Translation for information purposes only**Table of Contents**     CHAPTER ONE. CORPORATE NAME AND SUPPLEMENTARY REGULATIONS, CORPORATE PURPOSE, NATIONALITY ANDFOREIGN SHAREHOLDERS  4 One. Corporate Name and Supplementary Regulations  4 Two. Corporate Purpose  4 Three. Registered Office  6 Four. Term  6 Five. Nationality and Foreign Shareholders  6 CHAPTER TWO. CAPITAL STOCK AND SHARES  7 Six. Composition of the Capital Stock, Shares and Voting Rules  7 Seven. Capital Stock Variations; Treasury Shares and Trading  9 Eight. Limitations on the Acquisition of Shares and Acquisition of Own Shares  12 Nine. Limited Voting Shares  15 Ten. Share Certificates  15 Eleven. Stock Ledger  15 Twelve. Cancellation of Registration with the National Securities Registry  16 CHAPTER THREE. MANAGEMENT AND SURVEILLANCE OF THE COMPANY  16 SECTION ONE – BOARD OF DIRECTORS  16 Thirteen. Composition of the Board of Directors  16 Fourteen. Appointment of Directors  17 Fifteen. Minority Rights for Designating Directors  18 Sixteen. Meetings of the Board of Directors; Quorum and Voting Procedures  18 Seventeen. Meetings of the Board of Directors; Notice and Place of Meeting  18 Eighteen. Chairman and Secretary of the Meetings of the Board of Directors  19 Nineteen. Minutes of the Board of Directors Meetings  19 Twenty. Board of Directors Resolutions without a Meeting  19 Twenty One. Powers and Duties of the Board of Directors  19 Twenty Two. Additional Powers of the Board of Directors; Responsibility of the Directors andSafe-Harbor  23 Twenty Three. Powers and Duties of the Chairman of the Board of Directors  24 Twenty Four. Powers and Duties of the Secretary of the Board of Directors  25 Twenty Five. Indemnity for Directors  26 Twenty Sixth. Fidelity Bonds for Directors, Chief Executive Officer and Relevant Officers  28 SECTION TWO – CHIEF EXECUTIVE OFFICER  28 Twenty Seven. Designation and Powers of the Chief Executive Officer  28 Twenty Eight. Powers and Duties of the Chief Executive Officer  28 Twenty Nine. Specific Powers of the Chief Executive Officer  30 Thirty. Indemnity for Chief Executive Officer and Relevant Officers  31 SECTION THREE – BOARD COMMITTEES  31 Thirty One. Creation of Committees  31 Thirty Two. Surveillance of the Company  32 Thirty Three. Composition and Operation of Committees performing Audit and CorporateGovernance Duties  32 Thirty Four. Audit Committee Duties and Obligations  32 
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Translation for information purposes only     Thirty Five. Corporate Governance Duties and Obligations  33 Thirty Six. Operating Committee or Executive Committee  33 Thirty Seven. Engagement of Outside Auditors and Advisors  34 CHAPTER FOUR. SHAREHOLDERS MEETINGS  34 Thirty Eight. Notices of Meeting  34 Thirty Nine. Supreme Authority  35 Forty. General Ordinary Shareholders Meetings  35 Forty One. General Extraordinary Shareholders Meetings  36 Forty Two. Minority Rights  37 Forty Three. Attendance at Shareholders Meetings  37 Forty Four. The Meeting; Minutes  39 CHAPTER FIVE. FISCAL YEAR AND FINANCIAL STATEMENTS  39 Forty Five. Fiscal Years  39 Forty Six. Financial Statements  39 Forty Seven. Profit Allocation  39 CHAPTER SIX. DISSOLUTION AND LIQUIDATION OF THE COMPANY  39 Forty Eight. Dissolution  39 Forty Nine. Liquidation  40 Fifty. Powers of Liquidators  40 Fifty One. Registration of Liquidators  40 CHAPTER SEVEN. APPLICABLE LAW AND JURISDICTION  40 TRANSITORY CLAUSES  40 Clause One Transitory  40 Clause Two Transitory  40 
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Translation for information purposes only**Maxcom Telecomunicaciones, S.A.B. de C.V.****BYLAWS****CHAPTER ONE. CORPORATE NAME AND SUPPLEMENTARY REGULATIONS, CORPORATE PURPOSE, NATIONALITYAND FOREIGN SHAREHOLDERS****One. Corporate Name and Supplementary Regulations.**     (a) Corporate Name. The corporate name of the company is “Maxcom Telecomunicaciones”,which shall be followed by the words “*Sociedad Anónima Bursátil de Capital Variable*” or theabbreviation thereof “*S.A.B. de C.V.*” (the “Company”).     (b) Supplementary Regulations. In addition to what is provided for in these bylaws,the Company shall be governed by the Securities Market Law (*Ley del Mercado de Valores)*, theadministrative regulations issued in accordance therewith and, in a supplementary manner, theGeneral Law of Business Corporations (*Ley General de Sociedades Mercantiles)*.**Two. Corporate Purpose.