**Exhibit 1.1**

 

**TRADUCCIÓN**

 

**DEED NUMBER: FIFTY THREE**

 

In the City of Buenos Aires, onthe eleventh day of the month of January, 2000, before me, Notary Public, thereappears Mr. Héctor Horacio MAGNETTO, married, domiciled at Avalos 2057, BuenosAires, of age, legally qualified and known to me, I attest, who appears onbehalf of the company called “MULTICANAL S.A.”, with domicile at Avalos2057, Buenos Aires, in his capacity as Chairman thereof, the legal existence ofwhich he evidences with the following deeds: (a) with organization deed enteredon July 15, 1991 before the Notary Public of this City, Mr. Guillermo EmilioCoto on page 910 of Registry No. 1181 assigned to him, a certified photocopy ofthe certified copy of which, registered with the Public Registry of Commerce onJuly 26, 1991 under No. 5225 of Book 109, Volume A of Corporations, wasenclosed to page 6039 of the file of year 1992 of this Registry. (b) with thedeed of Amendment to By-laws of June 22, 1992, entered on page 6039 of thisRegistry, a certified copy of which was registered with such Registry on July27, 1992 under No. 6758 of Book 111, Volume A of Corporations. (c) with thedeed of capital increase and amendment to section four of the By-laws ofSeptember 8, 1993, entered on page 10424 of this Registry, a certified copy ofwhich was registered with such Registry on October 15, 1993 under No. 10106 ofBook 113, Volume A of Corporations; (d) with the deed of capital increase andamendment to the text of section four of the By-laws of September 7, 1994,entered on page 12812 of this Registry, a certified copy of which wasregistered with such Registry on October 3, 1994 under No. 10106 of Book 115,Volume A of Corporations; (e) with the deed of amendment to sections first,seventh and eighth of the By-laws with change of name of October 6, 1994,entered on page 14239 of this Registry, a certified copy of which wasregistered with such Registry on October 21, 1994 under No. 10814 of Book 115,Volume A of Corporations; (f) with the deed of merger, change of name andamendment to By-laws of March 15, 1996, entered on page 3231 of this Registry,a certified copy of which was registered with such Registry on August 29, 1996under No. 8175 of Book 119, Volume A of Corporations; (g) with the deed of capitalincrease and amendment of all the text of the By-laws of August 6, 1996,entered on page 11677 of this Registry, a certified copy of which wasregistered with such Registry on January 10, 1997 under 

 

----

 

No. 421 of Book 120, Volume Aof Corporations; (h) with the deed of capital increase and amendment to sectionfour of the By-laws of December 13, 1996, entered on page 21839 of thisRegistry, a certified copy of which was registered with such Registry on August21, 1997 under No. 2196 of Book 122 of Corporations; (i) with the deed ofmerger of the companies Televisión Ensenada S.A., ETSA Emprendimientos enTelecomunicaciones S.A., Transvisión S.A., Cabtel Argentina S.A., FincableS.A., Platavisión S.A., C.C.T.V. S.A., Video Cable Oeste S.A., Video Cable SurS.A., Lomaxcable S.A., Casaro Visión S.A., Almirante Brown Cable, ABC – VisiónSatelital S.A., Aqua Electrónica S.A., Super Video Cable S.A., Dardo RochaCablevisión S.A., Cele Video Color S.A., Telecable Lanús S.A. and Videomar S.A.of April 20, 1998, entered on page 5788 of this Registry, a certified copy ofwhich was registered with such Registry on March 4, 1999 under No. 3107 of Book4 of Corporations; (j) with the deed of capital increase and amendment of allthe text of the By-laws of July 16, 1998, entered on page 11228 of thisRegistry, a certified copy of which was registered with such Registry onOctober 21, 1998 under No. 11880 of Book 3 of Corporations; and (k) with thedeed of spin-off/merger with the companies “Video Cable Comunicación S.A.” and“Cablevisión S.A.” of October 8, 1999, entered on page 7172 of this Registry,registration of which with the Superintendency of Corporations is stillpending. The capacity invoked by the appearing party is evidenced in theMinutes of Meeting which, in its corresponding book I have had before me, andthe pertinent parts of which read as follows: “Minutes of Meeting. In the Cityof Buenos Aires, on the 30th day of the month of April, 1999 ... theshareholders of Multicanal S.A. held a General Ordinary Meeting at Piedras1743, Buenos Aires. Having the meeting been called to order by the Chairman,Dr. Héctor Horacio Magnetto, he informed the attendees that seven shareholderswere present at the meeting, all represented, who jointly held 343,996,033 shares,of which 199,466,667 are non endorsable registered ordinary shares of $1nominal amount each and entitled to 5 votes per share and 144,529,366 arebook-entry ordinary shares of $1 nominal amount each and entitled to one voteper share, representing 94% of the capital stock and 98.113351207% of the votesof the Company, as shown on page 27 of the Share Deposit and Meeting AttendanceBook. The Directors Héctor Horacio Magnetto, José Antonio Aranda, Ignacio JorgeRosner and Alejandro Alberto Urricelqui were also present, as well as thePresident of the Supervisory Committee, Dr. Juan María de la Vega ... Then, thefirst item of the Agenda was submitted for consideration: 1) Designation oftwo shareholders to approve and sign the minutes. Mr. Pablo César Casey, inhis capacity as representative of the shareholder Héctor Horacio Magnetto tookthe floor and motioned to have this minutes approved and signed by Mr. 

