**Exhibit 1.3**

 

**DEEDNUMBER: ONE HUNDRED AND FORTY-SIX**.

 

MERGER: Between “MULTICANAL S.A.” (merging company), and “RADIO SATELSOCIEDAD ANÓNIMA” and others (merged companies).

 

In the City of Buenos Aires, onthis thirteenth day of February, year two thousand and three, before me,Notary Public, there appear Saturnino HERRERO MITJANS, married,domiciled at Avalos 2057, in this City, Alejandro Alberto Urricelqui,married, domiciled at Avalos 2057, in this City, and José María SAENZVALIENTE (h), married, domiciled at Hipólito Yrigoyen 1628, 2ndfloor, in this City, who are of age, capable, known unto me, which I attest,and I also attest that they appear herein in the following capacities: (A) theformer, in the name and on behalf of the following Companies: (I) A Companydomiciled at Avalos 2057, in this City, designated as “MULTICANAL S.A.”,as President thereof specially authorized to act herein, evidencing thelegal capacity of the Company by means of the following deeds: (a) A deedevidencing its incorporation, dated July 15, 1991, before Notary PublicGuillermo Emilio Coto, of this City, on folio 910 of Register 1181, a certifiedcopy of which, as registered in the Public Registry of Commerce on July 26,1991, number 5225, Book 109, Volume A, Corporations, was added as a certifiedphotocopy on folio 6039, protocol year 1992 of this Register. (b) A deedevidencing an amendment to section three of the Bylaws, dated June 22, 1992, onsuch folio 6039 of this Register, a certified copy of which was registered in theabove mentioned Registry of Commerce on July 27, 1992, number 6758, Book 111,volume A, Corporations. (c) A deed evidencing a capital increase and anamendment to section four of the bylaws, dated September 8, 1993, on folio10424 of this Register, a certified copy of which was registered in suchRegistry of Commerce on October 15, 1993, number 10106, Book 113, volume A,Corporations. (d) A deed evidencing a capital increase and an amendment tosection four of the bylaws, dated September 7, 1994, on folio 12812 of thisregister, a certified copy of which was registered in such Registry of Commerceon October 3, 1994, number 10106, Book 115, volume A, Corporations. (e) A deedevidencing an amendment to sections one, seven and eight of the bylaws, includinga change of designation, dated October 6, 1994, on folio 14239 of thisRegister, a certified copy of which was registered in such Registry of Commerceon October 21, 1994, number 10814, Book 115, volume A, Corporations. (f) A deedevidencing a merger, change of designation and amendment to the bylaws, datedMarch 15, 1996, transcribed on folio 3231 of this register, a certified copy ofwhich was registered in such Registry of Commerce

 

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on August 29, 1996, number8175, Book 119, volume A, Corporations. (g) A deed evidencing a capitalincrease and integral reform of the text of the bylaws, dated August 6, 1996,on folio 11677 of this register, a certified copy of which was registered insuch Registry of Commerce on January 10, 1997, number 421 , Book 120, volume A,Corporations. (h) A deed evidencing a capital increase and amendment to sectionfour of the bylaws, dated December 13, 1996, on folio 21839 of this register, acertified copy of which was registered in such Registry of Commerce on August21, 1997, number 9126, Book 122, Corporations. (i) A deed evidencing a mergerof 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., Agua Electrónica S.A., Super Video Cable S.A., Dardo RochaCablevisión S.A., Cele Video Color S.A., Telecable Lanús S.A. and VideomarS.A., dated April 20, 1998, on folio 5788 of this register, a certified copy ofwhich was registered in such Registry of Commerce on March 4, 1999, number3107, Book 4, Joint Stock Companies. (j) A deed evidencing a capital increaseand integral reform of the bylaws, dated July 16, 1998, transcribed on folio11228 of this register, a certified copy of which was registered in suchRegistry of Commerce on October 21, 1998, number 11880, Book 3, Joint StockCompanies. (k) A deed evidencing an amendment to the bylaws, dated January 11,2000, transcribed on folio 237 of this register, a certified copy of which wasregistered in such Registry of Commerce on March 23, 2000, number 4067, Book10, Joint Stock Companies. (l) A deed evidencing a merger of the companies“Buena Imagen S.A.”, “Caro’s Televisión S.A.”, “Ciudad del Encuentro TelevisiónS.A.”, “Circuito Cable Visión Sociedad Anónima”, “Compañía CableinversoraS.A.”, “Compañía Teleinversora S.A.”, “Difusora Sociedad Anónima”, “InversoraMultivisión S.A.”, “M.M.D.S. – Mandataria S.A.”, “Norte Visión Inversora S.A.”,“Orbe Video Cable S.A.”, “Río de la Plata Cable Color Sociedad Anónima”, “VideoCable San Vicente S.A.”, “Sanfercable S.A.”, “Teve Cable General Pico S.A.”,“T.V. Cable Sociedad Anónima”, “Te-Ve-Co S.A.”, “Tele Cable Norte S.A.”,“Telemundo S.A.”, “Videocable del Plata S.A.”, “Cable Total Sociedad Anónima”,“Cerri Video Cable Sociedad Anónima”, “Cablevisión Du-Ke Sociedad Anónima”,“Multivisión Sociedad Anónima” and “Video Visión S.A.”, dated December 15,2000, transcribed on folio 9852 of this register, the registration of acertified copy of which is pending in the above mentioned register. And (ll) Adeed evidencing an amendment to the bylaws, dated May 8, 2001, transcribed onfolio 3065 of this Register, a certified copy of which was registered in suchRegistry of Commerce on August 21, 2001, number 10140, Book 15, Joint

 

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Stock Companies. For abetter clarification of the subject, I transcribe below the relevantportions of some sections of the bylaws, which read as follows: “Section One:The name of the company is Multicanal S.A. The company has its legal domicilewithin the jurisdiction of the City of Buenos Aires. Section Two: The term ofthe company shall be ninety-nine years counted as from the date of theregistration thereof in the Public Registry of Commerce. ... Section Eight: Themanagement and administration of the company shall be the responsibility of aBoard of Directors whose members shall be in such number as established by ashareholders meeting, and shall be not less than five (5) nor more than ten(10), and shall hold their office for one year. ... The directors shall, at theirfirst meeting, appoint a chairman and a Director who shall substitute theChairman in case of absence or impediment thereof. The Board of Directors shallhold meetings with the presence of a majority of its regular members and shalltake actions with a majority of votes of the Directors present. ... Section Ten:The Board of Directors has ample powers to administer and dispose of theproperties. ... The joint signature of the attorneys in fact shall be a conditionfor the exercise of any general powers of attorney that may be granted foradministration, banking and contract execution purposes. ... The legalrepresentation of the company shall be vested on the Chairman of the board ofdirectors or the Vice-Chairman of the board in case of absence or inability ofthe former. ... Section Eleven: The supervision of the company shall be theresponsibility of the Supervisory Committee, which shall have three (3) membersand a similar number of alternate members. They shall hold office for a term ofone year. ... Section Fourteen: The fiscal year of the company ends on December31 each year...” The capacity invoked by this appearing party is evidenced by theMinutes of Shareholders Meetings and the Board of Directors, which I have hadbefore me as they appear in the relevant books, are transcribed on folio 3061of protocol year 2001, and show that the members of the Board of Directors are:Chairman Saturnino Herrero Mitjans, Alternate Chairman Director AlejandroAlberto Urricelqui, Directors Ignacio Jorge Rosner, Vicente Gabriel Di Loretoand Jorge Carlos Rendo. And (II) A Company domiciled at Piedras 1743, in thisCity, designated as “PLATAFORMA DIGITAL S.A.”, as President thereof, providingevidence of the legal capacity of the Company by means of the followingdocumentation: (a) A deed evidencing its incorporation, dated March 21, 1997,transcribed on folio 6037 of this register, a certified copy of which wasregistered in the Public Registry of Commerce on March 26, 1997, number 2985,Book 120, volume A, Corporations. And (b) A deed evidencing a capital increaseand an amendment to section four of the bylaws, executed on October 1, 1998, onfolio 15914 of this register, a certified copy of which was registered in suchRegistry of Commerce on November 3, 1998, number 12643,

 

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Book 3, Joint Stock Companies.The capacity invoked by this appearing party is evidenced in this case by theMinutes of Shareholders Meetings and the Board of Directors, which I have hadbefore me as they appear in the relevant books and certified copies of which Iattach hereto. (B) The second party appears in the name and on behalf of aCompany domiciled at Avalos 2057 in this City, designated as “RADIO SATELSOCIEDAD ANÓNIMA”, as President thereof, providing evidence of the legalcapacity of the Company by means of the following documentation: (a) A deedevidencing its incorporation agreement executed as a private instrument onJanuary 16, 1991, a certified copy of which, in the form of a certifiedphotocopy, was added on folio 18070 protocol year 1998 of this register, andwas registered in the Public Registry of Commerce of the Province of Santa Feon April 26, 1991, number 462, folio 232, Book 6, Bylaws of Corporations. And(b) A deed evidencing a change of jurisdiction to this City and an amendment tothe bylaws, dated March 29, 2000, transcribed on folio 2137 of this register, acertified copy of which was registered in the Public Registry of Commerce ofthis City on August 17, 2001, number 10124, Book 15, Joint Stock Companies. Thecapacity invoked by this appearing party is evidenced by the Minutes ofShareholders Meetings, which I have had before me as they appear in therelevant book and a certified copy of which I attach hereto. And (C) The thirdparty appears in the name and on behalf of the following companies: (I) ACompany having its legal domicile at Avalos 2057 in this City, designated as“VIDEO CABLE NORTE S.A.”, as President thereof specially authorized to actherein, and he provides evidence of the legal capacity of such company by meansof a deed evidencing the organization thereof by transformation of Video CableNorte S.R.L., dated May 9, 1994, and a rectifying deed dated September 5, 1994,both submitted to Notary Public Ms. Gloria Nelly Perez Goiri, of this City, onfolios 675 and 1301 of register 1493 in her charge, certified copies of whichwere registered together in the Public Registry of Commerce of this City onNovember 14, 1994 under number 11,738, Book 115, Volume A, Corporations, andcertified photocopies thereof were added on folio 6748 protocol year 1997 ofthis same register. The capacity invoked by this appearing party is evidencedby the Minutes of Shareholders Meetings, which I have had before me as theyappear in the relevant book and a certified photocopy of which I attach hereto.(II) A Company having its legal domicile at Avalos 2057 in this City,designated as “CABLE ESPACIO DEL BUEN AYRE S.A.”, as President thereofspecially authorized to act herein, and he provides evidence of the legalcapacity of such company by means of the following deeds: (a) A deed evidencingthe incorporation thereof, dated December 5, 1991, submitted to Notary PublicClaudio A. G. Caputo of this City on folio 645 of register 398 in his charge, a

 

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certified copy of which wasregistered in the Public Registry of Commerce of this City on December 23,1991, number 11,308, Book 110, Volume A, Corporations. And (b) A deedevidencing a capital increase and an amendment to the bylaws, and a supplementaldeed, dated September 13, 1993, and June 29, 1994, respectively, submitted toNotary Public Carlos Héctor Scala of this City on folios 461 and 344 ofRegister 562 in his charge, certified copies of which were registered togetherin such Registry of Commerce on December 20, 1994, number 13,300, Book 116,Volume A, Corporations. Certified photocopies of such documents were added onfolio 6738 protocol year 1997 of this register. The capacity invoked by thisappearing party is evidenced by the minutes of shareholders meetings and of theboard of directors, which I have had before me as they appear in the relevantbooks and certified photocopies of which I attach hereto. (III) A Companyhaving its legal domicile at Avalos 2057 in this City, designated as “TELEVISIÓNPOR CABLE S.A.”, as President thereof specially authorized to act herein, andhe provides evidence of the legal capacity of such company by means of thefollowing documents: (a) A deed evidencing the incorporation thereof, datedJune 24, 1993, submitted to Notary Public María P. F. Duque de Ledesma of thisCity on folio 227 of register 1003, a certified copy of which was registered inthe Public Registry of Commerce of this City on January 12, 1994, number 385 ,Book 114, Volume A, Corporations. (b) A deed evidencing an amendment to thebylaws dated May 27, 1994, submitted to notary public Carlos H. Scala of thisCity on folio 262, register 562, a certified copy of which was registered insuch Registry of Commerce on July 21, 1994, number 7175, book 115, volume A,Corporations. And (c) A deed evidencing a capital increase and an amendment tothe bylaws, dated August 2, 1994, submitted to the above mentioned NotaryPublic Scala on folio 390 of such Register 562, a certified copy of which wasregistered in such Registry of Commerce on December 6, 1994, number 12674, Book116, Volume A, Corporations. Certified photocopies of such documents were addedon folio 6758 protocol year 1997 of this register. The capacity invoked by thisappearing party is evidenced by the Minutes of Shareholders Meetings and of theBoard of Directors, which I have had before me as they appear in the relevantbooks and certified photocopies of which I attach hereto. (IV) A Company havingits legal domicile at Avalos 2057 in this City, designated as “CABLE VISIÓNCORRIENTES SOCIEDAD ANÓNIMA.”, as President thereof specially authorized to actherein, and he provides evidence of the legal capacity of such company by meansof the following documents: (a) A deed evidencing the incorporation thereof,dated September 6, 1985, submitted to Notary Public Alfredo A. Verardini of theCity of Corrientes on folio 172 of Register 31 in his charge, a certified copyof which was registered in the Public

 

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Registry of Commerce of theProvince of Corrientes on October 16, 1985 under number 3604, folio 158, Volume13, Business Associations, and a certified photocopy of which was added onfolio 16681, protocol year 1994, of this Register. And (b) A deed evidencing anamendment to the bylaws including a change of jurisdiction, executed onFebruary 16, 1995, on folio 1790 of this register, a certified copy of whichwas registered in the Public Registry of Commerce of this City on January 12,1996, number 363, Book 118, Volume A, Corporations. The capacity invoked bythis appearing party is evidenced in this case by the Minutes of ShareholdersMeetings, which I have had before me as they appear in the relevant book and acertified photocopy of which I attach hereto. And (V) A Company having itslegal domicile at Avalos 2057 in this City, designated as “RED ARGENTINA S.A.”,as President thereof specially authorized to act herein, and he providesevidence of the legal capacity of such company by means of a deed evidencingthe incorporation thereof, dated April 12, 1994, transcribed on folio 5276 ofthis register, a certified copy of which was registered in the Public Registryof Commerce of this City on April 19, 1994, number 3502, Book 114, Volume A,Corporations. The capacity invoked by this appearing party is evidenced in thiscase by the Minutes of Shareholders Meetings and the Board of Directors, whichI have had before me as they appear in the relevant books and certifiedphotocopies of which I attach hereto. All the information set forth andtranscribed is in accordance with the documents referred to, which I attest.And the appearing parties, on behalf of the parties they purport to represent,herein state: That the Special General Shareholders Meetings of the Companiesthey represent, held as unanimous meetings on June 22 and 23, 2001, resolved tocarry out a MERGER between “MULTICANAL S.A.”, and the companies Radio SatelSociedad Anónima, Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A.,Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, PlataformaDigital S.A. and Red Argentina S.A., a capital increase in the amount of pesos366,821,037, and an amendment of section four of the bylaws, and accordinglythey appear herein to execute the relevant final merger agreement, and for suchagreement to be notarized they deliver to me the respective books of minutes ofthe Board of Directors, minutes of Shareholders Meetings and Shareholders’Meeting Attendance Register, from which I herein transcribe the relevantportions related to this act, which portions, copied by their respective order,read as follows: (1) “MULTICANAL S.A.” “Transcription of the Minutes ofthe Board of Directors dated March 30, 2001, which were involuntarily omittedfrom transcription into the relevant books. Minutes of the Board ofDirectors: In the City of Buenos Aires, on this 30th day of themonth of March, 2001, ... at the corporate offices located at Avalos 2057,Federal Capital, the

 