**     The purpose of the Company is to:     (a) Install, acquire, operate and exploit a public telecommunications network and/orradio-spectrum frequency bands, in each case granted by the Mexican federal government through theMinistry of Communications and Transportation (*Secretaría de Comunicaciones y Transportes*) or anyother governmental agency, as well as to provide auxiliary and related services (including, withoutlimitation, the provision of local telephony, domestic and international long distancetelecommunication services, public telephony, voice, data, images, programs (including cabletelevision programming and Internet protocol transmission).     (b) Market, buy, sell, import, export, industrialize, distribute, manufacture, represent,receive or grant under any concession or agency, rent, and lease any kind of goods, products,services and value-added secondary services, and trade, in general, any equipment, services andgoods of any kind related to the communications industry.     (c) Promote, incorporate, organize, exploit, acquire and participate in the capital stock orassets of any kind of Mexican or foreign business corporations or partnerships, associations orcompanies, regardless of the nature or denomination thereof, engaged in any industrial, commercial,service or otherwise business, as well as to participate in the management affairs thereof.     (d) Represent, in Mexico or abroad, as an agent, commission merchant, intermediary,representative, or attorney-in-fact all kind of Mexican or foreign organizations, companies,businesses, individuals or corporations, whether public or private, regardless of the nature ordenomination thereof.
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Translation for information purposes only     (e) Enter into contracts, agreements and undertakings of any kind, carry out commercialtransactions, conduct legal proceedings and professional activities of any kind in theaforementioned line of business, whether on behalf of the Company or in representation of thirdparties.     (f) Obtain and exploit, through any legal means, any concessions, permits, franchises,licenses, authorizations, allotments, patents, trademarks, copyrights, trade names andadvertisements of any kind which contribute to the accomplishment of the corporate purposes andgoals of the Company.     (g) Receive, from third-party legal entities and individuals, and provide to third-party legalentities and individuals, any services necessary to accomplish their corporate purpose or businessgoals, such as administrative, financial, treasury, audit, marketing, and accounting services, aswell as services necessary for creating software, preparing manuals, analyzing operating results,evaluating the information related to productivity and potential financing, preparing studies oncapital availability, providing technical support, rendering consultations and advice, amongothers.     (h) Obtain, acquire, develop, improve, utilize, grant and receive licenses of or dispose of(through any legal means) any kind of patents, trademarks, service marks, utility models,copyrights, industrial designs, trade secrets, invention certificates, trade names andannouncements, and any other intellectual property rights in Mexico or abroad.     (i) Obtain any kind of financings, loans or credits, issue debentures, bonds and commercialpaper and any debt instruments or debt securities, regardless of the denomination or laws governingthereof, with or without the creation of guarantees or securities in the form of pledges,mortgages, trusts or through any other legal means, for any purposes that may be determined by theCompany.     (j) Grant any other type of financing or loan to individuals, business corporations,partnerships, companies and legal entities.     (k) Grant any kind of guarantee, security interest or collateral in respect of obligations,negotiable instruments or debt instruments payable by any individuals, corporations, partnershipsor legal entities of any nature, regardless of the denomination or laws governing thereof, becominga guarantor, joint and several obligor or several obligor of such legal entities or individuals.     (l) Issue, accept, execute, guarantee and endorse any type of negotiable instruments or debtinstruments, as well as to carry out any type of credit transactions and derivative financialtransactions, regardless of the denomination or laws governing thereof.     (m) Build, supervise or engage, directly or through third parties, any kind of constructionsor facilities for offices or otherwise purposes.     (n) Conduct, directly or through third parties, training programs and research works.     (o) Lease, rent, or inter into a commodatum in respect of, and acquire, possess, exchange,sell, transfer, dispose or encumber, title to or possession of, any kind of personal and realassets, including any real or personal rights therein, as necessary or advisable for accomplishingits corporate purpose, regardless of the denomination or laws governing thereof.
