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GRUPO TELEVISA, S.A.B.
 BY-LAWS
CORPORATE NAME, DOMICILE, CORPORATE EXISTENCE,
CORPORATE PURPOSE AND NATIONALITY
 ARTICLE ONE.
 ARTICLE TWO.
 ARTICLE THREE.
 ARTICLE FOUR.




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ARTICLE FIVE.
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de jure
or de facto
 CHAPTER II
CAPITAL STOCK AND SHARES
 ARTICLE SIX.
  i)
    
    Series A consisting of up to 123,478,023,925 ordinary shares;
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ii)
    
    Series B consisting of up to 59,162,448,976 ordinary shares;iii)
    
    Series D consisting of up to 90,372,213,365 shares with limited
voting rights and preferred dividend, issued pursuant to Article One
hundred Thirteen of the Mexican Companies Law; andiv)
    
    Series L consisting of up to 90,372,213,365 shares with limitations
to voting and other corporate rights.
       ARTICLE SEVEN.
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1.
    
    Extension of the corporate existence of the Company;2.
    
    Advance dissolution of the Company;3.
    
    Change in the corporate purpose of the Company;4.
    
    Change of nationality of the Company;5.
    
    Transformation of the Company; and6.
    
    Merger of the Company with another company or legal entity.
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ARTICLE EIGHT.
  ARTICLE NINE.
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Board of Directors approval
 1.
    
    The Person in question shall submit a written approval application to the Board of Directors.
Such application shall be addressed and delivered, in an indubitable manner, to the Chairman
of the Board of Directors, with a copy to the Secretary and the Assistant Secretary of the
Board. The aforesaid application shall set forth and detail the following:
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II.
    
    Shareholders meeting approval:
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Shares
 Affiliate
 Competitor
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Control Controlled
 Material Interest
 Person
 Related Person
 Subsidiary
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ARTICLE TEN.
 CHAPTER III
INCREASE AND DECREASE IN THE CAPITAL STOCK
 ARTICLE ELEVEN.
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ARTICLE TWELVE.
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ARTICLE THIRTEEN.
  CHAPTER IV
SHAREHOLDERS MEETINGS
 ARTICLE FOURTEEN.
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Special Meetings for Series D
    Special Meetings for Series L
    ARTICLE FIFTEEN.
  ARTICLE SIXTEEN.
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ARTICLE SEVENTEEN.
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ARTICLE EIGHTEEN. fideicomiso
   ARTICLE NINETEEN.
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ARTICLE TWENTY.
  ARTICLE TWENTY-ONE.
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(i)
    
    Increase or reduction of capital stock of the Company;(ii)
    
    Change in the corporate purpose;(iii)
    
    Issue of privileged shares;(iv)
    
    Redemption by the Company of its shares and issue of beneficial shares
(acciones de goce); without this being applicable to the repurchase of shares referred
to in article 56 (Fifty-six) of the Securities Market Law and Article Eight of these
By-laws;(v)
    
    Issue of debentures or any other type of bonds;(vi)
    
    Merger of the Company;(vii)
    
    Spin-off of the Company;(viii)
    
    The resolution regarding exercise of the liability actions and other acts provided in
articles 38 (Thirty-eight) of the Securities Market Law and 161 (One Hundred Sixty
One) and 162 (One Hundred and Sixty-two) of the Mexican Companies Law.(ix)
    
    The resolution of matters referred to in Article Nine Section Two of these
By-laws.(x)
    
    Any amendment to these By-laws.
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ARTICLE TWENTY-TWO.
  (i)
    
    The report by the Board of Directors submitted to the Meeting pursuant to Article One
Hundred and Seventy-two of the Mexican Companies Law;(ii)
    
    The report by Audit Committee Chairman, the report by the Corporate Practice Committee
Chairman and the report by the Chief Executive Officer;(iii)
    
    The consolidated and unconsolidated financial statements audited by an independent
public accountant, including the notes necessary to clarify and supplement the information
thereof;(iv)
    
    The application of fiscal year profits, including, expressly, the payment of dividends
in cash or in shares, in any manner;(v)
    
    The appointment and, as the case may be, removal, of 11 (eleven) members of the Board
of Directors and their respective Alternates, that correspond to Series A;(vi)
    
    The appointment and, as the case may be, removal, of the Chairman of the Board of
Directors, the Chairman or Chief Executive Officer of the Company, and the Secretary and
Alternate Secretaries;
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(vii)
    
    Define the amount that may be assigned to repurchase of shares, as determine the
percentage of the capital stock susceptible of such operations;(viii)
    
    The appointment and, as the case may be, removal of the Audit Committee Chairman and of
the Corporate Practice Committee Chairman, in case the Shareholders Meeting appoints or
removes them.(ix)
    
    The appointment and, as the case may be, removal of the members of the Audit Committee
and of the Corporate Practice Committee of the Company, if the Shareholders Meeting
appoints or removes them.
  ARTICLE TWENTY-THREE.
 I.
    