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Board of Directors ofMulticanal S.A. holds a meeting with the presence of Directors Saturnino L.Herrero Mitjans, Alejandro Alberto Urricelqui, Ignacio Jorge Rosner and VicenteGabriel Di Loreto, to consider the following item of the Agenda: (1) Approvalof the Preliminary Merger Commitment. The meeting having been called to order,Chairman Mr. Saturnino L. Herrero Mitjans informs the attendees that he hascalled a meeting of the Board for purposes of submitting to the consideration ofthis body the preliminary merger commitment entered into on the 20thof the current month with Radio Satel Sociedad Anónima, Cable Espacio del BuenAyre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Plataforma Digital S.A. and Red Argentina S.A.Accordingly, the Chairman proceeds to read such commitment, which states asfollows: “Preliminary Merger Commitment. In the City of Buenos Aires, on this20th day of the month of March, 2001, by and among the companiesMulticanal S.A., domiciled at Avalos 2057, Federal Capital, represented by itsPresident, Mr. Saturnino L. Herrero Mitjans; Plataforma Digital S.A.,domiciled at Piedras 1743, Federal Capital, represented by its President, Mrs.Ernestina Laura Herrera de Noble, Cable Espacio del Buen Ayre S.A., domiciledat Avalos 2057, Federal Capital; Televisión por Cable S.A., domiciled at Avalos2057, Federal Capital; Video Cable Norte S.A., domiciled at Avalos 2057,Federal Capital; Cable Visión Corrientes Sociedad Anónima, domiciled at Avalos2057, Federal Capital; and Red Argentina S.A., domiciled at Avalos 2057,Federal Capital, all of them represented by their President, Mr. José MaríaSáenz Valiente (h), and Radio Satel Sociedad Anónima, domiciled at Santiago delEstero 2318, City of Santa Fe, represented herein by its President, Mr.Alejandro Alberto Urricelqui, agree to enter into this preliminary mergercommitment, subject to the provisions transcribed below and the provisions ofsections 82 through 87 of Business Associations Law No. 19,550, sections66 and 67 of General Resolution No. 6/80 of the General Superintendency ofCorporations, and sections 77 and 78 of Law No. 20,628 (reviewed text 1997, asamended), and sections 105 through 109 of its regulatory decree. First:Multicanal S.A., Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima herebyagree to merge their respective businesses by means of a contribution of theassets, liabilities, rights and obligations owned by such companies, effectinga full transfer thereof in favor of Multicanal S.A., which shall be the mergingcompany. Such merger shall include any businesses, claims, real and personalproperties, trademarks and patents, stocks, shareholdings and commercialpapers, as well as any rights and obligations of such companies existing at thetime of the merger, and also any such rights

 

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and obligations that may existor come to exist arising from prior actions or businesses conducted before themerger by Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisiónpor Cable S.A., Video Cable Norte S.A., Cable Visión Corrientes SociedadAnónima, Red Argentina S.A. and Radio Satel Sociedad Anónima. Accordingly, themerging company shall pursue all the businesses of Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima. The studies that have been conducted heretofore ensurethat no obligations or agreements exist which have not been accounted for orare unknown, it being understood that any liability arising hereafter shall beaccepted by the parties, as it shall be attributed to factors unknown orimpossible to assess at the date hereof. Second: The concentration in only onevehicle – Multicanal S.A., of the provision of cable television anddirect-to-home television services, the latter being also a supplementaryservice under applicable law; of the ownership of shares in Plataforma DigitalS.A., directly owned by a shareholder of Multicanal S.A., the ownership ofshares in Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., VideoCable Norte S.A., Radio Satel Sociedad Anónima, Cable Visión CorrientesSociedad Anónima and Red Argentina S.A., all directly owned by Multicanal S.A.,and the optimized use of the technical, administrative and financial structuresof Multicanal S.A. and the companies taking part therein, and also therationalization of their operating costs, are the reasons and goals that havebeen deemed significant for the consummation of this merger. Third: Forpurposes of consummating this merger, Multicanal S.A. shall be the survivingmerging company, successor generally to the businesses and operations ofPlataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima, and Multicanal S.A. shallaccordingly be the surviving company. Plataforma Digital S.A., Cable Espaciodel Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., CableVisión Corrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima, as the merged companies, shall accordingly be dissolved. Fourth: Theeffective date of the merger shall be January 1, 2001 (this date included), andas from such date the operation of Plataforma Digital S.A., Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima shall be deemed conducted by the merging company. Fifth: The balancesheets upon which the merger shall be based shall be the balance sheetsprepared by the companies as at December 31, 2000, as

 

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transcribed in the relevantaccounting books. Such balance sheets are an integral part of this commitment,as Annexes hereto. Sixth: the equity of each of the companies that are partieshereto is set forth below: Multicanal S.A. $ 365,953,227, represented by199,466,667 registered, non-endorsable, Class A ordinary shares of a nominalvalue of $ 1 each and 5 voting rights per share, and 166,486,560book-entry shares of a nominal value of $ 1 each and 1 voting right pershare; Plataforma Digital S.A. $ 16,303,000 represented by 16,303,000registered, non-endorsable ordinary shares of a nominal value of $ 1 eachand 1 voting right per share; Cable Espacio del Buen Ayre S.A. $ 710,000,represented by 710 registered, non-endorsable ordinary shares of a nominalvalue of $ 1,000 each and 1 voting right per share; Televisión por CableS.A. $ 520,000, represented by 520,000 registered, non-endorsable ordinaryshares of a nominal value of $ 1 each and 1 voting right per share; VideoCable Norte S.A. $ 260,000 represented by 260 registered, non-endorsableordinary shares of a nominal value of $ 1,000 each and 1 voting right pershare; Cable Visión Corrientes Sociedad Anónima $ 2,100,000, represented by2,100,000 registered, non-endorsable ordinary shares of a nominal value of$ 1 each and 1 voting right per share; Red Argentina S.A. $ 12,000,represented by 12,000 registered, non-endorsable ordinary shares of a nominalvalue of $ 1 each and 1 voting right per share; and Radio Satel SociedadAnónima $ 10,000, represented by 100,000 registered, non-endorsable ordinaryshares of a nominal value of $ 0.1 each and 5 voting rights per share.Seventh: This preliminary merger commitment shall be approved by the governingbodies of the companies that are parties hereto, and ratified by theirrespective special shareholders meetings. Eighth: To the effects provided undersection 83, paragraph 1, subparagraph C, of Law No. 19,550, it is herebyexpressly stated that an exchange ratio is provided at 1 share of a nominal valueof $ 1 of the merging company, for 18.78637 shares of a nominal value of$ 1 of Plataforma Digital S.A. By the delivery of shares in the mergingcompany in exchange therefor, the shareholding of Grupo Clarín S.A., amountingto 16,303,000 registered, non-endorsable ordinary shares, of a nominal value of$ 1 each in Plataforma Digital S.A. shall be terminated, and the capitalstock of Multicanal S.A. shall be increased as a result of the inclusion of theequity of the merged company for the amount of $ 867,810. Ninth: In orderto fulfill the requirement provided in the foregoing paragraph, Multicanal S.A.shall increase its capital stock in the amount of $ 867,810, that is, from$ 365,953,227 to $ 366,821,037, and shall issue 867,810 registered,non-endorsable, Class A ordinary shares, of a nominal value of $ 1 eachand five voting rights per share, which shall be delivered to Grupo Clarín S.A.in substitution of the 16,303,000 registered, non-endorsable ordinary sharesthat Grupo Clarín S.A. owned in Plataforma

 

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Digital S.A., given the factthat the remaining shareholders of Multicanal S.A. have given notice of theirwaiver of any first-refusal and accretion rights they may have in relationthereto. Tenth: The administrators Plataforma Digital S.A., Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima shall continue to perform their duties and have the powers pertainingthereto until such time as the final merger agreement shall be executed, and asfrom such date the administration thereof shall be governed pursuant to section84, last paragraph, of Law No. 19,550. Eleventh: Any dispute that may arise inrelation to the performance of this agreement, and also in relation to anymatter referring to the merger of the companies that are parties hereto, shallbe submitted to the competent jurisdiction of Federal First-Instance CommercialCourts sitting in the City of Buenos Aires, for which purpose the partiesestablish their respective special domiciles at the addresses set forth above.In witness whereof, eight counterparts of this instrument of the same tenor andto the same effect are signed.” The premises having been read, the attendingparties unanimously approve the actions taken by the President, and accordinglythe preliminary merger commitment transcribed above is approved. The seconditem in the Agenda is then submitted to consideration by the Directors: (2)Approval of the Prospectus for the merger of Multicanal S.A. (merging company)and Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión porCable S.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima,Red Argentina S.A. and Radio Satel Sociedad Anónima (merged companies), to befiled with the Argentine Securities Commission. Mr. Ignacio Jorge Rosneraddresses the chair and having been recognized states that, in conformity withapplicable law, the Company has prepared a merger prospectus containing anexplanation of the reasons for the merger, the reasons why such merger will nothave any equity, economic or financial incidence on the Company as the mergingcompany, the limitations agreed on for the management of business, and theguarantees given for the performance of corporate management until such time asthe merger, and also the special financial statements of the participatingcompanies and the special consolidated balance sheet, are registered in theGeneral Superintendency of Corporations. Such prospectus shall be filed withthe Argentine Securities Commission together with a request for theadministrative approval of the merger and the early liquidation of the mergedcompanies. Accordingly, Mr. Rosner moves that the Board of Directorsapprove the Prospectus that has been prepared. The motion is put to a vote andunanimously approved. There being no other business to be transacted, themeeting is adjourned. ... Signatures follow.” “Minutes of the Board ofDirectors: In the City of Buenos Aires, on this 25th

 

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day of the month of April,2001, ... at the corporate offices located at Avalos 2057, Federal Capital, theBoard of Directors of Multicanal S.A. holds a meeting with the presence ofDirectors Saturnino L. Herrero Mitjans, Alejandro Alberto Urricelqui, IgnacioJorge Rosner and Vicente Gabriel Di Loreto, to consider the following item ofbusiness: Consideration of the new exchange ratio in relation to the Merger ofthe Company with Plataforma Digital S.A. and other companies. Adaptation of theMerger Prospectus. The meeting having been called to order by Chairman Mr.Saturnino L. Herrero Mitjans, he informs the attendees that on March 03, 2001,upon the approval of the preliminary merger commitment, the exchange ratio tobe applied in relation to the capital increase resulting from the inclusion ofthe company Plataforma Digital S.A. into the net worth of Multicanal S.A. wasapproved, while the shares representing the capital stock of the remainingmerged companies are owned by Multicanal S.A. The Chairman goes on to statethat an error in such statement was detected, for where it mentioned the numberof shares of the merging company it should have said the shares of the mergedcompany, and so the exchange ratio must be correctly stated, which amendment,for the reasons referred to above, does not involve a change in the capitalstock amount of $ 867,810. Accordingly, the established exchange ratio isof 1 share of a nominal value of $ 1 of the merging company to 18,78637shares of a nominal value of $ 1 of Plataforma Digital S.A. Therefore, Mr.Rosner moves that this Board of Directors approve the exchange ratio herein setforth and that the Merger Prospectus be adapted accordingly, so that it may besubmitted to the approval of the Argentine Securities Commission. The motionhaving been put to a vote, it is unanimously approved. There being no furtherbusiness to be transacted, the meeting is adjourned. ... Signatures follow.” “Minutesof Shareholders Meeting: In the City of Buenos Aires, on this 22ndday of the month of June, 2001, ... at Piedras 1743, Federal Capital, theshareholders of Multicanal S.A. hold a Special General Shareholders Meeting. Themeeting having been called to order by Chairman Mr. Saturnino L. HerreroMitjans, he informs the attendees that three shareholders are present at themeeting, all of them by proxy, who collectively own 365,953,227 shares, ofwhich 199,466,667 are registered, non-endorsable ordinary shares of a nominalvalue of $ 1 each and 5 voting rights per share, and 166,486,560 arebook-entry registered shares of a nominal value of $ 1 each and 1 votingright per share, representing 100% of the capital stock and voting rights ofthe Company, as it arises from the Share Deposit Register and the ShareholdersMeeting Attendance Register on folio 33. Also present are Directors IgnacioJorge Rosner, Alejandro Alberto Urricelqui, Vicente G. Di Loreto and JorgeCarlos Rendo, the Chairman of the Supervisory Committee Dr. Juan María dela Vega, the Representative of the Buenos Aires Stock Exchange,

 

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Mrs. Ana María Laurenzo, whilethe Representative of the CNV (Argentine Securities Commission) and of the *ComitéFederal de Radiodifusión*(Federal Broadcasting Committee) are notattending. The first item of business is then considered: (1) Appointment oftwo shareholders to prepare and sign the minutes. Mr. Hugo López addresses thechair and as representative of shareholder Grupo Clarín S.A. moves that theseminutes be approved and signed by himself and Mr. Oscar Jaureguito, asrepresentative of shareholder Arte Gráfico Editorial Argentino S.A. The motionis put to a vote and unanimously approved. Thereafter the second item ofbusiness is brought before the meeting: (2) Approval of the preliminary mergercommitment entered into on March 20, 2001, with Radio Satel Sociedad Anónima,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Plataforma Digital S.A., andRed Argentina S.A. The Chairman takes the floor and informs the attendees thatsuch preliminary merger commitment was approved by the Board of Directors inits meeting held on March 30 this year, and proceeds to read the relevantminutes of the Board, which are not transcribed herein as they have alreadybeen recorded in the respective minutes book. After the reading is completedand after a brief exchange of ideas, the shareholders approve the preliminarymerger commitment dated March 20, 2001, entered into by the Company with RadioSatel Sociedad Anónima, Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima,Plataforma Digital S.A., and Red Argentina S.A. Then the third item of businessis brought to the consideration of the meeting: (3) Approval of the special andconsolidated merger balance sheets at December 31, 2000. As the shareholdershave duly in advance received the relevant documentation, which has beentranscribed in rubricated accounting books, it is unanimously resolved thatsuch documents will not be read nor transcribed in the minutes, and that thespecial and consolidated merger balance sheets at December 31, 2000 areapproved. Then the fourth item of business is considered: (4) Capital increase.Exchange and issue of shares. The Chairman takes the floor and states that, inorder to fulfill the preliminary merger commitment, it is in order, and hespecifically moves, that this Shareholders Meeting resolve a capital increaseof the Company in the amount of $ 867,810, that is, from$ 365,953,227 to $ 366,821,037, added to the equity of PlataformaDigital S.A., a merged company whose shares are not owned by Multicanal S.A. Tosuch an effect 867,810 registered, non-endorsable, Class A ordinary shares, ofa nominal value of $ 1 each and five voting rights per share, will beissued and delivered to Grupo Clarín S.A. in substitution for the 16,303,000registered, non-endorsable, ordinary shares previously owned thereby inPlataforma Digital S.A. (which shares

 