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Translation for information purposes only     (p) Act as agent, mediator or representative of any individual or legal entity.     (q) Manufacture, transform, fit, market, import, export, buy, sell, or dispose of, through anylegal means, any machinery, spare parts, materials, raw materials, industrial products, goods andmerchandises of any nature.     (r) Trade its own shares, securities representing its shares, negotiable instruments or debtinstruments on capital markets in Mexico and abroad, obtaining the prior authorization of thecompetent authorities, if necessary, including through foreign stock exchanges or trading systems,as well as to request the registration of its securities with any Mexican or foreign securitiesauthority and register its securities for trading purposes with any stock exchange or tradingsystem.     (s) Issue unsubscribed shares to be publicly traded in accordance with Article 53 (fiftythree) of the Securities Market Law, or any other applicable provision replacing such article.     (t) Create trusts and cause them to issue ordinary certificates of participation thatrepresent its shares, whether the same are deemed neutral investment instruments or not.     (u) Acquire its own shares, in accordance with the Securities Market Law and any otherapplicable laws and regulations.     (v) Take any action or designate any committee, as required or permitted in accordance withapplicable laws.     (w) In general, take any actions, and carry out any transactions, actions or activities,including those of an ancillary, accessory or incidental nature, that may be necessary or advisablein order to accomplish the aforementioned corporate purpose and enter into any type of contracts oragreements with third parties, including with the shareholders of the Company, providing for rightsand obligations of the Company, in accordance with any applicable laws it deems advisable.**Three. Registered Office.**     The registered office of the Company shall be located in Mexico City, Federal District,provided that agencies or branches may be established in Mexico or abroad and that contractualdomiciles may be established, none of which shall be deemed as a change of the registered office.**Four. Term.**     The term of the Company shall be unlimited.**Five. Nationality and Foreign Shareholders.**     **(a) **Nationality. The Company is a Mexican legal entity.     **(b) **Foreign Shareholders.          (i) The current and future foreign Shareholders irrevocably agree with the Ministry of ForeignAffairs to be treated as Mexican nationals (*i.e.*, such foreign Shareholders shall have noadditional rights as Shareholders based solely on their citizenship or country of domicile) withrespect to (i) their Shares and (ii) the Company’s properties, rights, governmental concessions(including any rights and obligations derived from the agreements entered into by the Company withthe Mexican authorities), securities and interests. No current and future foreign Shareholdersshall
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Translation for information purposes onlyrequest intervention by any sovereign government into the business or affairs of the Company,under penalty of forfeiture of such Shareholder’s Shares to the benefit of the Mexican nation ifsuch Shareholder violates this undertaking. The undertaking set forth in this section 5(b)(i) shallbe enforceable by the Ministry of Foreign Affairs.          (ii) Shareholders may be Mexican nationals or of any foreign nationality; provided,however, that the capital stock of the Company held by non-Mexican Shareholders shall notexceed the maximum foreign investment percentage permitted under the Foreign Investment Law, as thesame may be amended, modified or repealed from time to time.          (iii) Foreign national governments shall not own shares or CPOs.     No entry shall be made in the Stock Ledger of the Company by the Secretary of the Board ofDirectors of the Company in respect of transfers of shares made in violation of the above.**CHAPTER TWO. CAPITAL STOCK AND SHARES****Six. Composition of the Capital Stock, Shares and Voting Rules.**     (a) The capital stock of the Company is divided into 2 (two) categories: fixed and variable.The fixed portion cannot be withdrawn and amounts to fifty four million seven hundred and fiftythree thousand three hundred and two 00/100 pesos ($54,753,302.00), represented by one million fivehundred and twenty eight thousand eight hundred and twenty seven (1,528,827) common and registeredSeries A-Class I shares with no par value, fully subscribed and paid up.     (b) The variable portion of the capital stock is unlimited and represented by common andregistered Series A-Class II shares with no par value.     (c) Subject to the provisions of Clause Nine of these Bylaws and the paragraphs below, all theSeries A shares shall be common voting shares, vesting equal rights and obligations in the holdersthereof.     (d) Notwithstanding any other contrary provision contained in these Bylaws and subject to theapplicable limitations on shareholding rights of foreigners set forth in the Foreign Investment Law(as amended, modified or repealed) and Article 12 (twelve) of the Federal Telecommunications Law,the Series A shares may be freely subscribed; provided, however, that, as provided for in theauthorization issued by the federalgovernment through the Ministry of Economic Affairs, up to ninety five percent (95%) of theSeries A shares may be subscribed by, acquired by, transferred to, and owned by, a bank acting astrustee (the “Trustee”) under a neutral investment trust (the “Neutral InvestmentTrust”), in accordance with Article 19 (nineteen) of the Foreign Investment Law and otherapplicable provisions, in which case, Trustee shall issue non-redeemable ordinary certificates ofparticipation (the “CPOs”) under such Neutral Investment Trust, which may be freelysubscribed, acquired and owned by Mexican or foreign investors; provided that such CPOs may vest inthe holders thereof certain voting rights regarding the underlying Series A shares of the NeutralInvestment Trust.     (e) Series A shares not represented by CPOs shall always represent not less than five percent(5%) of the issued and outsanding shares of the capital stock of the Company and shall besubscribed and paid-up by Mexican investors. No entry shall be made in the corporate books of theCompany by the Secretary of the Board of Directors
