El documento íntegro y auténtico sobre las cuentas ocultas de Televisa (versión en inglés)

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 " April 20 th  2016 Daniel Kahn Criminal Division Fraud Section / FCPA Coordinator 10 th  and Constitution Ave., NW Bond Building – 4 th  floor Washington D.C. 20530-0001 FAX 202 514 7021 [email protected] From the year 2000 to date, Alfonso De Angoitia Noriega, Board member, former CFO, President of the Finance Committee and Executive Vice-President of Grupo Televisa, S.A.B., a NYSE listed company, has allegedly committed accounting fraud; violated the Foreign Corrupt Practices Act; created money laundering schemes to hide potential revenue from shareholders and conspired to compete against the Company in the advertising market. He has done so with the collaboration, contribution and presumed alliance of Salvi Rafael Folch Viadero, the actual Chieff Financial Officer of the Company. Both members of the board of Grupo Televisa S.A.B. knew while undertaking these action that they were required to comply with the Securities and Exchange Commission’s rules and regulations, which are designed to protect the investing public. A. SUMMARY 1. Alfonso De Angoitia Noriega (AONA620117HDFNRL06) Executive Vice President, President of the Finance Committee and Board Member of Grupo Televisa and Salvi Rafael Folch Viadero (FOVS670816HDFLDL04) Chief Financial Officer and Board Member of Grupo Televisa S.A.B. a registered entity in the NYSE, have participated in a fraudulent scheme to conceal revenue from stockholders using assets from Grupo Televisa; they have registered costs not related to the operation of the Company in different business units and subsidiaries created with the sole purpose to conceal personal expenses for their benefit and profit; they have violated the Foreign Corrupt Practices Act throughout 2005 to 2016; and they have even conspired to create entities that compete in the advertising business with the Company and have not disclosed this conflict of interest to shareholders. 2. Alfonso De Angoitia and Salvi Folch, in conjunction with other company employees and or former employees of Grupo Televisa and its subsidiaries have not registered up to $14 billion pesos in revenue from state governments, political parties and third parties since 2000, while utilizing the company’s infrastructure, inventories in Broadcasting TV, Publishing and other subsidiaries. They have participated in improper and fraudulently accounting. To do so, they have allegedly established parallel companies to compete in the advertising business with Grupo Televisa and have limited the participation of the company in the outdoor

Transcript of El documento íntegro y auténtico sobre las cuentas ocultas de Televisa (versión en inglés)

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April 20th 2016

Daniel Kahn

Criminal Division

Fraud Section / FCPA Coordinator

10

th

 and Constitution Ave., NWBond Building – 4th floor

Washington D.C. 20530-0001

FAX 202 514 7021

[email protected]

From the year 2000 to date, Alfonso De Angoitia Noriega, Board member, former CFO,President of the Finance Committee and Executive Vice-President of Grupo Televisa,S.A.B., a NYSE listed company, has allegedly committed accounting fraud; violated theForeign Corrupt Practices Act; created money laundering schemes to hide potential revenue

from shareholders and conspired to compete against the Company in the advertisingmarket. He has done so with the collaboration, contribution and presumed alliance of SalviRafael Folch Viadero, the actual Chieff Financial Officer of the Company. Both membersof the board of Grupo Televisa S.A.B. knew while undertaking these action that they wererequired to comply with the Securities and Exchange Commission’s rules and regulations,which are designed to protect the investing public.

A. SUMMARY

1. 

Alfonso De Angoitia Noriega (AONA620117HDFNRL06) Executive VicePresident, President of the Finance Committee and Board Member of GrupoTelevisa and Salvi Rafael Folch Viadero (FOVS670816HDFLDL04) ChiefFinancial Officer and Board Member of Grupo Televisa S.A.B. a registered entity inthe NYSE, have participated in a fraudulent scheme to conceal revenue fromstockholders using assets from Grupo Televisa; they have registered costs notrelated to the operation of the Company in different business units and subsidiariescreated with the sole purpose to conceal personal expenses for their benefit andprofit; they have violated the Foreign Corrupt Practices Act throughout 2005 to2016; and they have even conspired to create entities that compete in the advertisingbusiness with the Company and have not disclosed this conflict of interest toshareholders.

2. 

