Shareholder Meetings Approve Amendment to TV Azteca By-Laws to Comply With Provisions of Mexican Securities Laws

Shareholder Meetings Approve Amendment to TV Azteca By-Laws to Comply With Provisions of Mexican Securities Laws

MEXICO CITY, May 31 /PRNewswire-FirstCall/ -- TV Azteca, S.A. de C.V. (NYSE:TZA) (BMV: TVAZTCA) (Latibex: XTZA), one of the two largest producers of Spanish-language television programming in the world, announced that an Extraordinary Shareholders' Meeting held yesterday at its corporate offices in Mexico City unanimously approved by 99.98% of the vote, amendment of the Sixth, Ninth, Eleventh, Fourteenth, Sixteenth, Twenty First, and Twenty Sixth Sections of the By-laws of the Company in order to harmonize them with the provisions of the Mexican Securities Market Law (Ley del Mercado de Valores) and the General Rules to Regulate Issuers and other Participants of the Securities Market (Disposiciones de Caracter General Aplicables a las Emisoras de Valores y a Otros Participantes del Mercado de Valores).

Each one of the different series of shares in special shareholders' meetings previously approved amendments of sections Sixth and Twenty Sixth as follows: series "D-A" by unanimous vote of 98.70%; series "A" by unanimous vote of 99.98%; and series "D-L" by vote of 99.97%.

Amendments consist primarily of the matters identified in a) to g) below; for further information, please visit the Mexican Stock Exchange (BMV) Website: http://www.bmv.com.mx/ .

a) Sixth Section (Paid-in Capital and Stock). The cancellation of
registration and the delisting of the company's shares in stock markets
are now included in such sections as matters in which series D-A and
D-L shares have voting rights.
b) Ninth Section (Purchase of the Company's Stock). Theoretical value of
the stock is substituted for market value when referred to stock
repurchase or placement.
c) Eleventh Section (Prohibition of Subsidiaries to Purchase Stock). The
company's subsidiaries are no longer permitted to purchase the
company's stock, to grant employee stock option plans.
d) Fourteenth Section (Reduction of Paid-in Capital). Reimbursement value
to shareholders, who exercise their right to withdraw thereby
reductions of the variable portion of the paid-in capital, will be
determined by the lower value of the following two options: 95% of the
last 30-day average stock price at the BMV and the stock's book value.
e) Sixteenth Section (Cancellation of Registration in the Mexican
Securities Registry). The rules for public offerings have been adapted
to the current legal framework with regards to the cancellation of the
registration of the company's stock in the Mexican Securities Registry.
f) Twenty First Section (Representation in Shareholders' Meetings). The
secretary of the board must ensure that shareholders have available to
them, in a timely manner, the forms that entitle them to be represented
at shareholders' meetings
g) Twenty Sixth Section (Attendance and Resolutions of Extraordinary
Shareholders' Meetings). Attendance and percentage of vote in
extraordinary shareholders' meetings in which series "D-A," "D-L"
and/or "L" shares have voting rights are as follow:

-- First Call for Shareholders' Meeting. Minimum attendance: majority of
series "A" shares and 75% of the company's outstanding shares.
Percentage of vote: majority of the company's outstanding shares.

-- Second Call for Shareholders' Meeting. Minimum attendance: majority of
series "A" shares and 50% of the company's outstanding shares.
Percentage of vote: majority of the company's outstanding shares.

Company Profile

TV Azteca is one of the two largest producers of Spanish-language television programming in the world, operating two national television networks in Mexico, Azteca 13 and Azteca 7, through more than 300 owned and operated stations across the country. TV Azteca affiliates include Azteca America Network, a new broadcast television network focused on the rapidly growing U.S. Hispanic market, and Todito.com, an Internet portal for North American Spanish speakers.

Except for historical information, the matters discussed in this press release are forward-looking statements and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Risks that may affect TV Azteca are identified in its Form 20-F and other filings with the US Securities and Exchange Commission.

Investor Relations:
Bruno Rangel Rolando Villarreal
+011-52-55-1720-9167 +011-52-55-1720-0041
jrangelk@tvazteca.com.mxrvillarreal@gruposalinas.com.mx

Media Relations:
Daniel McCosh
+011-52-55-1720-0059
dmccosh@tvazteca.com.mx

Source: TV Azteca, S.A. de C.V.

CONTACT: Investors, Bruno Rangel, +011-52-55-1720-9167, or
jrangelk@tvazteca.com.mx, or Rolando Villarreal, +011-52-55-1720-0041, or
rvillarreal@gruposalinas.com.mx; or Media, Daniel McCosh,
+011-52-55-1720-0059, or dmccosh@tvazteca.com.mx, all of TV Azteca

Web site: http://www.tvazteca.com.mx/

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