 

2

----

 

Eduardo Alberto Lohidoy, in hiscapacity as representative of the shareholders José Antonio Aranda andLucio Rafael Pagliaro. Having the motion been put to vote, same wasunanimously carried. ... Then, the seventh item of the Agenda was submitted forconsideration: 7) Determination of the number and election of the regularand alternate members of the Board of Directors. The representative ofInvercab S.A. took the floor and motioned to elect five regular directors andfour alternate directors, re-electing the present regular members of the Boardof Directors, Mr. Héctor Horacio Magnetto, as Chairman, Mr. José AntonioAranda, as Regular Director and to substitute the Chairman, and Messrs. LucioRafael Pagliaro, Alejandro Alberto Urricelqui and Ignacio Jorge Rosner, andMessrs. Héctor Mario Aranda, Alfredo Santiago Elliot, Ignacio Driollet andMaría Lucila Romero to indistinctly replace, in the event of their absence,impediment or illness, the regular directors. Having the motion been put tovote, same was unanimously carried. ... There being no further business totransact, the meeting was adjourned ...There follow the signatures”. All thathas been read and transcribed coincides with the corresponding documents, Iattest. And the appearing party, in the capacity invoked, states: That theGeneral Extraordinary Meeting held by the company he represents on December 28,1999 resolved to amend sections ten and thirteen of the corporate By-laws andthe preparation of an amended text thereof, for the notarization of which hedelivers to me the corresponding Minutes of Meetings Book and MeetingAttendance Book, from which I proceed to transcribe the parts relevant to thisact, which read as follows: “Minutes of Meeting. In the City of Buenos Aires,on the 28th day of the month of December, 1999 ... the shareholdersof Multicanal S.A. held an Extraordinary Meeting at Hipólito Yrigoyen 1628, 2ndFloor. Having the meeting been called to order by the Chairman, Dr. HéctorHoracio Magnetto, he informed the attendees that three shareholders werepresent at the meeting, all represented, who jointly held 343,996,033 shares,of which 199,466,667 are non endorsable registered ordinary shares of $1nominal amount each and entitled to 5 votes per share and 144,529,366 arebook-entry ordinary shares of $1 nominal amount each and entitled to one voteper share, representing 94% of the capital stock and 98.113351207% of the votesof the Company, as shown on page 28 of the Share Deposit and Meeting AttendanceBook. The Directors José Antonio Aranda, Lucio Rafael Pagliaro, Ignacio JorgeRosner and Alejandro Alberto Urricelqui were also present, as well as thePresident of the Supervisory Committee, Dr. Juan María de la Vega and theRepresentative of the Buenos Aires Stock Exchange, Ms. Ana María Laurenzo. Therepresentatives of the CNV and of the Federal Broadcasting Committee were notpresent. Then, the first item of the Agenda was submitted for consideration: 1)Designation of two shareholders to approve and sign the minutes. 

