Company prior approved by the Shareholders andratified 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 BancaMultiple, Grupo Financiero Banamex (“Banamex”). In this regard, the Secretary ofthe Board of Directors is instructed to take any necessary actions to replaceand cancel the Stock Certificate deposited with Banamex, in its capacity asTrustee under Trust No. 14166-4, and issue new stock certificates covering theTreasury Shares referred to herein.ii. 1’105,799 Class II Series N Treasury Shares in favor of CT GlobalTelecommunications, Inc., pursuant to that certain Amended and RestatedOperating Agreement dated May 21, 1998 executed by such corporation with theCompany, in accordance with the new commitments assumed, and the newnegotiations conducted, by the Company with such corporation, which includeadditional 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, 1998executed by such corporation with the Company, in accordance with the newcommitments assumed, and the new negotiations conducted, by the Company withsuch corporation, which include additional shares and changes to thesubscription 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 andJenrette Securities Corporation, pursuant to that certain (i) Commitment andEngagement Letter dated February 22, 2000, and (ii) Assignment and AcceptanceAgreement dated March 1, 2000.vii. 764,938 Class II Series N Treasury Shares in favor of bondholders under aSenior Notes Offering made by the Company in the international markets on March17, 2000 in the amount of US$ 300’000,000.00, pursuant to that certain PurchaseAgreement dated March 10, 2000 and ancillary documentation. 21viii. 17’998,500 Class II Series N-1 Treasury Shares for the new Stock PurchasePlan granted to certain officers of the Company, which is being prepared by theBoard of Directors, upon the terms and subject to the conditions that such Boardof Directors deems advisable, provided that the Board of Directors shall beentitled to allocate a portion of such shares for retention employee plans,change of control plans offered to certain officers or other similar plansoffered 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 approvedby the Board of Directors, including performance bonuses, and his share underthe 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 inconnection with signing bonuses or the like, which shall be kept readilyavailable for the Board of Directors and/or the Chairman of the Board and ChiefExecutive 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/orthe 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 FundingCorporation (in its capacity as assignee of Bank of America InternationalInvestment Corporation), as compensation for the counseling services rendered bycertain officers of such corporation in favor of the Company in year 2000, uponthe terms and subject to the conditions approved by the Board of Directors onthe 28th day of April, 2000.xii. 27,754 Class II Series N-1 Treasury Shares in favor of BankAmericaInvestment Corporation (in its capacity as assignee of LA Strategic CapitalPartners II), as compensation for the counseling services rendered by certainofficers of such corporation in favor of the Company in year 2000, upon theterms and subject to the conditions approved by the Board of Directors on the28th 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 bycertain officers of such corporation in favor of the Company in year 2000, uponthe terms and subject to the conditions approved by the Board of Directors onthe 28th day of April, 2000.xiv. 684,199 Class II Series N-1 Treasury Shares in favor of Directors andmembers of diverse committees of the Company, as compensation for meetingsattended in years 2001, 2002, 2003, 2004 and 2005.””FOURTEEN.- It is noted and confirmed that the shareholders present at themeeting waived their preemptive right to subscribe the shares to be kept at theTreasury of the Company established in the By-laws of the Company and Article132 of the Business Corporations Act.” 22″FIFTEEN.- The Board of Directors is expressly authorized to launch theaforementioned Treasury Shares upon satisfaction of the requirements establishedin the stock purchase plans, agreements and warrants related to such TreasuryShares, informing the same to the Secretary of the Board of Directors, so thatthe respective entries may be made in the corporate books of the Company. In anycase, the Board of Directors of the Company shall be entitled to determine theterms and conditions applicable for the stock purchase and otherwise plans forcertain officers of the Company, as well as for the compensation plans for themembers 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 madeby the Chairman, the Meeting unanimously adopted the following: RESOLUTION”SIXTEEN.- Rogelio Espinosa Cantellano, Liliana Leon Chimalpopoca, ChristianCassereau Amerena, Milton Gonzalez Gayosso and Gonzalo Alarcon Iturbide aredesignated delegates for this Meeting, so that they may individually; a) appearbefore a Notary Public chosen by them to formalize, in whole or in part, theresolutions adopted and reflected in the Minutes of this Meeting; b) registerthe corresponding public instrument, whether directly or through any otherperson, with the corresponding Public Registry of Property and Commerce in theplace in which the registered office of the Company is located; c) issuecertifications of these minutes, in whole or in part, as necessary; and d) takeany actions necessary in order to formalize, execute and perform the resolutionsadopted at this Meeting.”Without having any other matter to discuss, the General ExtraordinaryShareholders 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 AttendanceList were present during the entire Meeting.Afterwards, these Minutes were prepared, read, unanimously approved by all theShareholders 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