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shall be destroyed andexchanged), as the remaining shareholders of Multicanal S.A. have expressedtheir waiver of their first-refusal and accretion rights. After a brief debate,a capital increase is unanimously approved from $ 365,953,227 to$ 366,821,037 by the issue of 867,810 registered, non-endorsable, Class Aordinary shares, of a nominal value of $ 1 each and five voting rights pershare. Thereafter, the fifth item of business is considered: (5) Amendment toSection Four of the Corporate Bylaws. The representative of shareholder GrupoClarín S.A., Mr. Hugo López, takes the floor and states that, on the basis ofthe resolution that has just been adopted, Section Four of the Corporate Bylawsshould be amended, and he moves that such section be amended to read asfollows: “The capital stock is currently $ 366,821,037, represented by366,821,037 shares classified as 200,334,477 Class A ordinary shares, of anominal value of $ 1 each and 5 voting rights per share, and 166,486,560Class B ordinary shares, of a nominal value of $ 1 each and 1 voting rightper share. Class A shares shall be registered, non-endorsable shares, and ClassB shares shall be book-entry shares, and the Board of Directors shall resolvewhether the Register of Shareholders for book-entry, Class B shares shall bekept by the Company or by another entity.” After a brief debate the wording ofSection Four as transcribed above is unanimously approved, and the Chairman isalso unanimously authorized to have the amendment to the Corporate Bylawsherein decided formalized as a Public Deed. There being no further business tobe transacted, the meeting is adjourned. ... Signatures follow.” “SpecialGeneral Shareholders Meeting held on June 22, 2001. Order Number. Date Year2001 Day Month. Shareholder complete Name and Surname Identity DocumentDomicile. Representative complete Name and Surname Identity Document Domicile.Number of Shares or Certificates. Class A Class B Security, Share orCertificate Numbers. Capital $. Number of Votes. Signatures. 1 15 6 GrupoClarín S.A. Piedras 1743 Federal Capital Hugo López DNI (National IdentityDocument) 12,667,028 101,768,793 23 to 25 10 101,768,793 421,015,189. Thereappears a signature. 2 15 6 Arte Gráfico Editorial Argentino S.A. Piedras 1743Federal Capital Oscar Jaureguito DNI 11,095,088 116,619,894 9 116,619,894116,619,894. There appears a signature. 3 15 6 Multicanal Holding LLC HugoLópez DNI 12,667,028 147,564,540 1 to 22 1 to 8 147,564,540 626,184,812. Thereappears a signature. In the City of Buenos Aires, on this 15th dayof the month of June, 2001, at 06.00 p.m., the receipt of notices of attendanceat the Special General Shareholders Meeting convened to be held on June 22,2001, is closed. Notices of attendance have been received from three (3)shareholders, by proxy, who are the owners of 100% of the Capital Stock andvoting rights of the Company. There appears a signature. In the City of BuenosAires, on this 22nd day of the month of June, 2001, at 04.45 p.m.,

 

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this Shareholders MeetingAttendance Register is closed, with the presence of three (3) shareholders, byproxy, who are collectively the owners of 365,953,227 shares, of which199,466,667 are registered, non-endorsable, Class A ordinary shares, of anominal value of $ 1 and 5 voting rights per share, and 166,486,560 arebook-entry, Class B ordinary shares, of a nominal value of $ 1 and 1voting right per share, representing 100% of the capital stock and votingrights of the company. There appears a signature. (2) “RADIO SATEL SOCIEDADANÓNIMA” “Minutes of the Board of Directors”: In the City of BuenosAires, on this 30th day of the month of March, 2001 ... a meeting isheld at the corporate offices located at Santiago del Estero, City of Santa Fe,of the Board of Directors of Radio Satel S.A., with the presence of theDirectors who sign below, to consider the following item of the Agenda:Approval of the Preliminary Merger Commitment. The meeting having been calledto order by Chairman Mr. Alejandro Alberto Urricelqui, he informs the attendeesthat the meeting of the board has been convened so that it may consider thepreliminary merger commitment entered into on the 20th of thecurrent month with Multicanal S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Plataforma Digital S.A. and Red Argentina S.A. Accordingly,the Chairman then proceeds to read such commitment, as follows: “PreliminaryMerger Commitment. In the City of Buenos Aires, on this 20th day ofthe month of March, 2001, by and among the companies Multicanal S.A., domiciledat Avalos 2057, Federal Capital, represented by its President, Mr. Saturnino L.Herrero Mitjans; Plataforma Digital S.A., domiciled at Piedras 1743, FederalCapital, represented by its President, Mrs. Ernestina Laura Herrera de Noble,Cable Espacio del Buen Ayre S.A., domiciled at Avalos 2057, Federal Capital;Televisión por Cable S.A., domiciled at Avalos 2057, Federal Capital; VideoCable Norte S.A., domiciled at Avalos 2057, Federal Capital; Cable VisiónCorrientes Sociedad Anónima, domiciled at Avalos 2057, Federal Capital; and RedArgentina S.A., domiciled at Avalos 2057, Federal Capital, all of themrepresented by their President, Mr. José María Sáenz Valiente (h), and RadioSatel Sociedad Anónima, domiciled at Santiago del Estero 2318, City of SantaFe, represented herein by its President, Mr. Alejandro Alberto Urricelqui,agree to enter into this preliminary merger commitment, subject to theprovisions transcribed below and the provisions of sections 82 through 87 ofBusiness Associations Law No. 19,550, sections 66 and 67 of General ResolutionNo. 6/80 of the General Superintendency of Corporations, and sections 77 and 78of Law No. 20,628 (reviewed text 1997, as amended), and sections 105 through109 of its regulatory decree. First: Multicanal S.A., Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video

 

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Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima hereby agree to merge their respective businesses by means of acontribution of the assets, liabilities, rights and obligations owned by suchcompanies, effecting a full transfer thereof in favor of Multicanal S.A., whichshall be the merging company. Such merger shall include any businesses, claims,real and personal properties, trademarks and patents, stocks, shareholdings andcommercial papers, as well as any rights and obligations of such companiesexisting at the time of the merger, and also any such rights and obligationsthat may exist or come to exist arising from prior actions or businessesconducted before the merger by Plataforma Digital S.A., Cable Espacio del BuenAyre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima. Accordingly, the merging company shall pursue all the businesses ofPlataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima. The studies that have beenconducted heretofore ensure that no obligations or agreements exist which havenot been accounted for or are unknown, it being understood that any liabilityarising hereafter shall be accepted by the parties, as it shall be attributedto factors unknown or impossible to assess at the date hereof. Second: Theconcentration in only one vehicle – Multicanal S.A., of the provision of cabletelevision and direct-to-home television services, the latter being also asupplementary service under applicable law; of the ownership of shares inPlataforma Digital S.A., directly owned by a shareholder of Multicanal S.A.,the ownership of shares in Cable Espacio del Buen Ayre S.A., Televisión porCable S.A., Video Cable Norte S.A., Radio Satel Sociedad Anónima, Cable VisiónCorrientes Sociedad Anónima and Red Argentina S.A., all directly owned by MulticanalS.A., and the optimized use of the technical, administrative and financialstructures of Multicanal S.A. and the companies taking part therein, and alsothe rationalization of their operating costs, are the reasons and goals thathave been deemed significant for the consummation of this merger. Third: Forpurposes of consummating this merger, Multicanal S.A. shall be the survivingmerging company, successor generally to the businesses and operations ofPlataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima, and Multicanal S.A. shallaccordingly be the surviving company. Plataforma Digital S.A., Cable Espaciodel Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., CableVisión Corrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima, as

 

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the merged companies, shallaccordingly be dissolved. Fourth: The effective date of the merger shall beJanuary 1, 2001 (this date included), and as from such date the operation ofPlataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima shall be deemed conducted bythe merging company. Fifth: The balance sheets upon which the merger shall bebased shall be the balance sheets prepared by the companies as at December 31,2000, as transcribed in the relevant accounting books. Such balance sheets arean integral part of this commitment, as Annexes hereto. Sixth: the equity ofeach of the companies that are parties hereto is set forth below: MulticanalS.A. $ 365,953,227, represented by 199,466,667 registered, non-endorsable,Class A ordinary shares of a nominal value of $ 1 each and 5 voting rightsper share, and 166,486,560 book-entry shares of a nominal value of $ 1each and 1 voting right per share; Plataforma Digital S.A. $ 16,303,000represented by 16,303,000 registered, non-endorsable ordinary shares of anominal value of $ 1 each and 1 voting right per share; Cable Espacio delBuen Ayre S.A. $ 710,000, represented by 710 registered, non-endorsableordinary shares of a nominal value of $ 1,000 each and 1 voting right pershare; Televisión por Cable S.A. $ 520,000, represented by 520,000registered, non-endorsable ordinary shares of a nominal value of $ 1 eachand 1 voting right per share; Video Cable Norte S.A. $ 260,000 representedby 260 registered, non-endorsable ordinary shares of a nominal value of$ 1,000 each and 1 voting right per share; Cable Visión CorrientesSociedad Anónima $ 2,100,000, represented by 2,100,000 registered, non-endorsableordinary shares of a nominal value of $ 1 each and 1 voting right pershare; Red Argentina S.A. $ 12,000, represented by 12,000 registered,non-endorsable ordinary shares of a nominal value of $ 1 each and 1 votingright per share; and Radio Satel Sociedad Anónima $ 10,000, represented by100,000 registered, non-endorsable ordinary shares of a nominal value of$ 0.1 each and 5 voting rights per share. Seventh: This preliminary mergercommitment shall be approved by the governing bodies of the companies that areparties hereto, and ratified by their respective special shareholders meetings.Eighth: To the effects provided under section 83, paragraph 1, subparagraph C,of Law No. 19,550, it is hereby expressly stated that the exchange ratio isprovided at 1 share of a nominal value of $ 1 of the merging company, for18.78637 shares of a nominal value of $ 1 of Plataforma Digital S.A. Bythe delivery of shares in the merging company in exchange therefor, theshareholding of Grupo Clarín S.A., amounting to 16,303,000 registered,non-endorsable ordinary shares, of a nominal value of $ 1 each inPlataforma Digital S.A. shall be terminated, and the capital stock ofMulticanal S.A. shall be increased as a result of

 

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the inclusion of the equity ofthe merged company for the amount of $ 867,810. Ninth: In order to fulfillthe requirement provided in the foregoing paragraph, Multicanal S.A. shallincrease its capital stock in the amount of $ 867,810, that is, from$ 365,953,227 to $ 366,821,037, and shall issue 867,810 registered,non-endorsable, Class A ordinary shares, of a nominal value of $ 1 eachand five voting rights per share, which shall be delivered to Grupo Clarín S.A.in substitution of the 16,303,000 registered, non-endorsable ordinary sharesthat Grupo Clarín S.A. owned in Plataforma Digital S.A., given the fact thatthe remaining shareholders of Multicanal S.A. have given notice of their waiverof any first-refusal and accretion rights they may have in relation thereto.Tenth: The administrators Plataforma Digital S.A., Cable Espacio del Buen AyreS.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima shall continue to perform their duties and have the powers pertainingthereto until such time as the final merger agreement shall be executed, and asfrom such date the administration thereof shall be governed pursuant to section84, last paragraph, of Law No. 19,550. Eleventh: Any dispute that may arise inrelation to the performance of this agreement, and also in relation to anymatter referring to the merger of the companies that are parties hereto, shallbe submitted to the competent jurisdiction of Federal First-Instance CommercialCourts sitting in the City of Buenos Aires, for which purpose the partiesestablish their respective special domiciles at the addresses set forth above.In witness whereof, eight counterparts of this instrument of the same tenor andto the same effect are signed.” The premises having been read, the attendingparties unanimously approve the actions taken by the President, and accordinglythe preliminary merger commitment transcribed above is approved. There being nofurther business to be transacted, the meeting is adjourned. ... Signaturesfollow.” “Minutes of Shareholders Meeting: In the City of Buenos Aires,on this 23rd day of the month of June, 2001, ..., at the corporateoffices, the shareholders of Radio Satel Sociedad Anónima hold a SpecialGeneral Shareholders Meeting. The meeting having been called to order byChairman Mr. Alejandro Urricelqui, he informs the attendees that there is oneshareholder present at the meeting, by proxy, who is the owner of one hundredthousand (100,000) registered, non-endorsable ordinary shares, of a nominalvalue of $ 0.1 each and five voting rights per share, representing 100% ofthe capital stock and voting rights of the Company, as it arises from the ShareDeposit Register, folio 14, and the Shareholders Meeting Attendance RegisterNo. 1. Also present are Directors Juan de la Vega, Ignacio Rosner, José MaríaSáenz Valiente (h), Eduardo A. Lohidoy and María Lucila Romero, while theRepresentative of the General Superintendency of Corporations and of the *ComitéFederal de Radiodifusión*(Federal

 

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Broadcasting Committee) are notattending. The first item of business is then considered: (1) Appointment oftwo shareholders to prepare and sign the minutes. The Chairman takes the floorand moves that these minutes be prepared and signed by Mr. Pablo Casey, asrepresentative of Multicanal S.A., the sole shareholder of the company. Themotion is put to a vote and unanimously approved. Thereafter the second item ofbusiness is brought before the meeting: (2) Approval of the preliminary mergercommitment entered into on March 20, 2001, with Multicanal S.A., Cable Espaciodel Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., CableVisión Corrientes Sociedad Anónima, Red Argentina S.A. and Plataforma DigitalS.A. The Chairman takes the floor and informs the attendees that suchpreliminary merger commitment was approved by the Board of Directors in itsmeeting held on March 30 this year, and proceeds to read the relevant minutesof the Board, which are not transcribed herein as they have already beenrecorded in the respective minutes book. After the reading is completed andafter a brief exchange of ideas, the shareholders approve the preliminarymerger commitment dated March 20, 2001, entered into by the Company withMulticanal S.A., Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A.,Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, Red ArgentinaS.A. and Plataforma Digital S.A. Then the third item of business is brought tothe consideration of the meeting: (3) Approval of the special and consolidatedmerger balance sheets at December 31, 2000. As the shareholders have duly inadvance received the relevant documentation, which has been transcribed inrubricated accounting books, it is unanimously resolved that such documentswill not be read nor transcribed in the minutes, and that the special andconsolidated merger balance sheets at December 31, 2000 are approved. Then thefourth item of business is considered: (4) Dissolution of the company. TheChairman states that in order to fulfill the foregoing preliminary mergercommitment, this Shareholders Meeting must adopt a resolution to dissolve thecompany pursuant to the terms of Section 94, paragraph 7, of Law No. 19,550,and such resolution is unanimously adopted. Also, the Meeting unanimouslyresolves to expressly authorize the Chairman to execute the final mergeragreement, and give powers to Messrs. Julio Ignacio Quiroga, Ernesto Tissone,Carlos Vadell, Paula del Campo and Martín Guillermo Ríos so that they may makeany statutory announcements, and perform on behalf of the company any actionsthat may be necessary to register the dissolution of the company in the PublicRegistry of Commerce. There being no further business to be transacted, themeeting is adjourned. ... Signatures follow.” “Special General ShareholdersMeeting held on June 23, 2001. Order Number. Date Year 2001 Day Month.Shareholder (complete Name and Surname) (Identity Document) (Domicile).Representative

 

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(complete Name and Surname)(Identity Document) (Domicile) Number of Shares or Certificates. Class A ClassB Security, Share or Certificate Numbers. Capital $. Number of Votes.Signatures. 1 19 6 Multicanal S.A. Avalos 2057 Buenos Aires Pablo C. Casey DNI(National Identity Document) 18,544,947 Hipólito Irigoyen 1628 Buenos Aires100,000 $ 10,000 5 each. There appears a signature. In the City of SantaFe, on this 19th day of the month of June, 2001, at 06.00 p.m., themeeting in relation to notices of attendance at the Special GeneralShareholders Meeting convened to be held on June 23, 2001, is closed. Oneshareholder has been recorded, by proxy, as owner of 100,000 registered,non-endorsable ordinary shares of a nominal value of $ 0.01 and 5 votesper share, representing 100% of the Capital Stock and voting rights of theCompany. Let it be attested. There appears a signature. In the City of SantaFe, on this 23rd day of the month of June, 2001, this Share DepositRegister and Shareholders Meeting Attendance Register is closed, with thepresence of one shareholder, by proxy, the owner of 100,000 registered,non-endorsable ordinary shares, of a nominal value of $ 0.1 and 5 votingrights per share, representing 100% of the capital stock and voting rights ofthe company. Let it be attested. There appears a signature.” (3) CABLEESPACIO DEL BUEN AYRE S.A.” “Minutes of the Board of Directors: Inthe City of Buenos Aires, on this 28th day of the month of March,2001, ... at the corporate offices located at Avalos 2057, Federal Capital, theBoard of Directors of Cable Espacio del Buen Ayre S.A. holds a meeting with thepresence of the Directors who sign below, to consider the following item of theAgenda: (1) Approval of the Preliminary Merger Commitment. The meeting havingbeen called to order by Chairman Mr. José María Sáenz Valiente (h), he informsthe attendees that he has called a meeting of the Board for purposes ofsubmitting to the consideration of this body the preliminary merger commitmententered into on the 20th of the current month with Multicanal S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A., Plataforma Digital S.A. and Radio SatelSociedad Anónima. Accordingly, the Chairman proceeds to read such commitment,which states as follows: “Preliminary Merger Commitment. In the City of BuenosAires, on this 20th day of the month of March, 2001, by and amongthe companies Multicanal S.A., domiciled at Avalos 2057, Federal Capital,represented by its President, Mr. Saturnino L. Herrero Mitjans; PlataformaDigital S.A., domiciled at Piedras 1743, Federal Capital, represented by itsPresident, Mrs. Ernestina Laura Herrera de Noble, Cable Espacio del Buen AyreS.A., domiciled at Avalos 2057, Federal Capital; Televisión por Cable S.A.,domiciled at Avalos 2057, Federal Capital; Video Cable Norte S.A., domiciled atAvalos 2057, Federal Capital; Cable Visión Corrientes Sociedad Anónima,domiciled at Avalos 2057, Federal