 

3

----

 

The Chairman took the floor andmotioned to have this minutes approved and signed by Mr. Pablo C. Casey, in hiscapacity as representative of Arte Gráfico Editorial Argentino S.A. and by Mr.Martín G. Ríos, in his capacity as representative of the shareholder MulticanalHolding LLC. Having the motion been put to vote, same was unanimously carried.Then, the second item of the Agenda was submitted for consideration: 2)Amendment of Sections Ten and Thirteen of the Corporate By-laws. TheChairman, Mr. Héctor Horacio Magnetto, took the floor and stated that as hadbeen resolved by Directors in their meeting of November 30, 1999 and in orderto include in the Corporate By-laws the obligation that decision related to:(a) the acquisition of another company’s capital stock, or of a substantialpart thereof or of the assets of another company or going concern, the value ofwhich, in each case, exceeds two hundred million U.S. Dollars (US$200,000,000); (b) the sale or transfer of the Company’s assets, other than inthe ordinary course of business, if the value of the assets so sold ortransferred (which for that purpose will be equivalent to the price agreed forthe sale or transfer) exceeds fifteen million U.S. Dollars (US$ 15,000,000) andif, as a result of such sale or transfer, the aggregate amount of the sales andtransfers made during the relevant fiscal year exceeds sixty million U.S.Dollars (US$ 60,000,000); (c) the execution of agreements, refinancingagreements and other transactions resulting in an indebtedness of more thantwenty million U.S. Dollars (US$ 20,000,000) and if as a result of suchtransaction the total consolidated indebtedness of the Company (net of Cash andCash Equivalents, without including, for the purposes of this calculation, theamount received as proceeds from the transaction) is increased to more thaneight hundred and ninety nine million U.S: Dollars (US$ 899,000,000); (d) theincurrence by the Company in expenses, allocations and/or any other capitalexpenditures which exceed, in aggregate and for any fiscal year, the amountsfixed in the Company’s annual budget by thirty five million U.S. Dollars (US$35,000,000); and (e) any capital increase of the Company, be adopted, given theimportance thereof, by a meeting of shareholders duly convened and held, it wasnecessary, and so he motioned, to amend Sections Ten and Thirteen, the amendedtext of which will read as follows: “SECTION TEN: The Board of Directorsshall have full powers to administer and dispose of property, including thosefor which special powers of attorney are required, pursuant to section 1881 ofthe Civil Code and section nine of Decree-Law No. 5965/63. It may, therefore,enter into, on behalf of the Company, all kind of legal acts aimed at thefulfillment of the corporate purpose, inter alia, to operate with Banco de laNación Argentina, Banco Nacional de Desarrollo, Banco de la Provincia de BuenosAires, Banco Hipotecario Nacional and all kind of banks, financial companies orpublic or private credit 

 

4

----

 

institutions; establishagencies, branches or other type of representative offices within or outsidethe country; grant and revoke general and special powers of attorney to act incourt – including to file criminal complaints – or out of court, ofadministration or of any other nature, with or without power of substitution,with the purposes and scopes deemed convenient (to act pursuant to powers ofattorney granted to operate with banks, of administration or to enter intoagreements, the signature of two attorneys in fact will be required); start,prosecute, answer or dismiss accusations or criminal complaints performing anyact whereby the Company may acquire rights or undertake obligations. The legalrepresentation of the Company will be vested in the Chairman of the Board ofDirectors, or in the Vice Chairman in the event of absence or impediment of theChairman. Notwithstanding the aforesaid, the matters, formalities, proceedingsand acts listed in sub-sections (a) – (e) of Section Thirteen of these By-lawsmay only be lawfully carried out by the Company, once a duly convened and heldmeeting approves the performance thereof, subject to the provisions of suchSection Thirteen”. “SETION THIRTEEN: The quorum and majoritiesestablished by sections 243 and 244 of Law No. 19,550 will be applicableaccording to the class of meeting, if it is held on first or second call, andthe matters considered thereat. Notwithstanding the aforesaid, the matterslisted below will require the express approval of the Meeting: (a) theacquisition of another company’s capital stock, or of a substantial partthereof or of the assets of another company or going concern, the value ofwhich, in each case, exceeds two hundred million U.S. Dollars (US$200,000,000); (b) the sale or transfer of the Company’s assets, other than inthe ordinary course of business, if the value of the assets so sold ortransferred (which for that purpose will be equivalent to the price agreed forthe sale or transfer) exceeds fifteen million U.S. Dollars (US$ 15,000,000) andif, as a result of such sale or transfer, the aggregate amount of the sales andtransfers made during the relevant fiscal year exceeds sixty million U.S.Dollars (US$ 60,000,000); (c) the execution of agreements, refinancingagreements and other transactions resulting in an indebtedness of more thantwenty million U.S. Dollars (US$ 20,000,000) and if as a result of suchtransaction the total consolidated indebtedness of the Company (net of Cash andCash Equivalents, without including, for the purposes of this calculation, theamount received as proceeds from the transaction) is increased to more thaneight hundred and ninety nine million U.S: Dollars (US$ 899,000,000); (d) theincurrence by the Company in expenses, allocations and/or any other capitalexpenditures which exceed, in aggregate and for any fiscal year, the amountsfixed in the Company’s annual budget by thirty five million U.S. Dollars (US$35,000,000); and (e) any capital increase of the Company. For the purposes ofthese By-laws, “Cash and cash equivalents” shall 