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Translation for information purposes onlyof the Company in respect of transfers of sharesmade in violation of this item (e), provided that any such transfer shall be null and void.     (f) Mexican investors shall at all times control no less than fifty one percent (51%) of thevoting shares representing the capital stock of the Company, either by holding Series A sharesdirectly or through CPOs. Consequently, Mexican investors shall always have the actualcontrol of the Company. The Company Secretary shall have the authority to demand evidence ofMexican national status when determining whether any holder of shares is eligible to vote.     (g) Unless otherwise provided for, and upon satisfaction of the requirements set forth, inArticles 57 (fifty seven), 366 (three hundred sixty six) and 367 (three hundred sixty seven) of theSecurities Market Law (in which case the limit referred to in Clause Five, item (b) (ii), of theseBylaws shall apply), the shares representing the capital of the Company, or negotiable instrumentsrepresenting such shares (acquisitions made through mutual funds excepted), may not be directly orindirectly acquired by any legal entities in respect of which the Company has the power to (i)directly or indirectly impose decisions at the General Shareholders Meetings thereof, or designateand remove most of the Directors, administrators or equivalent officers thereof, (ii) hold rightsenabling it to directly or indirectly cast votes in respect of more than fifty percent (50%) of thecapital stock thereof, or (iii) directly or indirectly direct the management, strategy or mainpolicies thereof, either by holding securities, by means of an agreement or contract or through anyother means.     (h) As permitted by the Foreign Investment Law, any Series A shares represented by CPOs,whether or not held by foreign nationals, shall not be deemed shares held by foreign investorswithin the meaning of the Foreign Investment Law.     (i) As established in the concession granted by the Federal Government, acting through theMinistry of Communications and Transportation (the “Ministry of Communications”) in favorof the Company to install, operate and exploit public telecommunications networks, if one personintends to transfer, subscribe or in general acquire Series A shares that represent ten percent(10%) or more of the outstanding capital stock of the Company (or any other higher or lowerpercentage established by the then valid and effective applicable Mexican laws, if any), then:          (i) Such Person shall give a written notice informing its intention to the Company (and theCompany in turn shall inform the same to the Board of Directors andthe Ministry of Communications), provided that said written notice shall include the necessaryinformation to identify the person than intends to acquire the Series A shares (the“Acquirer”).          (ii) The transfer, subscription or in general acquisition of Series A shares shall beconditioned to the provision to the Ministry of Communications by the Acquirer of any informationthat said Ministry of Communications may require in order to evaluate the Acquirer in accordancewith applicable laws. If the Acquirer is a legal entity, it shall identify the persons thatdirectly or indirectly hold ten percent (10%) or more of the capital stock of such legal entity (orany other higher or lower percentage established by the then valid and effective applicable Mexicanlaws, if any).          (iii) It the transfer, subscription or acquisition of Series A shares is not declined by theMinistry of Communications within a period of ninety (90) calendar days from the giving of suchnotice, the transfer, subscription or acquisition shall be deemed approved by the Ministry ofCommunications.
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Translation for information purposes only          (iv) None of such transfers, subscriptions or acquisitions shall be registered in the StockLedger of the Company, unless if approved or not declined by the Ministry of Communications,without prejudice to any other authorizations required from other authorities in accordance withapplicable laws.          (v) No authorization shall be required from the Ministry of Communications in respect of anytransfers, subscriptions or acquisitions of CPOs or other instruments issued by the Company, ifany, that are deemed neutral investments in accordance with applicable laws.          (vi) To the extent required by law, the main provisions of this item (i) (or a summarythereof) shall be reflected in the provisional or final stock certificates issued by the Company.     (j) If at any time either the Foreign Investment Law or the Federal Telecommunications Law isamended to allow one (1) or more foreign legal entities or individuals to hold and/or control theCompany, then the limitations on the shareholding of the capital stock by foreigners referred to inthese Bylaws shall automatically become ineffective as of the date on which such amendment (the“Regulatory Amendments”) comes into effect. In such event, the Company shall take any andall actions necessary or desirable to terminate the Neutral Investment Trust and permit anallocation of the underlying Series A shares of the CPOs among the holders thereof. Such actionsshall include but not be