 

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Capital; and Red ArgentinaS.A., domiciled at Avalos 2057, Federal Capital, all of them represented bytheir President, Mr. José María Sáenz Valiente (h), and Radio Satel SociedadAnónima, domiciled at Santiago del Estero 2318, City of Santa Fe, representedherein by its President, Mr. Alejandro Alberto Urricelqui, agree to enter intothis preliminary merger commitment, subject to the provisions transcribed belowand the provisions of sections 82 through 87 of Business Associations Law No.19,550, sections 66 and 67 of General Resolution No. 6/80 of the GeneralSuperintendency of Corporations, and sections 77 and 78 of Law No. 20,628(reviewed text 1997, as amended), and sections 105 through 109 of itsregulatory decree. First: Multicanal S.A., Plataforma Digital S.A., CableEspacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A.,Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and Radio SatelSociedad Anónima hereby agree to merge their respective businesses by means ofa contribution of the assets, liabilities, rights and obligations owned by suchcompanies, effecting a full transfer thereof in favor of Multicanal S.A., whichshall be the merging company. Such merger shall include any businesses, claims,real and personal properties, trademarks and patents, stocks, shareholdings andcommercial papers, as well as any rights and obligations of such companiesexisting at the time of the merger, and also any such rights and obligationsthat may exist or come to exist arising from prior actions or businessesconducted before the merger by Plataforma Digital S.A., Cable Espacio del BuenAyre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima. Accordingly, the merging company shall pursue all the businesses ofPlataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima. The studies that have beenconducted heretofore ensure that no obligations or agreements exist which havenot been accounted for or are unknown, it being understood that any liabilityarising hereafter shall be accepted by the parties, as it shall be attributedto factors unknown or impossible to assess at the date hereof. Second: Theconcentration in only one vehicle – Multicanal S.A., of the provision of cabletelevision and direct-to-home television services, the latter being also asupplementary service under applicable law; of the ownership of shares inPlataforma Digital S.A., directly owned by a shareholder of Multicanal S.A.,the ownership of shares in Cable Espacio del Buen Ayre S.A., Televisión porCable S.A., Video Cable Norte S.A., Radio Satel Sociedad Anónima, Cable VisiónCorrientes Sociedad Anónima and Red Argentina S.A., all directly owned byMulticanal S.A., and the optimized use of the technical, administrative andfinancial structures

 

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of Multicanal S.A. and thecompanies taking part therein, and also the rationalization of their operatingcosts, are the reasons and goals that have been deemed significant for theconsummation of this merger. Third: For purposes of consummating this merger,Multicanal S.A. shall be the surviving merging company, successor generally tothe businesses and operations of Plataforma Digital S.A., Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima, and Multicanal S.A. shall accordingly be the surviving company.Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima, as the merged companies, shallaccordingly be dissolved. Fourth: The effective date of the merger shall beJanuary 1, 2001 (this date included), and as from such date the operation ofPlataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima shall be deemed conducted bythe merging company. Fifth: The balance sheets upon which the merger shall bebased shall be the balance sheets prepared by the companies as at December 31,2000, as transcribed in the relevant accounting books. Such balance sheets arean integral part of this commitment, as Annexes hereto. Sixth: the equity ofeach of the companies that are parties hereto is set forth below: MulticanalS.A. $ 365,953,227, represented by 199,466,667 registered, non-endorsable,Class A ordinary shares of a nominal value of $ 1 each and 5 voting rightsper share, and 166,486,560 book-entry shares of a nominal value of $ 1each and 1 voting right per share; Plataforma Digital S.A. $ 16,303,000represented by 16,303,000 registered, non-endorsable ordinary shares of anominal value of $ 1 each and 1 voting right per share; Cable Espacio delBuen Ayre S.A. $ 710,000, represented by 710 registered, non-endorsableordinary shares of a nominal value of $ 1,000 each and 1 voting right pershare; Televisión por Cable S.A. $ 520,000, represented by 520,000registered, non-endorsable ordinary shares of a nominal value of $ 1 eachand 1 voting right per share; Video Cable Norte S.A. $ 260,000 representedby 260 registered, non-endorsable ordinary shares of a nominal value of$ 1,000 each and 1 voting right per share; Cable Visión CorrientesSociedad Anónima $ 2,100,000, represented by 2,100,000 registered, non-endorsableordinary shares of a nominal value of $ 1 each and 1 voting right pershare; Red Argentina S.A. $ 12,000, represented by 12,000 registered,non-endorsable ordinary shares of a nominal value of $ 1 each and 1 votingright per share; and Radio Satel Sociedad Anónima $ 10,000, represented by100,000 registered, non-endorsable ordinary shares of a nominal

 

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value of $ 0.1 each and 5voting rights per share. Seventh: This preliminary merger commitment shall beapproved by the governing bodies of the companies that are parties hereto, andratified by their respective special shareholders meetings. Eighth: To theeffects provided under section 83, paragraph 1, subparagraph C, of Law No.19,550, it is hereby expressly stated that the exchange ratio is provided at 1share of a nominal value of $ 1 of the merging company, for 18.78637shares of a nominal value of $ 1 of Plataforma Digital S.A. By thedelivery of shares in the merging company in exchange therefor, theshareholding of Grupo Clarín S.A., amounting to 16,303,000 registered,non-endorsable ordinary shares, of a nominal value of $ 1 each inPlataforma Digital S.A. shall be terminated, and the capital stock ofMulticanal S.A. shall be increased as a result of the inclusion of the equityof the merged company for the amount of $ 867,810. Ninth: In order tofulfill the requirement provided in the foregoing paragraph, Multicanal S.A.shall increase its capital stock in the amount of $ 867,810, that is, from$ 365,953,227 to $ 366,821,037, and shall issue 867,810 registered,non-endorsable, Class A ordinary shares, of a nominal value of $ 1 eachand five voting rights per share, which shall be delivered to Grupo Clarín S.A.in substitution of the 16,303,000 registered, non-endorsable ordinary sharesthat Grupo Clarín S.A. owned in Plataforma Digital S.A., given the fact thatthe remaining shareholders of Multicanal S.A. have given notice of their waiverof any first-refusal and accretion rights they may have in relation thereto.Tenth: The administrators Plataforma Digital S.A., Cable Espacio del Buen AyreS.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónimashall continue to perform their duties and have the powers pertaining theretountil such time as the final merger agreement shall be executed, and as fromsuch date the administration thereof shall be governed pursuant to section 84,last paragraph, of Law No. 19,550. Eleventh: Any dispute that may arise inrelation to the performance of this agreement, and also in relation to anymatter referring to the merger of the companies that are parties hereto, shallbe submitted to the competent jurisdiction of Federal First-Instance CommercialCourts sitting in the City of Buenos Aires, for which purpose the partiesestablish their respective special domiciles at the addresses set forth above.In witness whereof, eight counterparts of this instrument of the same tenor andto the same effect are signed.” The premises having been read, the attendingparties unanimously approve the actions taken by the President, and accordinglythe preliminary merger commitment transcribed above is approved. “Minutes ofShareholders Meeting: In the City of Buenos Aires, on this 22ndday of the month of June, 2001, ... at Avalos 2057, Federal Capital, theshareholders of Cable Espacio del Buen Ayre S.A. hold a Special GeneralShareholders Meeting.

 

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The meeting having been calledto order by Chairman Mr. José María Sáenz Valiente (h), he informs theattendees that there is one shareholder present at the meeting, by proxy, whois the owner of seven hundred and ten (710) registered, non-endorsable ordinaryshares, of a nominal value of one thousand pesos each and one voting right pershare, representing 100% of the capital stock and voting rights of the Company,as it arises from the Share Deposit Register, folio 18, and the Shareholders MeetingAttendance Register No. 1. Also present are Directors Juan de la Vega, MaríaLucila Romero, Eduardo A. Lohidoy and Matías Fredriks, while the Representativeof the General Superintendency of Corporations and of the *Comité Federal de Radiodifusión*(FederalBroadcasting Committee) are not attending. The first item of business is thenconsidered: (1) Appointment of one shareholder to prepare and sign the minutes.The Chairman takes the floor and moves that these minutes be prepared andsigned by Mr. Pablo Casey, as representative of Multicanal S.A., the soleshareholder of the company. The motion is put to a vote and unanimouslyapproved. Thereafter the second item of business is brought before the meeting:(2) Approval of the preliminary merger commitment entered into on March 20,2001, with Multicanal S.A., Radio Satel Sociedad Anónima, Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Plataforma Digital S.A. The Chairman takes the floor andinforms the attendees that such preliminary merger commitment was approved bythe Board of Directors in its meeting held on March 28 this year, and proceedsto read the relevant minutes of the Board, which are not transcribed herein asthey have already been recorded in the respective minutes book. After thereading is completed and after a brief exchange of ideas, the shareholdersapprove the preliminary merger commitment dated March 20, 2001, entered intoamong the Company and Multicanal S.A., Radio Satel Sociedad Anónima, Televisiónpor Cable S.A., Video Cable Norte S.A., Cable Visión Corrientes SociedadAnónima, Red Argentina S.A. and Plataforma Digital S.A. Then the third item ofbusiness is brought to the consideration of the meeting: (3) Approval of thespecial and consolidated merger balance sheets at December 31, 2000. As theshareholders have duly in advance received the relevant documentation, whichhas been transcribed in rubricated accounting books, it is unanimously resolvedthat such documents will not be read nor transcribed in the minutes, and thatthe special and consolidated merger balance sheets at December 31, 2000 areapproved. Then the fourth item of business is considered: (4) Dissolution ofthe company. The Chairman states that in order to fulfill the foregoingpreliminary merger commitment, this Shareholders Meeting must adopt aresolution to dissolve the company pursuant to the terms of Section 94,paragraph 7, of Law No. 19,550, and such resolution is unanimously

 

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adopted. Also, the Meetingunanimously resolves to expressly authorize the Chairman to execute the finalmerger agreement, and give powers to Messrs. Julio Ignacio Quiroga, ErnestoTissone, Carlos Vadell, Paula del Campo and Martín Guillermo Ríos so that theymay make any statutory announcements, and perform on behalf of the company anyactions that may be necessary to register the dissolution of the company in thePublic Registry of Commerce. There being no further business to be transacted,the meeting is adjourned. ... Signatures follow.” “Special GeneralShareholders Meeting held on June 22, 2001. Order Number. Date Year 2001Day Month. Shareholder (complete Name and Surname) (Identity Document)(Domicile). Representative (complete Name and Surname) (Identity Document)(Domicile) Number of Shares or Certificates. Capital $. Number of Votes.Signatures. 1 15 6 Multicanal S.A. Avalos 2057 Buenos Aires Pablo C. Casey DNI(National Identity Document) 18,544,947 Hipólito Irigoyen 1628 2ndFloor Buenos Aires 710 $ 710,000 710. There appears a signature. In BuenosAires, on this 15th day of the month of June, 2001, at 06.00 p.m.,the receipt of notices of attendance at the Special General ShareholdersMeeting convened to be held on June 22, 2001, is closed. One shareholder hasbeen recorded, by proxy, as owner of 710 registered, non-endorsable ordinaryshares of a nominal value of $ 1,000 each and 1 vote per share,representing 100% of the Capital Stock and voting rights of the Company. Let itbe attested. There appears a signature. In the City of Buenos Aires, on this 22ndday of the month of June, 2001, at 09.00 a.m., this Share Deposit Register andShareholders Meeting Attendance Register is closed, with the presence of oneshareholder, by proxy, the owner of 710 registered, non-endorsable ordinaryshares, of a nominal value of $ 1,000 each and 1 voting right per share,representing 100% of the capital stock and voting rights of the company. Let itbe attested. There appears a signature.” (4) “TELEVISIÓN POR CABLE S.A.”“Minutes of the Board of Directors”: In the City of Buenos Aires, onthis 28th day of the month of March, 2001 ... a meeting is held at thecorporate offices located at Avalos 2057, Federal Capital, of the Board of Directorsof Televisión por Cable S.A., with the presence of the Directors who signbelow, to consider the following item of the Agenda: Approval of thePreliminary Merger Commitment. The meeting having been called to order byChairman Mr. José María Sáenz Valiente (h), he informs the attendees that themeeting of the board has been convened so that it may consider the preliminarymerger commitment entered into on the 20th of the current month withMulticanal S.A., Cable Espacio del Buen Ayre S.A., Video Cable Norte S.A.,Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A., PlataformaDigital S.A. and Radio Satel Sociedad Anónima. Accordingly, the Chairman thenproceeds to read such commitment, as follows: “Preliminary

 

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Merger Commitment. In the Cityof Buenos Aires, on this 20th day of the month of March, 2001, byand among the companies Multicanal S.A., domiciled at Avalos 2057, FederalCapital, represented by its President, Mr. Saturnino L. Herrero Mitjans;Plataforma Digital S.A., domiciled at Piedras 1743, Federal Capital,represented by its President, Mrs. Ernestina Laura Herrera de Noble, CableEspacio del Buen Ayre S.A., domiciled at Avalos 2057, Federal Capital;Televisión por Cable S.A., domiciled at Avalos 2057, Federal Capital; VideoCable Norte S.A., domiciled at Avalos 2057, Federal Capital; Cable VisiónCorrientes Sociedad Anónima, domiciled at Avalos 2057, Federal Capital; and RedArgentina S.A., domiciled at Avalos 2057, Federal Capital, all of themrepresented by their President, Mr. José María Sáenz Valiente (h), and RadioSatel Sociedad Anónima, domiciled at Santiago del Estero 2318, City of SantaFe, represented herein by its President, Mr. Alejandro Alberto Urricelqui,agree to enter into this preliminary merger commitment, subject to theprovisions transcribed below and the provisions of sections 82 through 87 ofBusiness Associations Law No. 19,550, sections 66 and 67 of General ResolutionNo. 6/80 of the General Superintendency of Corporations, and sections 77 and 78of Law No. 20,628 (reviewed text 1997, as amended), and sections 105 through109 of its regulatory decree. First: Multicanal S.A., Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima hereby agree to merge their respective businesses bymeans of a contribution of the assets, liabilities, rights and obligationsowned by such companies, effecting a full transfer thereof in favor ofMulticanal S.A., which shall be the merging company. Such merger shall includeany businesses, claims, real and personal properties, trademarks and patents,stocks, shareholdings and commercial papers, as well as any rights andobligations of such companies existing at the time of the merger, and also anysuch rights and obligations that may exist or come to exist arising from prioractions or businesses conducted before the merger by Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima. Accordingly, the merging company shall pursue all thebusinesses of Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima. Thestudies that have been conducted heretofore ensure that no obligations oragreements exist which have not been accounted for or are unknown, it beingunderstood that any liability arising hereafter shall be accepted by theparties, as it shall be attributed to factors unknown or impossible to assess

 