 

5

----

 

mean the total average amountof the consolidated monthly balance of cash and cash equivalents of the Companyduring the 12 months prior to the indebtedness, as shown in the consolidatedmonthly balance sheets of the Company”. Finally, the Chairman motioned that, onaccount of the above amendments, the shareholders approve the amended text ofthe Corporate By-laws, which is fully transcribed at the end of this minutes.Having the motion been put to vote, same was unanimously carried. There beingno further business to transact, the meeting was adjourned at 5:00 p.m. CORPORATEBY-LAWS. SECTION ONE: The name of the Company is MULTICANAL S.A. Itsregistered office is located within the jurisdiction of the City of BuenosAires. SECTION TWO: The duration of the Company is ninety nine years,counted as from the date of its registration with the Public Registry ofCommerce. SECTION THREE: The purpose of the Company is: (a) theinstallation and exploitation of broadcasting services, in accordance with theprovisions of Law No. 22,285 or of any other law which may amend it or replaceit in the future. In particular, to exploit stations and broadcasters ofsupplementary services of closed television circuits and community antennas,closed modulating frequency radio circuits, cable systems, codified or not,UHF, VHF MMDS air systems and any other system currently existing or to becreated in the future for television and modulating frequency radiotransmission and telephony. (b) Satellite transmission, reception andexploitation, with or without direct link, data transmission, videotext,teletext or any other present or future application of the telecommunicationsfield or electronics. (c) Private or public advertising and publicity in alltheir aspects and modalities, to wit: radio, television, cable (codified ornot), billboards, signs, printed mobile publicity, movie or video films and anyother advertising means. To produce, promote, organize, direct and/or adviseradio or television programs or films; hire technicians and casts for theabove-mentioned purposes; purchase and sell rights related thereto and to theperformance, assembly and manufacture of the necessary elements therefor, and(d) Agency: To exercise representations, agencies, mandates, assignments,management or administration of businesses directly related to the publicity,advertising and programming purpose. This corporate purpose will be carried outin accordance with the provisions regulating broadcasting activities and, inparticular, with those set forth by Law No. 22,285, its Regulatory Decree andits amendments, and with all the laws applicable to the matters covered by thecorporate purpose. To that end, the Company shall have full legal capacity toacquire rights, undertake obligations and exercise all acts which are notforbidden by law or these By-laws. SECTION FOUR: The capital stock is$365,953,227, represented by 365,953,227 shares divided into 199,466,667 Class“A” ordinary shares of $1 nominal amount each and entitled to 5 votes per 

 

6

----

 