Alfonso De Angoitia and Salvi Folch, in conjunction with other companyemployees and or former employees of Grupo Televisa and its subsidiaries have notregistered up to $14 billion pesos in revenue from state governments, politicalparties and third parties since 2000, while utilizing the company’s infrastructure,inventories in Broadcasting TV, Publishing and other subsidiaries. They haveparticipated in improper and fraudulently accounting. To do so, they have allegedlyestablished parallel companies to compete in the advertising business with GrupoTelevisa and have limited the participation of the company in the outdoor

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advertising business claiming that it is not a strategic asset, while they havepersonally invested in these ventures, without consent or knowledge of theCorporate Governance or Audit Committee.

B. CONSPIRACY TO COMIT FRAUDALENT ACTIVITIES DESIGNED TO

MISLED INVESTORS.

3. 

On or around the fall of 2002, Alfonso De Angoitia was advised by his legalcounsel to design a strategy to reduce his exposure to the Sarbanes – Oxley act of2002. The CFO certification pursuant to section 906 was singled out as a mayorconcern, since Grupo Televisa Financial statements where not accurate. TheCompany had failed to cancel upfront advertising commitments that it could notallocate throughout the year. These inventories where called “ carry overs” in GrupoTelevisa’s Accounting Department, and when a commitment was made it wasregistered as revenue. The non executed sales where turned into credits or discountsfor next year, effectively creating a snowball that overstated sales. The problem

arose through 1999 to 2002, when Alfonso De Angoitia did not register thecancelation of those inventories in order to demonstrate higher sales and a fictitiousEBITDA with the purpose of eliminating certain covenants that the Company had atthat time. The same corporate practice was carried in Cablevision and Publishingsubsidiaries in order to demonstrate higher sales. However, this practice was morepronounced in the INTERNET division named ESMAS.COM who was directed bySalvi Folch. More sales in the INTERNET division gave the company a highervaluation by market analysts and bond holders, at the time that the market gave astrong approval of the INTERNET business in media. This strategy, was craftedwithout consent or participation of other business units; therefore a centralaccounting and the replacement of administrative personnel were executed in orderfor the Finance Vice Presidency, to control all bookkeeping records. As a resultGrupo Televisa ended up having two systems and different flows of financial andoperational information. This brought infighting with managers and directors whodid not understand why their business units showed different revenue and costnumbers at the end of the quarter. One example is Ramón Alberto Garza García, arespected journalist hat came from Grupo Reforma, the leading newspaper inMexico. He was head of the publishing division from 1999 to 2001 and complainedthat his cost structure was lower, and actual sales had risen with him. However theaccounting department allocated Corporate Expenses, CAPEX from other units andadditional costs of the failed revenue they had registered from previous years, to thepublishing unit. This did not reflect his handling of business and he eventuallyresigned from Grupo Televisa due to differences in his compensation (linked toperformance). During this time revenues and inventory from advertisers alwayswhere overstated in a range from 5% to 7%. A way to confirm this is to review thecontracts from top advertisers like Pepsico, Procter & Gamble, Colgate-Palmoliveand Kimberly Clark and review their expenditure on advertising versus inventories.

4. 

With the enforcement of the Sarbanes – Oxley act of 2002, Alfonso De Angoitia didnot want to continue with this constant risk. As an example, during the World Cup

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of 2002 the Company had not registered cancelation of sales packages, as wouldhave been a common practice. Alfonso De Angoitia claims that he was forced toreport higher than actual sales to the market, because “Emilio wants to demonstrate

that we beat TV Azteca on the money”, since the Company did not fare well in theratings, to rival TV Azteca. When Grupo Televisa S.A.B. lost ratings, it would

always argue that they had higher sales.5.

 

On 2003, the Televicentro Distribution established that the Shareholders Trust(composed by Azcarraga Trust 55.29%, Inbursa Tust 24.7%, Investor Trust20.01%) had control of 37.84% of the outstanding A Shares and B Sharescombined. The technical committee of the Shareholders Trust had effective controlof Grupo Televisa. The committee’s bylaws determined that the Azcarraga Trustwould appoint at least 3 of the 5 members composing the technical committee, thuscontrolling the Company. The Inbursa and Investors Trust was only to be consultedon matters regarding increases or reductions in capital stock; merger, split-up,dissolution, liquidation or bankruptcy proceedings; extensions of credit or Share