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at the date hereof. Second: Theconcentration in only one vehicle – Multicanal S.A., of the provision of cabletelevision and direct-to-home television services, the latter being also asupplementary service under applicable law; of the ownership of shares inPlataforma Digital S.A., directly owned by a shareholder of Multicanal S.A.,the ownership of shares in Cable Espacio del Buen Ayre S.A., Televisión porCable S.A., Video Cable Norte S.A., Radio Satel Sociedad Anónima, Cable VisiónCorrientes Sociedad Anónima and Red Argentina S.A., all directly owned byMulticanal S.A., and the optimized use of the technical, administrative andfinancial structures of Multicanal S.A. and the companies taking part therein,and also the rationalization of their operating costs, are the reasons andgoals that have been deemed significant for the consummation of this merger.Third: For purposes of consummating this merger, Multicanal S.A. shall be thesurviving merging company, successor generally to the businesses and operationsof Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión porCable S.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima,Red Argentina S.A. and Radio Satel Sociedad Anónima, and Multicanal S.A. shallaccordingly be the surviving company. Plataforma Digital S.A., Cable Espaciodel Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., CableVisión Corrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima, as the merged companies, shall accordingly be dissolved. Fourth: Theeffective date of the merger shall be January 1, 2001 (this date included), andas from such date the operation of Plataforma Digital S.A., Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima shall be deemed conducted by the merging company. Fifth: The balancesheets upon which the merger shall be based shall be the balance sheetsprepared by the companies as at December 31, 2000, as transcribed in therelevant accounting books. Such balance sheets are an integral part of thiscommitment, as Annexes hereto. Sixth: the equity of each of the companies thatare parties hereto is set forth below: Multicanal S.A. $ 365,953,227,represented by 199,466,667 registered, non-endorsable, Class A ordinary sharesof a nominal value of $ 1 each and 5 voting rights per share, and166,486,560 book-entry shares of a nominal value of $ 1 each and 1 votingright per share; Plataforma Digital S.A. $ 16,303,000 represented by16,303,000 registered, non-endorsable ordinary shares of a nominal value of$ 1 each and 1 voting right per share; Cable Espacio del Buen Ayre S.A.$ 710,000, represented by 710 registered, non-endorsable ordinary sharesof a nominal value of $ 1,000 each and 1 voting right per share;Televisión por Cable S.A. $ 520,000, represented by 520,000 registered,non-endorsable ordinary shares of a nominal value of

 

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$ 1 each and 1 votingright per share; Video Cable Norte S.A. $ 260,000 represented by 260registered, non-endorsable ordinary shares of a nominal value of $ 1,000each and 1 voting right per share; Cable Visión Corrientes Sociedad Anónima $2,100,000, represented by 2,100,000 registered, non-endorsable ordinary sharesof a nominal value of $ 1 each and 1 voting right per share; Red ArgentinaS.A. $ 12,000, represented by 12,000 registered, non-endorsable ordinaryshares of a nominal value of $ 1 each and 1 voting right per share; andRadio Satel Sociedad Anónima $ 10,000, represented by 100,000 registered,non-endorsable ordinary shares of a nominal value of $ 0.1 each and 5voting rights per share. Seventh: This preliminary merger commitment shall beapproved by the governing bodies of the companies that are parties hereto, andratified by their respective special shareholders meetings. Eighth: To theeffects provided under section 83, paragraph 1, subparagraph C, of Law No.19,550, it is hereby expressly stated that the exchange ratio is provided at 1share of a nominal value of $ 1 of the merging company, for 18.78637shares of a nominal value of $ 1 of Plataforma Digital S.A. By thedelivery of shares in the merging company in exchange therefor, theshareholding of Grupo Clarín S.A., amounting to 16,303,000 registered,non-endorsable ordinary shares, of a nominal value of $ 1 each inPlataforma Digital S.A. shall be terminated, and the capital stock ofMulticanal S.A. shall be increased as a result of the inclusion of the equityof the merged company for the amount of $ 867,810. Ninth: In order tofulfill the requirement provided in the foregoing paragraph, Multicanal S.A.shall increase its capital stock in the amount of $ 867,810, that is, from$ 365,953,227 to $ 366,821,037, and shall issue 867,810 registered,non-endorsable, Class A ordinary shares, of a nominal value of $ 1 eachand five voting rights per share, which shall be delivered to Grupo Clarín S.A.in substitution of the 16,303,000 registered, non-endorsable ordinary sharesthat Grupo Clarín S.A. owned in Plataforma Digital S.A., given the fact thatthe remaining shareholders of Multicanal S.A. have given notice of their waiverof any first-refusal and accretion rights they may have in relation thereto.Tenth: The administrators Plataforma Digital S.A., Cable Espacio del Buen AyreS.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima shall continue to perform their duties and have the powers pertainingthereto until such time as the final merger agreement shall be executed, and asfrom such date the administration thereof shall be governed pursuant to section84, last paragraph, of Law No. 19,550. Eleventh: Any dispute that may arise inrelation to the performance of this agreement, and also in relation to anymatter referring to the merger of the companies that are parties hereto, shallbe submitted to the competent jurisdiction of Federal First-Instance CommercialCourts sitting in

 

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the City of Buenos Aires, forwhich purpose the parties establish their respective special domiciles at theaddresses set forth above. In witness whereof, eight counterparts of thisinstrument of the same tenor and to the same effect are signed.” The premiseshaving been read, the attending parties unanimously approve the actions takenby the President, and accordingly the preliminary merger commitment transcribedabove is approved. There being no further business to be transacted, themeeting is adjourned. ... Signatures follow.” “Minutes of Shareholders Meeting:In the City of Buenos Aires, on this 22nd day of the month of June,2001, ..., at Avalos 2057, Federal Capital, the shareholders of Televisión porCable S.A. hold a Special General Shareholders Meeting. The meeting having beencalled to order by Chairman Mr. José María Sáenz Valiente (h), he informs theattendees that there is one shareholder present at the meeting, by proxy, whois the owner of five hundred and twenty thousand (520,000) registered,non-endorsable ordinary shares, of a nominal value of one peso each and onevoting right per share, representing 100% of the capital stock and votingrights of the Company, as it arises from the Share Deposit Register, folio 16,and the Shareholders Meeting Attendance Register No. 1. Also present areDirectors Juan de la Vega and María Lucila Romero, while the Representative ofthe General Superintendency of Corporations and of the *Comité Federal de Radiodifusión*(FederalBroadcasting Committee) are not attending. The first item of business is thenconsidered: (1) Appointment of two shareholders to prepare and sign theminutes. The Chairman takes the floor and moves that these minutes be preparedand signed by Mr. Pablo Casey, as representative of Multicanal S.A., the soleshareholder of the company. The motion is put to a vote and unanimouslyapproved. Thereafter the second item of business is brought before the meeting:(2) Approval of the preliminary merger commitment entered into on March 20,2001, with Multicanal S.A., Radio Satel Sociedad Anónima, Cable Espacio delBuen Ayre S.A., Video Cable Norte S.A., Cable Visión Corrientes SociedadAnónima, Red Argentina S.A. and Plataforma Digital S.A. The Chairman takes thefloor and informs the attendees that such preliminary merger commitment wasapproved by the Board of Directors in its meeting held on March 28 this year,and proceeds to read the relevant minutes of the Board, which are nottranscribed herein as they have already been recorded in the respective minutesbook. After the reading is completed and after a brief exchange of ideas, theshareholders approve the preliminary merger commitment dated March 20, 2001,entered into among the Company and Multicanal S.A., Radio Satel SociedadAnónima, Cable Espacio del Buen Ayre S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Plataforma Digital S.A.Then the third item of business is brought to the consideration of the meeting:(3)

 

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Approval of the special andconsolidated merger balance sheets at December 31, 2000. As the shareholdershave duly in advance received the relevant documentation, which has beentranscribed in rubricated accounting books, it is unanimously resolved thatsuch documents will not be read nor transcribed in the minutes, and that thespecial and consolidated merger balance sheets at December 31, 2000 areapproved. Then the fourth item of business is considered: (4) Dissolution ofthe company. The Chairman states that in order to fulfill the foregoingpreliminary merger commitment, this Shareholders Meeting must adopt aresolution to dissolve the company pursuant to the terms of Section 94,paragraph 7, of Law No. 19,550, and such resolution is unanimously adopted.Also, the Meeting unanimously resolves to expressly authorize the Chairman to executethe final merger agreement, and give powers to Messrs. Julio Ignacio Quiroga,Ernesto Tissone, Carlos Vadell, Paula del Campo and Martín Guillermo Ríos sothat they may make any statutory announcements, and perform on behalf of thecompany any actions that may be necessary to register the dissolution of thecompany in the Public Registry of Commerce. There being no further business tobe transacted, the meeting is adjourned. ... Signatures follow.” “SpecialGeneral Shareholders Meeting held on June 22, 2001. Order Number. Date Year2001 Day Month. Shareholder (complete Name and Surname) (Identity Document)(Domicile). Representative (complete Name and Surname) (Identity Document)(Domicile) Number of Shares or Certificates. Security, Share or Certificatenumbers. Capital $. Number of Votes. Signatures. 1 15 6 Multicanal S.A. Avalos2057 City of Buenos Aires Pablo Casey DNI (National Identity Document)18,544,947 Hipólito Irigoyen 1628 2nd Floor Buenos Aires 520,000 1and 2 520,000 520,000. There appears a signature. In Buenos Aires, on this 15thday of the month of June, 2001, at 05.00 p.m., the receipt of notices ofattendance at the Special General Shareholders Meeting convened to be held onJune 22, 2001, is closed. One shareholder has been recorded, by proxy, as ownerof 520,000 registered, non-endorsable ordinary shares of a nominal value of$ 1 each and 1 vote per share, representing 100% of the Capital Stock andvoting rights of the Company. Let it be attested. There appears a signature. Inthe City of Buenos Aires, on this 22nd day of the month of June,2001, this Share Deposit Register and Shareholders Meeting Attendance Registeris closed, with the presence of one shareholder, by proxy, the owner of 520,000registered, non-endorsable ordinary shares, of a nominal value of $ 1 eachand 1 voting right per share, representing 100% of the capital stock and votingrights of the company. Let it be attested. There appears a signature.” (5) “VIDEOCABLE NORTE S.A.” “Minutes of the Board of Directors”: In the Cityof Buenos Aires, on this 28th day of the month of March, 2001 ... ameeting is held at the corporate offices located at Avalos 2057,

 

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Federal Capital, of the Boardof Directors of Video Cable Norte S.A., with the presence of the Directors whosign below, to consider the following item of the Agenda: Approval of thePreliminary Merger Commitment. The meeting having been called to order byChairman Mr. José María Sáenz Valiente (h), he informs the attendees that themeeting of the board has been convened so that it may consider the preliminarymerger commitment entered into on the 20th of the current month withMulticanal S.A., Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A.,Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A., PlataformaDigital S.A. and Radio Satel Sociedad Anónima. Accordingly, the Chairman thenproceeds to read such commitment, as follows: “Preliminary Merger Commitment.In the City of Buenos Aires, on this 20th day of the month of March,2001, by and among the companies Multicanal S.A., domiciled at Avalos 2057,Federal Capital, represented by its President, Mr. Saturnino L. HerreroMitjans; Plataforma Digital S.A., domiciled at Piedras 1743, Federal Capital, representedby its President, Mrs. Ernestina Laura Herrera de Noble, Cable Espacio del BuenAyre S.A., domiciled at Avalos 2057, Federal Capital; Televisión por CableS.A., domiciled at Avalos 2057, Federal Capital; Video Cable Norte S.A.,domiciled at Avalos 2057, Federal Capital; Cable Visión Corrientes SociedadAnónima, domiciled at Avalos 2057, Federal Capital; and Red Argentina S.A.,domiciled at Avalos 2057, Federal Capital, all of them represented by theirPresident, Mr. José María Sáenz Valiente (h), and Radio Satel Sociedad Anónima,domiciled at Santiago del Estero 2318, City of Santa Fe, represented herein byits President, Mr. Alejandro Alberto Urricelqui, agree to enter into thispreliminary merger commitment, subject to the provisions transcribed below andthe provisions of sections 82 through 87 of Business Associations Law No.19,550, sections 66 and 67 of General Resolution No. 6/80 of the GeneralSuperintendency of Corporations, and sections 77 and 78 of Law No. 20,628(reviewed text 1997, as amended), and sections 105 through 109 of itsregulatory decree. First: Multicanal S.A., Plataforma Digital S.A., CableEspacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A.,Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and Radio SatelSociedad Anónima hereby agree to merge their respective businesses by means ofa contribution of the assets, liabilities, rights and obligations owned by suchcompanies, effecting a full transfer thereof in favor of Multicanal S.A., whichshall be the merging company. Such merger shall include any businesses, claims,real and personal properties, trademarks and patents, stocks, shareholdings andcommercial papers, as well as any rights and obligations of such companiesexisting at the time of the merger, and also any such rights and obligationsthat may exist or come to exist arising from prior actions or businessesconducted before the merger by

 

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Plataforma Digital S.A., CableEspacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A.,Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and Radio SatelSociedad Anónima. Accordingly, the merging company shall pursue all thebusinesses of Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima. Thestudies that have been conducted heretofore ensure that no obligations oragreements exist which have not been accounted for or are unknown, it beingunderstood that any liability arising hereafter shall be accepted by theparties, as it shall be attributed to factors unknown or impossible to assessat the date hereof. Second: The concentration in only one vehicle – MulticanalS.A., of the provision of cable television and direct-to-home televisionservices, the latter being also a supplementary service under applicable law;of the ownership of shares in Plataforma Digital S.A., directly owned by ashareholder of Multicanal S.A., the ownership of shares in Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Radio SatelSociedad Anónima, Cable Visión Corrientes Sociedad Anónima and Red ArgentinaS.A., all directly owned by Multicanal S.A., and the optimized use of thetechnical, administrative and financial structures of Multicanal S.A. and thecompanies taking part therein, and also the rationalization of their operatingcosts, are the reasons and goals that have been deemed significant for theconsummation of this merger. Third: For purposes of consummating this merger,Multicanal S.A. shall be the surviving merging company, successor generally tothe businesses and operations of Plataforma Digital S.A., Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima, and Multicanal S.A. shall accordingly be the surviving company. PlataformaDigital S.A., Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A.,Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, Red ArgentinaS.A. and Radio Satel Sociedad Anónima, as the merged companies, shallaccordingly be dissolved. Fourth: The effective date of the merger shall beJanuary 1, 2001 (this date included), and as from such date the operation ofPlataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima shall be deemed conducted bythe merging company. Fifth: The balance sheets upon which the merger shall bebased shall be the balance sheets prepared by the companies as at December 31,2000, as transcribed in the relevant accounting books. Such balance sheets arean integral part of this commitment, as Annexes hereto. Sixth: the equity ofeach of the companies that

 

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are parties hereto is set forthbelow: Multicanal S.A. $ 365,953,227, represented by 199,466,667registered, non-endorsable, Class A ordinary shares of a nominal value of$ 1 each and 5 voting rights per share, and 166,486,560 book-entry sharesof a nominal value of $ 1 each and 1 voting right per share; PlataformaDigital S.A. $ 16,303,000 represented by 16,303,000 registered,non-endorsable ordinary shares of a nominal value of $ 1 each and 1 votingright per share; Cable Espacio del Buen Ayre S.A. $ 710,000, representedby 710 registered, non-endorsable ordinary shares of a nominal value of$ 1,000 each and 1 voting right per share; Televisión por Cable S.A.$ 520,000, represented by 520,000 registered, non-endorsable ordinaryshares of a nominal value of $ 1 each and 1 voting right per share; VideoCable Norte S.A. $ 260,000 represented by 260 registered, non-endorsableordinary shares of a nominal value of $ 1,000 each and 1 voting right pershare; Cable Visión Corrientes Sociedad Anónima $ 2,100,000, represented by2,100,000 registered, non-endorsable ordinary shares of a nominal value of$ 1 each and 1 voting right per share; Red Argentina S.A. $ 12,000,represented by 12,000 registered, non-endorsable ordinary shares of a nominalvalue of $ 1 each and 1 voting right per share; and Radio Satel SociedadAnónima $ 10,000, represented by 100,000 registered, non-endorsable ordinaryshares of a nominal value of $ 0.1 each and 5 voting rights per share.Seventh: This preliminary merger commitment shall be approved by the governingbodies of the companies that are parties hereto, and ratified by theirrespective special shareholders meetings. Eighth: To the effects provided undersection 83, paragraph 1, subparagraph C, of Law No. 19,550, it is herebyexpressly stated that the exchange ratio is provided at 1 share of a nominalvalue of $ 1 of the merging company, for 18.78637 shares of a nominalvalue of $ 1 of Plataforma Digital S.A. By the delivery of shares in themerging company in exchange therefor, the shareholding of Grupo Clarín S.A.,amounting to 16,303,000 registered, non-endorsable ordinary shares, of anominal value of $ 1 each in Plataforma Digital S.A. shall be terminated,and the capital stock of Multicanal S.A. shall be increased as a result of theinclusion of the equity of the merged company for the amount of $ 867,810.Ninth: In order to fulfill the requirement provided in the foregoing paragraph,Multicanal S.A. shall increase its capital stock in the amount of$ 867,810, that is, from $ 365,953,227 to $ 366,821,037, andshall issue 867,810 registered, non-endorsable, Class A ordinary shares, of anominal value of $ 1 each and five voting rights per share, which shall bedelivered to Grupo Clarín S.A. in substitution of the 16,303,000 registered, non-endorsableordinary shares that Grupo Clarín S.A. owned in Plataforma Digital S.A., giventhe fact that the remaining shareholders of Multicanal S.A. have given noticeof their waiver of any first-refusal and accretion rights they may have inrelation thereto. Tenth: The