share and 166,486,560 Class “B”shares of $1 nominal amount each and entitled to 1 vote per share. Class “A”shares will be non endorsable registered shares and Class “B” shares will bebook-entry shares, having the Board of Directors to resolve if the Register ofbook-entry shares corresponding to Class “B” shares will be kept by the Companyor by another entity. SECTION FIVE: If the Company’s shares join thepublic offering regime, the capital stock will be governed by the followingprovisions: (a) the Company’s capital stock will be reflected in balancesheets, in accordance with the last increase registered with the *InspecciónGeneral de Justicia*(Superintendency of Corporations) in the formprescribed by the legal and statutory rules in force. The capital stock may beincreased by resolution of the Ordinary Meeting, without any limit as to amountand without an amendment to the By-laws being required. The evolution ofcapital stock in the last three years shall be stated in a note to the balancesheet, which shall indicate the amount thereof, the amount authorized in thepublic offering and the non paid amount, according to the rules in force; (b)the issues of ordinary shares to be offered for subscription may be resolved bythe Ordinary Meeting with the quorum and majorities specified in these By-lawsand pursuant to the rules in force. The Meeting may delegate in the Board ofDirectors the power to establish the date and ways of placement, as well as theissue price, subject to the objective guidelines that the Meeting will setforth in each case; (c) The paying-up of new issues may be made ininstallments, if it is so resolved by the Meeting, in which case provisionalcertificates representing partially paid-up shares will be issued, pursuant tosection 208 of the Business Companies Law No. 19,550. The Meeting may alsoestablish the release of subsequent assignors from the guarantee established bysection 210 of Business Companies Law No. 19,550. All the present or futureprovisions governing the conditions for the stock exchange or over-the-countertrading of the provisional certificates of partially paid-up shares will beapplicable to this matter; (d) subject to the same conditions preferred sharesmay be issued, the rights and characteristics of which will be determined byresolution of the Meeting. Preferred shares may have voting rights; in thislast case, they will be entitled to one vote per share in the events prescribedby section 217 of the Business Companies Law No. 19,550; (e) the minutesresolving a capital increase may be notarized if it so decided by the meetingand will be registered with the Public Registry of Commerce. SECTION SIX:The shares and provisional certificates to be issued will contain the legendsprescribed by sections 211 and 212 of Law No. 19,550. Certificates representingmore than one share may be issued. SECTION SEVEN: If the Company’sshares are publicly listed, the Board of Directors may resolve that the rightscorresponding to the shares the payment of which is overdue be sold by means ofa 

 

7

----

 

stock broker pursuant to theprovisions of the Buenos Aires Stock Exchange or of Mercado de Valores deBuenos Aires S.A. Once the listing authorization for the Company’s shares isobtained, upon a subscription of new shares the shareholders will have pre-emptiverights proportionally to their shareholdings, as well as residual pre-emptiverights. The Company will make the offer to the shareholders by publishing thenotice thereof for three days in the newspaper of legal publications and in anewspaper of general circulation in Argentina. The shareholders will be able toexercise their rights within the term fixed by the Meeting or the Board ofDirectors as from the day following the last publication. The Meeting approvingthe new issue will be considered an Extraordinary Meeting in the event itconsiders the reduction of the term fixed in section 194 of the BusinessCompanies Law No. 19,550 pursuant to the applicable rules in force. Pre-emptiverights may be assigned and will be instrumented upon request of the holderagainst presentation of slips “to bearer” issued by the Company or itsRegistrar, at no cost for the shareholder. SECTION EIGHT: Theadministration and management of the Company will be the responsibility of aBoard of Directors formed by the number of members established by the meeting,between a minimum of five (5) and a maximum of ten (10) directors, who willhold office for one year terms. The meeting shall designate an equal number ofalternate members for the same term, who will fill the vacancies that mayoccur, in the order determined by the meeting. In their first meeting,directors shall designate a Chairman and a director to replace him in the eventof his absence or impediment. The Board of Directors shall meet with thepresence of the absolute majority of its regular members and shall decide withthe majority of votes present. The meeting shall determine the remuneration ofthe Board of Directors. SECTION NINE: Each Director shall provide, asindemnity bond, the amount of one thousand pesos ($ 1,000) in cash, or itsequivalent in government securities. SECTION TEN: The Board of Directorsshall have full powers to administer and dispose of property, including thosefor which special powers of attorney are required, pursuant to section 1881 ofthe Civil Code and section nine of Decree-Law No. 5965/63. It may, therefore,enter into, on behalf of the Company, all kind of legal acts aimed at thefulfillment of the corporate purpose, inter alia, to operate with Banco de laNación Argentina, Banco Nacional de Desarrollo, Banco de la Provincia de BuenosAires, Banco Hipotecario Nacional and all kind of banks, financial companies orpublic or private credit institutions; establish agencies, branches or othertype of representative offices within or outside the country; grant and revokegeneral and special powers of attorney to act in court – including to filecriminal complaints – or out of court, of administration or of any othernature, with or without power of substitution, with the purposes and scopesdeemed 

