dic 15, 2009
GENERAL ORDINARY SHAREHOLDERS' MEETING TELMEX INTERNACIONAL, S.A.B. DE C.V. DECEMBER 15, 2009 10:00 AM
I. Submission, discussion and, as the case may be, ratification of the appointment of a Provisional Director. Resolutions related thereto.
First. The resignation tendered by Mr. Eric D. Boyer as an Independent Director is hereby accepted. The Meeting thanks him for diligently performing his duties and releases him from any further liability.
Second. The appointment of Mr. Michael Bowling is hereby ratified by the Board of Directors according to the terms of Article 24 of the Mexican Securities Law and Clause 31 of the by-laws of the Company. Mr. Bowling is hereby appointed as an Independent Member of the Board of Directors and entrusted to perform such duties as of this date and until the date in which he is substituted or resigns.
Third. It is hereby confirmed that this Meeting evaluated the Independence of the Independent Director, who is hereby ratified and considers him suitable to perform his duties without any conflict of interest and without being subject to personal, property or financial interests pursuant to Article 26 of the Mexican Securities Law.
II. Discussion and, as the case may be, appointment of a Director. Resolutions related thereto.
First. Mr. Louis C. Camilleri is hereby appointed as an Independent Director of the Board of Directors of the Company and entrusted to perform such duties as of this date and until the date in which he is substituted or resigns.
Second. It is hereby confirmed that this Meeting evaluated the Independence of the Independent Director, who is hereby ratified and considers him suitable to perform his duties without any conflict of interest and without being subject to personal, property or financial interests pursuant to Article 26 of the Mexican Securities Law.
Third. It is hereby confirmed that the remainder of the Board of Directors of the Company has not changed.
Fourth. By virtue of the resolutions above, the Board of Directors of the Company will be comprised as follows:
BOARD OF DIRECTORS
NON INDEPENDENT DIRECTORS
Carlos Slim Domit.- Chairman
Jaime Chico Pardo
Arturo Elias Ayub
Oscar Von Hauske Solís
INDEPENDENT DIRECTORS
Laura Diez Barroso Azcárraga de Laviada
Roberto Kriete Ávila
Jorge Andrés Saieh Guzmán
Fernando Solana Morales
Antonio del Valle Ruiz
Michael Bowling
Rayford Wilkins Jr.
Louis C. Camilleri
INDEPENDENT DIRECTOR ELECTED BY SERIES “L” SHAREHOLDERS
Francisco Medina Chávez
It is hereby ratified that the Independent Directors are persons with experience, skill and professional prestige according to the requirements provided by the applicable legal provisions.
III. Report regarding compliance with the obligation established by Article 86, subsection XX of the Income Tax Law. Resolutions related thereto.
Sole. The tax report for the corporate year concluding December 31, 2008 of the Company has been submitted in compliance with Article 86, subsection XX of the Income Tax Law.
IV. Designation of delegates to carry out and formalize the resolutions adopted by the Meeting. Resolutions related thereto.
Sole. The following persons are hereby designated as delegates of this Meeting: Carlos Slim Domit, Oscar Von Hauske Solís, Gonzalo Lira Coria, Eduardo Alvarez Ramírez de Arellano and Verónica Ramírez Villela, said delegates will have the most extensive authorities so that together or separately they may (i) carry out acts of any kind that are necessary or advisable to execute the resolutions adopted by this Meeting; (ii) issue authenticated copies of these minutes, as may be required; (iii) appear before the notary public of their choice to formalize the minutes of these Meeting and so they may in person or through their representative submit the corresponding filings in the Public Registry of Commerce; (iv) if applicable, amend the text of these minutes as required by the competent authorities; and, in general (v) carry out any other acts or filings that are necessary so that these resolutions taken by the Meeting are properly and totally formalized and executed.