 

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administrators PlataformaDigital S.A., Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A.,Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, Red ArgentinaS.A. and Radio Satel Sociedad Anónima shall continue to perform their dutiesand have the powers pertaining thereto until such time as the final mergeragreement shall be executed, and as from such date the administration thereofshall be governed pursuant to section 84, last paragraph, of Law No. 19,550.Eleventh: Any dispute that may arise in relation to the performance of thisagreement, and also in relation to any matter referring to the merger of thecompanies that are parties hereto, shall be submitted to the competentjurisdiction of Federal First-Instance Commercial Courts sitting in the City ofBuenos Aires, for which purpose the parties establish their respective specialdomiciles at the addresses set forth above. In witness whereof, eightcounterparts of this instrument of the same tenor and to the same effect aresigned.” The premises having been read, the attending parties unanimouslyapprove the actions taken by the President, and accordingly the preliminarymerger commitment transcribed above is approved. There being no furtherbusiness to be transacted, the meeting is adjourned. ... Signatures follow.” “Minutesof Shareholders Meeting: In the City of Buenos Aires, on this 22ndday of the month of June, 2001, ..., at Avalos 2057, Federal Capital, theshareholders of Video Cable Norte S.A. hold a Special General ShareholdersMeeting. The meeting having been called to order by Chairman Mr. José MaríaSáenz Valiente (h, he informs the attendees that there is one shareholderpresent at the meeting, by proxy, who is the owner of two hundred and sixty(260) registered, non-endorsable ordinary shares, of a nominal value of onethousand pesos each and one voting right per share, representing 100% of thecapital stock and voting rights of the Company, as it arises from the ShareDeposit Register, folio 10, and the Shareholders Meeting Attendance RegisterNo. 1. Also present is Director Juan María de la Vega, while the Representativeof the General Superintendency of Corporations and of the *Comité Federal de Radiodifusión*(FederalBroadcasting Committee) are not attending. The first item of business is thenconsidered: (1) Appointment of one shareholder to prepare and sign the minutes.The Chairman takes the floor and moves that these minutes be prepared andsigned by Mr. Pablo Casey, as representative of Multicanal S.A., the soleshareholder of the company. The motion is put to a vote and unanimouslyapproved. Thereafter the second item of business is brought before the meeting:(2) Approval of the preliminary merger commitment entered into on March 20,2001, with Multicanal S.A., Radio Satel Sociedad Anónima, Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Cable Visión Corrientes SociedadAnónima, Red Argentina S.A. and Plataforma Digital S.A. The Chairman takes thefloor and informs the attendees that such preliminary merger

 

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commitment was approved by theBoard of Directors in its meeting held on March 28 this year, and proceeds toread the relevant minutes of the Board, which are not transcribed herein asthey have already been recorded in the respective minutes book. After thereading is completed and after a brief exchange of ideas, the shareholdersapprove the preliminary merger commitment dated March 20, 2001, entered intoamong the Company and Multicanal S.A., Radio Satel Sociedad Anónima, CableEspacio del Buen Ayre S.A., Televisión por Cable S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Plataforma Digital S.A. Then the thirditem of business is brought to the consideration of the meeting: (3) Approvalof the special and consolidated merger balance sheets at December 31, 2000. Asthe shareholders have duly in advance received the relevant documentation,which has been transcribed in rubricated accounting books, it is unanimouslyresolved that such documents will not be read nor transcribed in the minutes,and that the special and consolidated merger balance sheets at December 31,2000 are approved. Then the fourth item of business is considered: (4)Dissolution of the company. The Chairman states that in order to fulfill theforegoing preliminary merger commitment, this Shareholders Meeting must adopt aresolution to dissolve the company pursuant to the terms of Section 94, paragraph7, of Law No. 19,550, and such resolution is unanimously adopted. Also, theMeeting unanimously resolves to expressly authorize the Chairman to execute thefinal merger agreement, and give powers to Messrs. Julio Ignacio Quiroga,Ernesto Tissone, Carlos Vadell, Paula del Campo and Martín Guillermo Ríos sothat they may make any statutory announcements, and perform on behalf of thecompany any actions that may be necessary to register the dissolution of thecompany in the Public Registry of Commerce. There being no further business tobe transacted, the meeting is adjourned. ... Signatures follow.” “SpecialGeneral Shareholders Meeting held on June 22, 2001. Order Number. Date Year2001 Day Month. Shareholder (complete Name and Surname) (Identity Document) (Domicile).Representative (complete Name and Surname) (Identity Document) (Domicile)Number of Shares or Certificates. Security, Share or Certificate numbers.Capital $. Number of Votes. Signatures. 1 15 6 Multicanal S.A. Avalos 2057 Cityof Buenos Aires Pablo Casey DNI (National Identity Document) 18,544,947Hipólito Irigoyen 1628 2nd Floor Buenos Aires 260 1 and 2 260,000260. There appears a signature. In Buenos Aires, on this 15th day ofthe month of June, 2001, at 05.30 p.m., the receipt of notices of attendance atthe Special General Shareholders Meeting convened to be held on June 22, 2001,is closed. One shareholder has been recorded, by proxy, as owner of 260registered, non-endorsable ordinary shares of a nominal value of $ 1,000each and 1 vote per share, representing 100% of the Capital Stock and votingrights of

 

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the Company. Let it beattested. There appears a signature. In the City of Buenos Aires, on this 22ndday of the month of June, 2001, at 03.15 p.m., this Share Deposit Register andShareholders Meeting Attendance Register is closed, with the presence of oneshareholder, by proxy, the owner of 260 registered, non-endorsable ordinaryshares, of a nominal value of $ 1,000 each and 1 voting right per share,representing 100% of the capital stock and voting rights of the company. Let itbe attested. There appears a signature.” (6) “CABLE VISIÓN CORRIENTESSOCIEDAD ANÓNIMA” “Minutes of the Board of Directors”: In the Cityof Buenos Aires, on this 28th day of the month of March, 2001 ... ameeting is held at the corporate offices located at Avalos 2057, FederalCapital, of the Board of Directors of Cable Visión Corrientes Sociedad Anónima,with the presence of the Directors who sign below, to consider the followingitem of the Agenda: Approval of the Preliminary Merger Commitment. The meetinghaving been called to order by Chairman Mr. José María Sáenz Valiente (h), heinforms the attendees that the meeting of the board has been convened so that itmay consider the preliminary merger commitment entered into on the 20thof the current month with Multicanal S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Red Argentina S.A.,Plataforma Digital S.A. and Radio Satel Sociedad Anónima. Accordingly, theChairman then proceeds to read such commitment, as follows: “Preliminary MergerCommitment. In the City of Buenos Aires, on this 20th day of themonth of March, 2001, by and among the companies Multicanal S.A., domiciled atAvalos 2057, Federal Capital, represented by its President, Mr. Saturnino L.Herrero Mitjans; Plataforma Digital S.A., domiciled at Piedras 1743, FederalCapital, represented by its President, Mrs. Ernestina Laura Herrera de Noble,Cable Espacio del Buen Ayre S.A., domiciled at Avalos 2057, Federal Capital;Televisión por Cable S.A., domiciled at Avalos 2057, Federal Capital; VideoCable Norte S.A., domiciled at Avalos 2057, Federal Capital; Cable VisiónCorrientes Sociedad Anónima, domiciled at Avalos 2057, Federal Capital; and RedArgentina S.A., domiciled at Avalos 2057, Federal Capital, all of themrepresented by their President, Mr. José María Sáenz Valiente (h), and RadioSatel Sociedad Anónima, domiciled at Santiago del Estero 2318, City of SantaFe, represented herein by its President, Mr. Alejandro Alberto Urricelqui,agree to enter into this preliminary merger commitment, subject to theprovisions transcribed below and the provisions of sections 82 through 87 ofBusiness Associations Law No. 19,550, sections 66 and 67 of General ResolutionNo. 6/80 of the General Superintendency of Corporations, and sections 77 and 78of Law No. 20,628 (reviewed text 1997, as amended), and sections 105 through109 of its regulatory decree. First: Multicanal S.A., Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por

 

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Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima hereby agree to merge their respective businesses bymeans of a contribution of the assets, liabilities, rights and obligationsowned by such companies, effecting a full transfer thereof in favor ofMulticanal S.A., which shall be the merging company. Such merger shall includeany businesses, claims, real and personal properties, trademarks and patents,stocks, shareholdings and commercial papers, as well as any rights andobligations of such companies existing at the time of the merger, and also anysuch rights and obligations that may exist or come to exist arising from prioractions or businesses conducted before the merger by Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima. Accordingly, the merging company shall pursue all thebusinesses of Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima. Thestudies that have been conducted heretofore ensure that no obligations oragreements exist which have not been accounted for or are unknown, it being understoodthat any liability arising hereafter shall be accepted by the parties, as itshall be attributed to factors unknown or impossible to assess at the datehereof. Second: The concentration in only one vehicle – Multicanal S.A., of theprovision of cable television and direct-to-home television services, thelatter being also a supplementary service under applicable law; of theownership of shares in Plataforma Digital S.A., directly owned by a shareholderof Multicanal S.A., the ownership of shares in Cable Espacio del Buen AyreS.A., Televisión por Cable S.A., Video Cable Norte S.A., Radio Satel SociedadAnónima, Cable Visión Corrientes Sociedad Anónima and Red Argentina S.A., alldirectly owned by Multicanal S.A., and the optimized use of the technical,administrative and financial structures of Multicanal S.A. and the companiestaking part therein, and also the rationalization of their operating costs, arethe reasons and goals that have been deemed significant for the consummation ofthis merger. Third: For purposes of consummating this merger, Multicanal S.A.shall be the surviving merging company, successor generally to the businessesand operations of Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima, andMulticanal S.A. shall accordingly be the surviving company. Plataforma DigitalS.A., Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video CableNorte S.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. andRadio Satel Sociedad

 

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Anónima, as the mergedcompanies, shall accordingly be dissolved. Fourth: The effective date of themerger shall be January 1, 2001 (this date included), and as from such date theoperation of Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima shall bedeemed conducted by the merging company. Fifth: The balance sheets upon whichthe merger shall be based shall be the balance sheets prepared by the companiesas at December 31, 2000, as transcribed in the relevant accounting books. Suchbalance sheets are an integral part of this commitment, as Annexes hereto.Sixth: the equity of each of the companies that are parties hereto is set forthbelow: Multicanal S.A. $ 365,953,227, represented by 199,466,667registered, non-endorsable, Class A ordinary shares of a nominal value of$ 1 each and 5 voting rights per share, and 166,486,560 book-entry sharesof a nominal value of $ 1 each and 1 voting right per share; PlataformaDigital S.A. $ 16,303,000 represented by 16,303,000 registered,non-endorsable ordinary shares of a nominal value of $ 1 each and 1 votingright per share; Cable Espacio del Buen Ayre S.A. $ 710,000, representedby 710 registered, non-endorsable ordinary shares of a nominal value of$ 1,000 each and 1 voting right per share; Televisión por Cable S.A.$ 520,000, represented by 520,000 registered, non-endorsable ordinaryshares of a nominal value of $ 1 each and 1 voting right per share; VideoCable Norte S.A. $ 260,000 represented by 260 registered, non-endorsableordinary shares of a nominal value of $ 1,000 each and 1 voting right pershare; Cable Visión Corrientes Sociedad Anónima $ 2,100,000, represented by2,100,000 registered, non-endorsable ordinary shares of a nominal value of$ 1 each and 1 voting right per share; Red Argentina S.A. $ 12,000,represented by 12,000 registered, non-endorsable ordinary shares of a nominalvalue of $ 1 each and 1 voting right per share; and Radio Satel SociedadAnónima $ 10,000, represented by 100,000 registered, non-endorsable ordinaryshares of a nominal value of $ 0.1 each and 5 voting rights per share.Seventh: This preliminary merger commitment shall be approved by the governingbodies of the companies that are parties hereto, and ratified by theirrespective special shareholders meetings. Eighth: To the effects provided undersection 83, paragraph 1, subparagraph C, of Law No. 19,550, it is herebyexpressly stated that the exchange ratio is provided at 1 share of a nominalvalue of $ 1 of the merging company, for 18.78637 shares of a nominalvalue of $ 1 of Plataforma Digital S.A. By the delivery of shares in themerging company in exchange therefor, the shareholding of Grupo Clarín S.A.,amounting to 16,303,000 registered, non-endorsable ordinary shares, of anominal value of $ 1 each in Plataforma Digital S.A. shall be terminated,and the capital stock of Multicanal S.A. shall be increased as a result of

 

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the inclusion of the equity ofthe merged company for the amount of $ 867,810. Ninth: In order to fulfillthe requirement provided in the foregoing paragraph, Multicanal S.A. shallincrease its capital stock in the amount of $ 867,810, that is, from$ 365,953,227 to $ 366,821,037, and shall issue 867,810 registered,non-endorsable, Class A ordinary shares, of a nominal value of $ 1 eachand five voting rights per share, which shall be delivered to Grupo Clarín S.A.in substitution of the 16,303,000 registered, non-endorsable ordinary sharesthat Grupo Clarín S.A. owned in Plataforma Digital S.A., given the fact thatthe remaining shareholders of Multicanal S.A. have given notice of their waiverof any first-refusal and accretion rights they may have in relation thereto.Tenth: The administrators Plataforma Digital S.A., Cable Espacio del Buen AyreS.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima shall continue to perform their duties and have the powers pertainingthereto until such time as the final merger agreement shall be executed, and asfrom such date the administration thereof shall be governed pursuant to section84, last paragraph, of Law No. 19,550. Eleventh: Any dispute that may arise inrelation to the performance of this agreement, and also in relation to anymatter referring to the merger of the companies that are parties hereto, shallbe submitted to the competent jurisdiction of Federal First-Instance CommercialCourts sitting in the City of Buenos Aires, for which purpose the partiesestablish their respective special domiciles at the addresses set forth above.In witness whereof, eight counterparts of this instrument of the same tenor andto the same effect are signed.” The premises having been read, the attendingparties unanimously approve the actions taken by the President, and accordinglythe preliminary merger commitment transcribed above is approved. There being nofurther business to be transacted, the meeting is adjourned. ... Signaturesfollow.” “Minutes of Shareholders Meeting: In the City of Buenos Aires,on this 22nd day of the month of June, 2001, ..., at Avalos 2057,Federal Capital, the shareholders of Cable Visión Corrientes Sociedad Anónimahold a Special General Shareholders Meeting. The meeting having been called toorder by Chairman Mr. José María Sáenz Valiente (h), he informs the attendeesthat there is one shareholder present at the meeting, by proxy, who is theowner of two million one hundred thousand (2,100,000) registered,non-endorsable ordinary shares, of a nominal value of one peso each and onevoting right per share, representing 100% of the capital stock and votingrights of the Company, as it arises from the Share Deposit Register, folio 22,and the Shareholders Meeting Attendance Register No. 1. Also present areDirectors Juan María de la Vega and María Lucila Romero, while theRepresentative of the General Superintendency of Corporations and of the *ComitéFederal de Radiodifusión*(Federal