 

8

----

 

convenient (to act pursuant topowers of attorney granted to operate with banks, of administration or to enterinto agreements, the signature of two attorneys in fact will be required);start, prosecute, answer or dismiss accusations or criminal complaintsperforming any act whereby the Company may acquire rights or undertakeobligations. The legal representation of the Company will be vested in theChairman of the Board of Directors, or in the Vice Chairman in the event ofabsence or impediment of the Chairman. Notwithstanding the aforesaid, thematters, formalities, proceedings and acts listed in sub-sections (a) – (e) ofSection Thirteen of these By-laws may only be lawfully carried out by theCompany, once a duly convened and held meeting approves the performancethereof, subject to the provisions of such Section Thirteen. SECTION ELEVEN:The supervision of the Company will be the responsibility of a SupervisoryCommittee formed by three (3) members and the same number of alternate members.They will hold office for one year terms and may be re-elected indefinitely.The Supervisory Committee shall meet with the presence of the majority of itsmembers. SECTION TWELVE: Meetings will be presided by the persondesignated in the relevant meeting. Only in the case of ordinary meetings firstand second call meetings may be simultaneously called, as provided in Section237 of Law No. 19,550, in which case the second call meeting will be held onehour after the time fixed for the first call meeting. SETION THIRTEEN:The quorum and majorities established by sections 243 and 244 of Law No. 19,550will be applicable according to the class of meeting, if it is held on first orsecond call, and the matters considered thereat. Notwithstanding the aforesaid,the matters listed below will require the express approval of the Meeting: (a)the acquisition of another company’s capital stock, or of a substantial partthereof or of the assets of another company or going concern, the value ofwhich, in each case, exceeds two hundred million U.S. Dollars (US$200,000,000); (b) the sale or transfer of the Company’s assets, other than inthe ordinary course of business, if the value of the assets so sold ortransferred (which for that purpose will be equivalent to the price agreed forthe sale or transfer) exceeds fifteen million U.S. Dollars (US$ 15,000,000) andif, as a result of such sale or transfer, the aggregate amount of the sales andtransfers made during the relevant fiscal year exceeds sixty million U.S.Dollars (US$ 60,000,000); (c) the execution of agreements, refinancingagreements and other transactions resulting in an indebtedness of more thantwenty million U.S. Dollars (US$ 20,000,000) and if as a result of suchtransaction the total consolidated indebtedness of the Company (net of Cash andCash Equivalents, without including, for the purposes of this calculation, theamount received as proceeds from the transaction) is increased to more thaneight hundred and ninety nine million U.S: Dollars (US$ 899,000,000); (d) theincurrence by the 

 

9

----

 