    First Call.
  (i)
    
    Increase or reduction of capital stock of the Company;(ii)
    
    Change in the corporate purpose;(iii)
    
    Issue of privileged shares;
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(iv)
    
    Redemption by the Company of its shares and issue of beneficial shares
(acciones de goce); without this being applicable to the repurchase of shares referred
to in article 56 of the Securities Market Law and Article Eighth of these By-laws;(v)
    
    Issue of debentures or any other type of bonds;(vi)
    
    Merger of the Company;(vii)
    
    Spin-off of the Company;(viii)
    
    Any amendment in the By-laws;(ix)
    
    Redemption by the Company of shares of the capital stock with distributable
profit and issue of shares of enjoyment or limited vote shares, preferential shares, or
of any kind other than ordinary shares.(x)
    
    Increase in capital stock according to Article 53 (Fifty-three) of the
Securities Market Law.(xi)
    
    Other matters for which the applicable legislation and the By-laws expressly
require a special quorum.
    Second Call
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(i)
    
    Increase or reduction of capital stock of the Company;(ii)
    
    Change in the corporate purpose;(iii)
    
    Issue of privileged shares;(iv)
    
    Redemption by the Company of its shares and issue of shares of enjoyment; with
out this being applicable to the repurchase of shares referred to in article 14-Bis 3
of the Securities Market Law and Article Eighth of these by-laws;(v)
    
    Issue of debentures or any other type of bonds;(vi)
    
    Merger of the Company;(vii)
    
    Spin-off of the Company;(viii)
    
    Any amendment in the By-laws;(ix)
    
    Redemption by the Company of shares of the capital stock with distributable
profit and issue of shares of enjoyment or limited vote shares, preferential shares, or
of any kind other than ordinary shares.(x)
    
    Increase in capital stock according to Article 53 (Fifty-three) of the
Securities Market Law.(xi)
    
    Other matters for which the applicable legislation and the By-laws expressly
require a special quorum.
     ARTICLE TWENTY-FOUR.
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ARTICLE TWENTY-FIVE.
   CHAPTER V
MANAGEMENT OF THE COMPANY;
THE BOARD OF DIRECTORS
 SECTION I
 MISCELLANEOUS
 ARTICLE TWENTY-SIX.
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ARTICLE TWENTY-SEVEN.
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ARTICLE TWENTY-EIGHT.
 ARTICLE TWENTY-NINE.
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ARTICLE THIRTY.
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ARTICLE THIRTY-ONE.
 ARTICLE THIRTY-TWO.
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SECTION II
 AUTHORITIES AND OBLIGATIONS OF THE BOARD OF DIRECTORS
 ARTICLE THIRTY-THREE.
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Diligence duty
 Fiduciary Duty
 Liability Action
 No Liability
 SECTION III
 EXECUTIVE COMMITTEE
 ARTICLE THIRTY-FOUR.
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SECTION IV
 THE PRESIDENT OF THE COMPANY
 ARTICLE THIRTY-FIVE.
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CHAPTER VI
 SURVEILLANCE OF THE COMPANY
 ARTICLE THIRTY-SIX.
   Corporate Practice Committee
 Audit Committee
 ARTICLE THIRTY-SEVEN
 CHAPTER VII
 FISCAL YEAR AND FINANCIAL INFORMATION
 ARTICLE THIRTY-EIGHT.
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ARTICLE THIRTY-NINE
     CHAPTER VIII
 PROFITS AND LOSSES
 ARTICLE FORTY.
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ARTICLE FORTY-ONE.
 CHAPTER IX
 DISSOLUTION AND LIQUIDATION
 ARTICLE FORTY-TWO.
 ARTICLE FORTY-THREE.
 ARTICLE FORTY-FOUR.
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ARTICLE FORTY-FIVE.
 CHAPTER X
 JURISDICTION AND COMPETENCE
 ARTICLE FORTY-SIX.
 CHAPTER XI
 SPECIAL PROVISIONS
 ARTICLE FORTY-SEVEN .
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ARTICLE FORTY-EIGHT.
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