 

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Broadcasting Committee) are notattending. The first item of business is then considered: (1) Appointment oftwo shareholders to prepare and sign the minutes. The Chairman takes the floorand moves that these minutes be prepared and signed by Mr. Pablo Casey, asrepresentative of Multicanal S.A., the sole shareholder of the company. Themotion is put to a vote and unanimously approved. Thereafter the second item ofbusiness is brought before the meeting: (2) Approval of the preliminary mergercommitment entered into on March 20, 2001, with Multicanal S.A., Radio SatelSociedad Anónima, Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A.,Video Cable Norte S.A., Red Argentina S.A. and Plataforma Digital S.A. The Chairmantakes the floor and informs the attendees that such preliminary mergercommitment was approved by the Board of Directors in its meeting held on March28 this year, and proceeds to read the relevant minutes of the Board, which arenot transcribed herein as they have already been recorded in the respectiveminutes book. After the reading is completed and after a brief exchange ofideas, the shareholders approve the preliminary merger commitment dated March20, 2001, entered into among the Company and Multicanal S.A., Radio SatelSociedad Anónima, Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A.,Video Cable Norte S.A., Red Argentina S.A. and Plataforma Digital S.A. Then thethird item of business is brought to the consideration of the meeting: (3)Approval of the special and consolidated merger balance sheets at December 31,2000. As the shareholders have duly in advance received the relevantdocumentation, which has been transcribed in rubricated accounting books, it isunanimously resolved that such documents will not be read nor transcribed inthe minutes, and that the special and consolidated merger balance sheets atDecember 31, 2000 are approved. Then the fourth item of business is considered:(4) Dissolution of the company. The Chairman states that in order to fulfillthe foregoing preliminary merger commitment, this Shareholders Meeting mustadopt a resolution to dissolve the company pursuant to the terms of Section 94,paragraph 7, of Law No. 19,550, and such resolution is unanimously adopted.Also, the Meeting unanimously resolves to expressly authorize the Chairman toexecute the final merger agreement, and give powers to Messrs. Julio IgnacioQuiroga, Ernesto Tissone, Carlos Vadell, Paula del Campo and Martín GuillermoRíos so that they may make any statutory announcements, and perform on behalfof the company any actions that may be necessary to register the dissolution ofthe company in the Public Registry of Commerce. There being no further businessto be transacted, the meeting is adjourned. ... Signatures follow.” “SpecialGeneral Shareholders Meeting held on June 22, 2001. Order Number. Date Year2001 Day Month. Shareholder (complete Name and Surname) (Identity Document)(Domicile). Representative (complete Name and

 

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Surname) (Identity Document)(Domicile) Number of Shares or Certificates. Security, Share or Certificatenumbers. Capital $. Number of Votes. Signatures. 1 15 6 Multicanal S.A. Avalos2057 City of Buenos Aires Pablo Casey DNI (National Identity Document)18,544,947 Hipólito Irigoyen 1628 2nd Floor 2,100,000 2,100,0002,100,000. There appears a signature. In Buenos Aires, on this 15thday of the month of June, 2001, at 05.00 p.m., the receipt of notices ofattendance at the Special General Shareholders Meeting convened to be held onJune 22, 2001, is closed. One shareholder has been recorded, by proxy, as ownerof 2,100,000 registered, non-endorsable ordinary shares of a nominal value of$ 1 each and 1 vote per share, representing 100% of the Capital Stock andvoting rights of the Company. Let it be attested. There appears a signature. Inthe City of Buenos Aires, on this 22nd day of the month of June,2001, at 05.00 p.m., this Share Deposit Register and Shareholders Meeting AttendanceRegister is closed, with the presence of one shareholder, by proxy, the ownerof 2,100,000 registered, non-endorsable ordinary shares, of a nominal value of$ 1 each and 1 voting right per share, representing 100% of the capitalstock and voting rights of the company. Let it be attested. There appears asignature.” (7) “PLATAFORMA DIGITAL S.A.” “Minutes of the Board ofDirectors No. 31”: In the City of Buenos Aires, on this 29th dayof the month of March, 2001 ... a meeting is held at the corporate officeslocated at Piedras 1743, Federal Capital, of the Board of Directors ofPlataforma Digital S.A., with the presence of the Directors who sign below, toconsider the following item of the Agenda: Approval of the Preliminary MergerCommitment. The meeting having been called to order by the Chair Mrs. ErnestinaLaura Herrera de Noble, she informs the attendees that the meeting of the boardhas been convened so that it may consider the preliminary merger commitmententered into on the 20th of the current month with Multicanal S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A., and RadioSatel Sociedad Anónima. Accordingly, the Chair then proceeds to read suchcommitment, as follows: “Preliminary Merger Commitment. In the City of BuenosAires, on this 20th day of the month of March, 2001, by and amongthe companies Multicanal S.A., domiciled at Avalos 2057, Federal Capital,represented by its President, Mr. Saturnino L. Herrero Mitjans; PlataformaDigital S.A., domiciled at Piedras 1743, Federal Capital, represented by itsPresident, Mrs. Ernestina Laura Herrera de Noble, Cable Espacio del Buen AyreS.A., domiciled at Avalos 2057, Federal Capital; Televisión por Cable S.A.,domiciled at Avalos 2057, Federal Capital; Video Cable Norte S.A., domiciled atAvalos 2057, Federal Capital; Cable Visión Corrientes Sociedad Anónima,domiciled at Avalos 2057, Federal Capital; and Red Argentina S.A., domiciled atAvalos 2057, Federal

 

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Capital, all of themrepresented by their President, Mr. José María Sáenz Valiente (h), and RadioSatel Sociedad Anónima, domiciled at Santiago del Estero 2318, City of SantaFe, represented herein by its President, Mr. Alejandro Alberto Urricelqui,agree to enter into this preliminary merger commitment, subject to theprovisions transcribed below and the provisions of sections 82 through 87 ofBusiness Associations Law No. 19,550, sections 66 and 67 of General ResolutionNo. 6/80 of the General Superintendency of Corporations, and sections 77 and 78of Law No. 20,628 (reviewed text 1997, as amended), and sections 105 through109 of its regulatory decree. First: Multicanal S.A., Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima hereby agree to merge their respective businesses bymeans of a contribution of the assets, liabilities, rights and obligationsowned by such companies, effecting a full transfer thereof in favor ofMulticanal S.A., which shall be the merging company. Such merger shall includeany businesses, claims, real and personal properties, trademarks and patents,stocks, shareholdings and commercial papers, as well as any rights andobligations of such companies existing at the time of the merger, and also anysuch rights and obligations that may exist or come to exist arising from prioractions or businesses conducted before the merger by Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima. Accordingly, the merging company shall pursue all thebusinesses of Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima. Thestudies that have been conducted heretofore ensure that no obligations oragreements exist which have not been accounted for or are unknown, it beingunderstood that any liability arising hereafter shall be accepted by the parties,as it shall be attributed to factors unknown or impossible to assess at thedate hereof. Second: The concentration in only one vehicle – Multicanal S.A.,of the provision of cable television and direct-to-home television services,the latter being also a supplementary service under applicable law; of theownership of shares in Plataforma Digital S.A., directly owned by a shareholderof Multicanal S.A., the ownership of shares in Cable Espacio del Buen AyreS.A., Televisión por Cable S.A., Video Cable Norte S.A., Radio Satel SociedadAnónima, Cable Visión Corrientes Sociedad Anónima and Red Argentina S.A., alldirectly owned by Multicanal S.A., and the optimized use of the technical,administrative and financial structures of Multicanal S.A. and the companiestaking part therein, and also the

 

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rationalization of theiroperating costs, are the reasons and goals that have been deemed significantfor the consummation of this merger. Third: For purposes of consummating thismerger, Multicanal S.A. shall be the surviving merging company, successorgenerally to the businesses and operations of Plataforma Digital S.A., CableEspacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A.,Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and Radio SatelSociedad Anónima, and Multicanal S.A. shall accordingly be the survivingcompany. Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisiónpor Cable S.A., Video Cable Norte S.A., Cable Visión Corrientes SociedadAnónima, Red Argentina S.A. and Radio Satel Sociedad Anónima, as the mergedcompanies, shall accordingly be dissolved. Fourth: The effective date of themerger shall be January 1, 2001 (this date included), and as from such date theoperation of Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima shall bedeemed conducted by the merging company. Fifth: The balance sheets upon whichthe merger shall be based shall be the balance sheets prepared by the companiesas at December 31, 2000, as transcribed in the relevant accounting books. Suchbalance sheets are an integral part of this commitment, as Annexes hereto.Sixth: the equity of each of the companies that are parties hereto is set forthbelow: Multicanal S.A. $ 365,953,227, represented by 199,466,667registered, non-endorsable, Class A ordinary shares of a nominal value of$ 1 each and 5 voting rights per share, and 166,486,560 book-entry sharesof a nominal value of $ 1 each and 1 voting right per share; PlataformaDigital S.A. $ 16,303,000 represented by 16,303,000 registered,non-endorsable ordinary shares of a nominal value of $ 1 each and 1 votingright per share; Cable Espacio del Buen Ayre S.A. $ 710,000, representedby 710 registered, non-endorsable ordinary shares of a nominal value of$ 1,000 each and 1 voting right per share; Televisión por Cable S.A.$ 520,000, represented by 520,000 registered, non-endorsable ordinaryshares of a nominal value of $ 1 each and 1 voting right per share; VideoCable Norte S.A. $ 260,000 represented by 260 registered, non-endorsableordinary shares of a nominal value of $ 1,000 each and 1 voting right pershare; Cable Visión Corrientes Sociedad Anónima $ 2,100,000, represented by2,100,000 registered, non-endorsable ordinary shares of a nominal value of$ 1 each and 1 voting right per share; Red Argentina S.A. $ 12,000,represented by 12,000 registered, non-endorsable ordinary shares of a nominalvalue of $ 1 each and 1 voting right per share; and Radio Satel SociedadAnónima $ 10,000, represented by 100,000 registered, non-endorsable ordinaryshares of a nominal value of $ 0.1 each and 5 voting rights per share.Seventh: This preliminary merger commitment

 

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shall be approved by thegoverning bodies of the companies that are parties hereto, and ratified bytheir respective special shareholders meetings. Eighth: To the effects providedunder section 83, paragraph 1, subparagraph C, of Law No. 19,550, it is herebyexpressly stated that the exchange ratio is provided at 1 share of a nominalvalue of $ 1 of the merging company, for 18.78637 shares of a nominalvalue of $ 1 of Plataforma Digital S.A. By the delivery of shares in themerging company in exchange therefor, the shareholding of Grupo Clarín S.A.,amounting to 16,303,000 registered, non-endorsable ordinary shares, of a nominalvalue of $ 1 each in Plataforma Digital S.A. shall be terminated, and thecapital stock of Multicanal S.A. shall be increased as a result of theinclusion of the equity of the merged company for the amount of $ 867,810.Ninth: In order to fulfill the requirement provided in the foregoing paragraph,Multicanal S.A. shall increase its capital stock in the amount of$ 867,810, that is, from $ 365,953,227 to $ 366,821,037, andshall issue 867,810 registered, non-endorsable, Class A ordinary shares, of anominal value of $ 1 each and five voting rights per share, which shall bedelivered to Grupo Clarín S.A. in substitution of the 16,303,000 registered,non-endorsable ordinary shares that Grupo Clarín S.A. owned in PlataformaDigital S.A., given the fact that the remaining shareholders of Multicanal S.A.have given notice of their waiver of any first-refusal and accretion rightsthey may have in relation thereto. Tenth: The administrators Plataforma DigitalS.A., Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video CableNorte S.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. andRadio Satel Sociedad Anónima shall continue to perform their duties and havethe powers pertaining thereto until such time as the final merger agreement shallbe executed, and as from such date the administration thereof shall be governedpursuant to section 84, last paragraph, of Law No. 19,550. Eleventh: Anydispute that may arise in relation to the performance of this agreement, andalso in relation to any matter referring to the merger of the companies thatare parties hereto, shall be submitted to the competent jurisdiction of FederalFirst-Instance Commercial Courts sitting in the City of Buenos Aires, for whichpurpose the parties establish their respective special domiciles at theaddresses set forth above. In witness whereof, eight counterparts of thisinstrument of the same tenor and to the same effect are signed.” The premiseshaving been read, the attending parties unanimously approve the actions takenby the President, and accordingly the preliminary merger commitment transcribedabove is approved. There being no further business to be transacted, themeeting is adjourned. ... Signatures follow.” “Minutes of Shareholders Meeting:In the City of Buenos Aires, on this 22nd day of the month of June,2001, ..., at Piedras 1743, Federal Capital, the shareholders of PlataformaDigital S.A. hold a Special General Shareholders Meeting. The meeting

 

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having been called to order byChairman Mr. Saturnino Herrero Mitjans, he informs the attendees that there isone shareholder present at the meeting, by proxy, who is the owner of sixteenmillion three hundred and three thousand (16,303,000) registered, non-endorsableordinary shares, of a nominal value of one peso each and one voting right pershare, representing 100% of the capital stock and voting rights of the Company,as it arises from the Share Deposit Register, folio 10, and the ShareholdersMeeting Attendance Register No. 1. Also present are Directors Alejandro AlbertoUrricelqui, Vicente G. Di Loreto, Jorge Carlos Rendo, and Statutory Auditor Mr.Carlos Di Candia, while the Representative of the General Superintendency ofCorporations and of the *Comité Federal de Radiodifusión*(FederalBroadcasting Committee) are not attending. The first item of business is thenconsidered: (1) Appointment of two shareholders to prepare and sign theminutes. Mr. Ignacio Rosner takes the floor and as representative of the shareholderGrupo Clarín S.A. moves that these minutes be approved and signed by himself.The motion is put to a vote and unanimously approved. Thereafter the seconditem of business is brought before the meeting: (2) Approval of the preliminarymerger commitment entered into on March 20, 2001, with Multicanal S.A., RadioSatel Sociedad Anónima, Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima and RedArgentina S.A. The Chairman takes the floor and informs the attendees that suchpreliminary merger commitment was approved by the Board of Directors in itsmeeting held on March 29 this year, and proceeds to read the relevant minutesof the Board, which are not transcribed herein as they have already beenrecorded in the respective minutes book. After the reading is completed andafter a brief exchange of ideas, the shareholders approve the preliminarymerger commitment dated March 20, 2001, entered into among the Company andMulticanal S.A., Radio Satel Sociedad Anónima, Cable Espacio del Buen AyreS.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima and Red Argentina S.A. Then the third item ofbusiness is brought to the consideration of the meeting: (3) Approval of thespecial and consolidated merger balance sheets at December 31, 2000. As theshareholder has duly in advance received the relevant documentation, which hasbeen transcribed in rubricated accounting books, it is unanimously resolved thatsuch documents will not be read nor transcribed in the minutes, and that thespecial and consolidated merger balance sheets at December 31, 2000 areapproved. (4) Dissolution of the company. A unanimous resolution is adopted toapprove the dissolution of the company, and Mr. Ernesto Tissone us given powersto register such dissolution. There being no further business to be transacted,the meeting is adjourned. ... Signatures follow.” “Special GeneralShareholders

 