Company in expenses,allocations and/or any other capital expenditures which exceed, in aggregateand for any fiscal year, the amounts fixed in the Company’s annual budget bythirty five million U.S. Dollars (US$ 35,000,000); and (e) any capital increaseof the Company. For the purposes of these By-laws, “Cash and cash equivalents”shall mean the total average amount of the consolidated monthly balance of cashand cash equivalents of the Company during the 12 months prior to theindebtedness, as shown in the consolidated monthly balance sheets of theCompany. SECTION FOURTEEN. The fiscal year ends on December 31 of eachyear. As of that date financial statements are prepared pursuant to theprovisions in force and the applicable technical rules. The meeting may changethe fiscal year’s ending date by registering the relevant resolution with thePublic Registry of Commerce and informing it to the controlling entity. Netprofits will be allocated as follows: (a) five per cent up to twenty per centof the capital stock, to legal reserve; (b) to the remuneration of Directorsand Statutory Auditors; (c) to the dividend of preferred shares, givingpriority to unpaid cumulative dividends; (d) the balance, in whole or in part,to the additional participation of preferred shares and to the dividend ofordinary shares, or to voluntary reserves, or to the new account, or asprovided by the meeting. Dividends must be paid proportionally to therespective shareholdings within a year of having been approved. SECTIONFIFTEEN. The Company’s liquidation may be carried out by the Board ofDirectors or by the liquidator(s) designated by the meeting under thesupervision of a Statutory Auditor. Once the liabilities of the Company havebeen paid, the capital stock will be reimbursed according to thepre-established preferences and the balance will be distributed amongshareholders in the corresponding proportions. There follow the signatures.”“General Extraordinary Meeting of December 28, 1999. Order Number – Date - Year1999 - Day-Month - Shareholder – Full name and last name – Identity Document –Domicile – Representative - Number of Class A or Class B shares or certificates– Capital Stock – Number of votes – Signatures. **1.28.12.** Multicanal HoldingLLC – Martín Ríos – H. Yrigoyen 1628, Buenos Aires – 147,564,540 – 119,655,068– 27,909,472 – 147,564,540 – 626,184,812 – There is a signature. **2.28.12.**Grupo Clarín S.A. –Piedras 1743, Buenos Aires – Pablo César Casey – DNI 18,544,947 – H. Yrigoyen 1628, Buenos Aires – 79,811,599 – 79,811,599 – 79,811,599 –399,057,995 – There is asignature. **3.28.12.**Arte Gráfico Editorial Argentino S.A. – Piedras 1743,Buenos Aires - Pablo César Casey – DNI 18,544,947 – H. Yrigoyen 1628, BuenosAires – 116,619,894 - 116,619,894 - 116,619,894 - 116,619,894 – There is asignature. 343,996,033. 343,996,033. 1,141,862,701. In the City ofBuenos Aires, on the 22nd day of the month of December, 1999 ... thereception of attendance notices to the meeting called for 

 

10

----

 

December 28, 1999 is closed,having the notices from six (6) shareholders been received. There follows asignature. In the City of Buenos Aires, on the 28th day of December,1999 ... this Meeting Attendance Book is closed with the presence of three (3),all represented, who jointly hold 343,996,033 shares, of which 199,466,667 arenon endorsable registered ordinary shares of $1 nominal amount each andentitled to 5 votes per share and 144,529,366 are book-entry ordinary shares of$1 nominal amount each and entitled to one vote per share, representing 94% ofthe capital stock and 98.113351207% of the votes of Multicanal S.A. Therefollows a signature.” The above minutes are also a true copy of theiroriginals, I attest. As expressed by the appearing party, in the capacityinvoked, the above transcribed minutes are hereby notarized and a certifiedcopy is issued for its transcription with the Public Registry of Commerce andother purposes. THE NOTARY PUBLIC HEREBY CERTIFIES: (a) That the Minutes ofMeetings Book and the Meeting Attendance Book which have been reviewed for thisact have been officially sealed in the Public Registry of Commerce on March 13and 4, 1997 under numbers 17138-97 and 14315-97, respectively, and (b) that theminutes of meeting transcribed appears on pages 50 to 59 of such Minutes ofMeetings Book. Having the above been read and ratified, it is signed before me,I attest.

 

[*There are three illegible signatures*]                                                     

 

[*There is a seal which reads:*]Manuel Alonso – Notary Public – Professional License:2565.                    

 

The above coincides with itsoriginal deed entered on page 237 of National Registry No. 15 of this City,authorized by Notary Public, Mr. Manuel Alonso for the Company. In my capacityof holder of such Registry, I issue this First Certified Copy in 12 pages andthis page onto which I set my hand and seal in Buenos Aires, on the 11thday of the month of January,2000.                    

 

[*There is an illegible signature*].                                           

 

[*There is a seal which reads:*]Manuel Alonso – Notary Public – Professional License:2565.                       

 

 

Buenos Aires, March 23, 2000                                            

Superintendency ofCorporations                                        

 

11

----

 

Formality No. 0137004 -Amendment toBy-laws                              

 

I.G.J. Correlative Number:1539392 - *SociedadAnónima*                         

Name: MULTICANAL                                                                               

Deed(s) 53                                                                                                   

 

and/or privateinstruments                                                                           

 

Registered with this Registryunder number 4067, Book 10, Volume – of Corporations – C.C.:1                           

 

[*There is an illegible signature and anillegible seal*]                                 

 

[*There is the seal of the Ministry ofJustice – Superintendency of Corporations*]                              

 

 

***Es traducción fiel al inglés del documentooriginal en castellano. Buenos Aires, 20 de septiembre de 2000.***             

 

12

----