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Meeting heldon June 22, 2001. Order Number. Date Year 2001 DayMonth. Shareholder (complete Name and Surname) (Identity Document) (Domicile).Representative (complete Name and Surname) (Identity Document) (Domicile)Number of Shares or Certificates. Security, Share or Certificate numbers.Capital $. Number of Votes. Signatures. 1 15 06 Grupo Clarín S.A. Piedras 1743Federal Capital Ignacio Jorge Rosner DNI (National Identity Document)11,957,656 16,303,000 1 to 22 16,303,000 16,303,000. There appears a signature.Total 16,303,000 16,303,000 16,303,000. In Buenos Aires, on this 15thday of the month of June, 2001, at 06.00 p.m., this Shareholders MeetingAttendance Register is closed, a number of 16,303,000 shares having beenrecorded, which shares represent the whole capital stock carrying 16,303,000voting rights in relation to the matters included in the Agenda for the SpecialGeneral Shareholders Meeting to be held on June 22, 2001. In the City of BuenosAires, on this 22nd day of the month of June, 2001, at 02.00 p.m.,this Shareholders Meeting Attendance Register is closed, one (1) shareholder ispresent, by proxy, as holder of 16,303,000 shares, carrying 16,303,000 votingrights in relation to the matters included in the Agenda. Signatures follow.And (8) “RED ARGENTINA S.A.” “Minutes of the Board of Directors”:In the City of Buenos Aires, on this 29th day of the month of March,2001 ... a meeting is held at the corporate offices located at Avalos 2057,Federal Capital, of the Board of Directors of Red Argentina S.A., with thepresence of the Directors who sign below, to consider the following item of theAgenda: Approval of the Preliminary Merger Commitment. The meeting having beencalled to order by the Chairman Mr. José María Sáenz Valiente (h), he informsthe attendees that the meeting of the board has been convened so that it mayconsider the preliminary merger commitment entered into on the 20thof the current month with Multicanal S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Plataforma Digital S.A., and Radio Satel Sociedad Anónima.Accordingly, the Chairman then proceeds to read such commitment, as follows:“Preliminary Merger Commitment. In the City of Buenos Aires, on this 20thday of the month of March, 2001, by and among the companies Multicanal S.A.,domiciled at Avalos 2057, Federal Capital, represented by its President, Mr.Saturnino L. Herrero Mitjans; Plataforma Digital S.A., domiciled at Piedras1743, Federal Capital, represented by its President, Mrs. Ernestina LauraHerrera de Noble, Cable Espacio del Buen Ayre S.A., domiciled at Avalos 2057,Federal Capital; Televisión por Cable S.A., domiciled at Avalos 2057, FederalCapital; Video Cable Norte S.A., domiciled at Avalos 2057, Federal Capital;Cable Visión Corrientes Sociedad Anónima, domiciled at Avalos 2057, FederalCapital; and Red Argentina S.A., domiciled at Avalos 2057, Federal

 

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Capital, all of themrepresented by their President, Mr. José María Sáenz Valiente (h), and RadioSatel Sociedad Anónima, domiciled at Santiago del Estero 2318, City of SantaFe, represented herein by its President, Mr. Alejandro Alberto Urricelqui,agree to enter into this preliminary merger commitment, subject to theprovisions transcribed below and the provisions of sections 82 through 87 ofBusiness Associations Law No. 19,550, sections 66 and 67 of General ResolutionNo. 6/80 of the General Superintendency of Corporations, and sections 77 and 78of Law No. 20,628 (reviewed text 1997, as amended), and sections 105 through109 of its regulatory decree. First: Multicanal S.A., Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima hereby agree to merge their respective businesses bymeans of a contribution of the assets, liabilities, rights and obligationsowned by such companies, effecting a full transfer thereof in favor ofMulticanal S.A., which shall be the merging company. Such merger shall includeany businesses, claims, real and personal properties, trademarks and patents,stocks, shareholdings and commercial papers, as well as any rights andobligations of such companies existing at the time of the merger, and also anysuch rights and obligations that may exist or come to exist arising from prioractions or businesses conducted before the merger by Plataforma Digital S.A.,Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable NorteS.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and RadioSatel Sociedad Anónima. Accordingly, the merging company shall pursue all thebusinesses of Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión CorrientesSociedad Anónima, Red Argentina S.A. and Radio Satel Sociedad Anónima. Thestudies that have been conducted heretofore ensure that no obligations oragreements exist which have not been accounted for or are unknown, it beingunderstood that any liability arising hereafter shall be accepted by theparties, as it shall be attributed to factors unknown or impossible to assessat the date hereof. Second: The concentration in only one vehicle – MulticanalS.A., of the provision of cable television and direct-to-home televisionservices, the latter being also a supplementary service under applicable law;of the ownership of shares in Plataforma Digital S.A., directly owned by ashareholder of Multicanal S.A., the ownership of shares in Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Radio SatelSociedad Anónima, Cable Visión Corrientes Sociedad Anónima and Red ArgentinaS.A., all directly owned by Multicanal S.A., and the optimized use of thetechnical, administrative and financial structures of Multicanal S.A. and thecompanies taking part therein, and also the

 

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rationalization of theiroperating costs, are the reasons and goals that have been deemed significantfor the consummation of this merger. Third: For purposes of consummating thismerger, Multicanal S.A. shall be the surviving merging company, successorgenerally to the businesses and operations of Plataforma Digital S.A., CableEspacio del Buen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A.,Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. and Radio Satel SociedadAnónima, and Multicanal S.A. shall accordingly be the surviving company.Plataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima, as the merged companies, shallaccordingly be dissolved. Fourth: The effective date of the merger shall beJanuary 1, 2001 (this date included), and as from such date the operation ofPlataforma Digital S.A., Cable Espacio del Buen Ayre S.A., Televisión por CableS.A., Video Cable Norte S.A., Cable Visión Corrientes Sociedad Anónima, RedArgentina S.A. and Radio Satel Sociedad Anónima shall be deemed conducted bythe merging company. Fifth: The balance sheets upon which the merger shall bebased shall be the balance sheets prepared by the companies as at December 31,2000, as transcribed in the relevant accounting books. Such balance sheets arean integral part of this commitment, as Annexes hereto. Sixth: the equity ofeach of the companies that are parties hereto is set forth below: MulticanalS.A. $ 365,953,227, represented by 199,466,667 registered, non-endorsable,Class A ordinary shares of a nominal value of $ 1 each and 5 voting rightsper share, and 166,486,560 book-entry shares of a nominal value of $ 1each and 1 voting right per share; Plataforma Digital S.A. $ 16,303,000represented by 16,303,000 registered, non-endorsable ordinary shares of anominal value of $ 1 each and 1 voting right per share; Cable Espacio delBuen Ayre S.A. $ 710,000, represented by 710 registered, non-endorsableordinary shares of a nominal value of $ 1,000 each and 1 voting right pershare; Televisión por Cable S.A. $ 520,000, represented by 520,000registered, non-endorsable ordinary shares of a nominal value of $ 1 eachand 1 voting right per share; Video Cable Norte S.A. $ 260,000 representedby 260 registered, non-endorsable ordinary shares of a nominal value of$ 1,000 each and 1 voting right per share; Cable Visión CorrientesSociedad Anónima $ 2,100,000, represented by 2,100,000 registered,non-endorsable ordinary shares of a nominal value of $ 1 each and 1 votingright per share; Red Argentina S.A. $ 12,000, represented by 12,000registered, non-endorsable ordinary shares of a nominal value of $ 1 eachand 1 voting right per share; and Radio Satel Sociedad Anónima $ 10,000,represented by 100,000 registered, non-endorsable ordinary shares of a nominalvalue of $ 0.1 each and 5 voting rights per share. Seventh: Thispreliminary merger commitment

 

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shall be approved by thegoverning bodies of the companies that are parties hereto, and ratified bytheir respective special shareholders meetings. Eighth: To the effects providedunder section 83, paragraph 1, subparagraph C, of Law No. 19,550, it is herebyexpressly stated that the exchange ratio is provided at 1 share of a nominalvalue of $ 1 of the merging company, for 18.78637 shares of a nominalvalue of $ 1 of Plataforma Digital S.A. By the delivery of shares in themerging company in exchange therefor, the shareholding of Grupo Clarín S.A.,amounting to 16,303,000 registered, non-endorsable ordinary shares, of anominal value of $ 1 each in Plataforma Digital S.A. shall be terminated,and the capital stock of Multicanal S.A. shall be increased as a result of theinclusion of the equity of the merged company for the amount of $ 867,810.Ninth: In order to fulfill the requirement provided in the foregoing paragraph,Multicanal S.A. shall increase its capital stock in the amount of$ 867,810, that is, from $ 365,953,227 to $ 366,821,037, andshall issue 867,810 registered, non-endorsable, Class A ordinary shares, of anominal value of $ 1 each and five voting rights per share, which shall bedelivered to Grupo Clarín S.A. in substitution of the 16,303,000 registered,non-endorsable ordinary shares that Grupo Clarín S.A. owned in PlataformaDigital S.A., given the fact that the remaining shareholders of Multicanal S.A.have given notice of their waiver of any first-refusal and accretion rightsthey may have in relation thereto. Tenth: The administrators Plataforma DigitalS.A., Cable Espacio del Buen Ayre S.A., Televisión por Cable S.A., Video CableNorte S.A., Cable Visión Corrientes Sociedad Anónima, Red Argentina S.A. andRadio Satel Sociedad Anónima shall continue to perform their duties and havethe powers pertaining thereto until such time as the final merger agreementshall be executed, and as from such date the administration thereof shall begoverned pursuant to section 84, last paragraph, of Law No. 19,550. Eleventh:Any dispute that may arise in relation to the performance of this agreement,and also in relation to any matter referring to the merger of the companiesthat are parties hereto, shall be submitted to the competent jurisdiction ofFederal First-Instance Commercial Courts sitting in the City of Buenos Aires,for which purpose the parties establish their respective special domiciles atthe addresses set forth above. In witness whereof, eight counterparts of thisinstrument of the same tenor and to the same effect are signed.” The premiseshaving been read, the attending parties unanimously approve the actions takenby the President, and accordingly the preliminary merger commitment transcribedabove is approved. There being no further business to be transacted, themeeting is adjourned. ... Signatures follow.” “Minutes of Shareholders Meeting:In the City of Buenos Aires, on this 22nd day of the month of June,2001, ..., at Avalos 2057, Federal Capital, the shareholders of Red ArgentinaS.A. hold a Special General Shareholders Meeting. The meeting

 

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having been called to order byChairman Mr. José María Sáenz Valiente (h), he informs the attendees that thereis one shareholder present at the meeting, by proxy, who is the owner of twelvethousand (12,000) registered, non-endorsable ordinary shares, of a nominalvalue of one peso each and one voting right per share, representing 100% of thecapital stock and voting rights of the Company, as it arises from the ShareDeposit Register, folio 9, and the Shareholders Meeting Attendance Register No.1. Also present is Director Mr. Juan de la Vega, while the Representative ofthe General Superintendency of Corporations and of the *Comité Federal de Radiodifusión*(FederalBroadcasting Committee) are not attending. The first item of business is thenconsidered: (1) Appointment of one shareholder to prepare and sign the minutes.The Chairman takes the floor and moves that these minutes be prepared by Mr.Pablo Casey, as representative of Multicanal S.A., the only shareholder of thecompany. The motion is put to a vote and unanimously approved. Thereafter thesecond item of business is brought before the meeting: (2) Approval of thepreliminary merger commitment entered into on March 20, 2001, with MulticanalS.A., Radio Satel Sociedad Anónima, Cable Espacio del Buen Ayre S.A.,Televisión por Cable S.A., Video Cable Norte S.A., Cable Visión Corrientes SociedadAnónima and Plataforma Digital S.A. The Chairman takes the floor and informsthe attendees that such preliminary merger commitment was approved by the Boardof Directors in its meeting held on March 29 this year, and proceeds to readthe relevant minutes of the Board, which are not transcribed herein as theyhave already been recorded in the respective minutes book. After the reading iscompleted and after a brief exchange of ideas, the shareholders approve thepreliminary merger commitment dated March 20, 2001, entered into among theCompany and Multicanal S.A., Radio Satel Sociedad Anónima, Cable Espacio delBuen Ayre S.A., Televisión por Cable S.A., Video Cable Norte S.A., Cable VisiónCorrientes Sociedad Anónima and Plataforma Digital S.A. Then the third item ofbusiness is brought to the consideration of the meeting: (3) Approval of thespecial and consolidated merger balance sheets at December 31, 2000. As theshareholders have duly in advance received the relevant documentation, whichhas been transcribed in rubricated accounting books, it is unanimously resolvedthat such documents will not be read nor transcribed in the minutes, and thatthe special and consolidated merger balance sheets at December 31, 2000 areapproved. Then the fourth item of business is considered: (4) Dissolution ofthe company. The Chairman states that in order to fulfill the foregoingpreliminary merger commitment, this Shareholders Meeting must adopt aresolution to dissolve the company pursuant to the terms of Section 94, paragraph7, of Law No. 19,550, and such resolution is unanimously adopted. Also, theMeeting unanimously resolves to expressly

 

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authorize the Chairman toexecute the final merger agreement, and give powers to Messrs. Julio IgnacioQuiroga, Ernesto Tissone, Carlos Vadell, Paula del Campo and Martín GuillermoRíos so that they may make any statutory announcements, and perform on behalfof the company any actions that may be necessary to register the dissolution ofthe company in the Public Registry of Commerce. There being no further businessto be transacted, the meeting is adjourned. ... Signatures follow.” “SpecialGeneral Shareholders Meeting held on June 22, 2001. Order Number. Date Year2001 Day Month. Shareholder complete Name and Surname Identity DocumentDomicile. Representative complete Name and Surname Identity Document Domicile.Number of Shares or Certificates. Security, Share or Certificate numbers.Capital $. Number of Votes. Signatures. 1 15 6 Multicanal S.A. Avalos 2057Buenos Aires Pablo Casey DNI (National Identity Document) 18,544,947 HipólitoIrigoyen 1628 2nd Floor 12,000 $ 12,000 12,000. There appears asignature. In Buenos Aires, on this 15th day of the month of June,2001, at 06.00 p.m., the receipt of notices of attendance at the SpecialGeneral Shareholders Meeting convened to be held on June 22, 2001, is closed.One shareholder has been recorded, by proxy, as owner of 12,000 registered,non-endorsable ordinary shares of a nominal value of $ 1 each and 1 voteper share, representing 100% of the Capital Stock and voting rights of theCompany. Let it be attested. There appears a signature. In the City of BuenosAires, on this 22nd day of the month of June, 2001, this ShareDeposit Register and Shareholders Meeting Attendance Register is closed, withthe presence of one shareholder, by proxy, the owner of 12,000 registered,non-endorsable ordinary shares, of a nominal value of $ 1 each and 1voting right per share, representing 100% of the capital stock and votingrights of the company. Let it be attested. There appears a signature.” Theseare also true and accurate copies, I attest. As set forth above, the appearingparties, in their respective invoked capacities, have notarized the minutestranscribed above, and they also state that: (a) None of the shareholders hasexercised its appraisal rights; (b) No creditors have stated their opposition;(c) The statutory publication of notices has been made, as described below: (1)In the National Official Gazette, on July 20, 23 and 24, 2001; (2) In theOfficial Gazette of the Province of Santa Fe, on July 24, 25 and 26, 2001; and(3) in the newspaper Clarín, on July 18, 19 and 20, 2001; (d) Copies areattached hereto of the Special Merger Balance Sheets of the seven mergedcompanies and of the merging company, and also of the Special ConsolidatedMerger Balance Sheet; (e) the Minutes Books of the Board of Directors, ofShareholders Meetings, and the Shareholder Meeting Attendance Register of thecompanies they represent, which I have herein had before me, have been

 

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rubricated as indicated below:(1) Those of the company “Multicanal S.A.”, in the Public Registry of Commerceof this [END OF DOCUMENT]

 

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TRUE COPY – LAW 404

C 001279236

 

IT IS A TRUE COPY OF THERELEVANT ORIGINAL DOCUMENT, notarized before Notary Public Ernesto JoséTissone, on folio 615

of Notarial Record number 15

FOR MULTICANAL S.A.

 

 

In my capacity of Notary PublicAssigned to such Register, I hereby issue this first copy in forty-sixphotocopies and this folio, on which I stamp my hand and seal in Buenos Aires,on this 13th day of the month of February, year 2003.

 

 

[illegible signature and seal]

 

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