repurchases and related party transactions. This arrangement meant that there wouldbe more oversight on the operations and reporting of the Company. As was the casewith related party transactions. In that same year, there was a discussion as for thepurchase of Telespecialidades, a company owned by Emilio Azcarraga Jean for $83million USD, the rationale to acquire this non operating entity was due to a largeamount of tax loss carryforwards, the minority group argued that there was a risk ifthe fiscal authorities did not recognize that transaction. A third party opinion wassolicited, however the Alfonos De Angoitia argued that the transaction had to goforward because the law was going to change. At the end, the tax loss carryforwardswhere not recognized by the authorities (Grupo Televisa did use tax losscarryforwards, from other subsidiaries). This is a simulation of a dividend, to certainshareholders, and the CFO, Alfonso De Angoitia did not want to continue withthese risks.

6. 

Therefore, Alfonso De Angoitia proposed a complete overhaul of the organizationalstructure of the Company in order to achieve two objectives. One, safeguard himselffrom any Securities and Exchange Commission investigation by distancing himselffrom the day-to-day activities and avoid leaving any paper trail behind. Second,continue to have a control of the budget and CAPEX expenditure without theresponsibility of his actions. First, he designed an Executive Office of thePresidency that was integrated by the Company’s President Emilo Azcarraga Jeanand two Executive Vice – Presidents, Bernardo Gómez Martinez and himself.Second he created the Committee of Financial Planning that he Chaired so that alldecision were proposed and taken through a committee. And third, he designated asCFO Salvi Folch, who was a former financial regulator in the MexicanGovernment. Salvi Folch had proved to be trustworthy, when he did not complainor argue against the “artificial sales”of ESMAS. 

7. 

The credits and discounts to advertisers where discretionary and there where nointernal controls to monitor the pricing packages, promotions and contracts with the

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clients. The management team could not keep up in 2005 when product placementsstarted to appear at a higher rate in television and cable programming as well as inthe publishing business. This increased the difficulty of controlling companyinventories as well as determining the price of goods sold and the associated cost.

8. 

Therefore, Alfonso De Angoitia started an internal audit unit, called the BLACKROOM, which is in the 8th floor in the Chapultepec 28 building. It started operationsin 2007; this was an internal audit operation that monitored email accounts,telephone calls of key personnel and background checks on service providers. In thesummer of 2008, it acquired special equipment to interfere telephone calls andoutside email accounts of employees, former employees, detractors of the companyand even active Board Members. Pablo Cepeda is in charge of the operation, onpaper he formally reports to Guillermo de la Mora, and all of his expenses are underthat Unit. However Guillermo de la Mora does not have any ascendency over himor does he see any of the intelligence material that he produces such as records oftapped conversations or e-mail interventions. Pablo Cepeda, claims he has received

training from ex Mossad agents in using the software to intercepttelecommunications. He even boasts that he is now able to spy on his teachers.When Grupo Televisa decides to study an acquisition or a negotiation, they use theservices of Pablo Cepeda, to gain an advantage. This tactic has been used topurchase Mexican and foreign firms. This equipment had a cost of $1.3 millionUSD and was incorporated in the CAPEX of the News division. In Mexico and theUS this equipment is illegal, the audit committee has never seen a report of thisoperation and has never audited the CAPEX account of the corporation, as we shallexplain latter this has been a source of abuse to shareholders and is a felony under

Exchange Act Rules 13a15(e) and 15d15(e) and internal control over financialreporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)).

C. DIVERTING REVENUE FROM GRUPO TELEVISA.

9.  Since the News division had always encountered difficulty breaking even andgaining revenue from advertisers, around 2005, Alfonso De Angoitia, who hadclose personal and familiar ties with PAN candidate Santiago Creel Miranda,devised a scheme where as the Politician would secure Casino permits for thecompany and in return Grupo Televisa would finance his political campaign, byairing positive news coverage and increased air time exposure in non newsprograms. This proved to be a bad business venture for both sides, since neitherSantiago Creel used the advertising time and publishing pages for his campaign and

Grupo Televisa has recognized a negative return on investment and cash flow fromthe Casino operation.

10. This failed experiment led to an adjustment of the business model where GrupoTelevisa receives cash from political parties and state governments in order toprovide news coverage at the state and local level, appearances in non news shows,increased air time for advertising commercials, coverage in publishing magazinesand special promotions. This is an ongoing operation and is a reason of why it is

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difficult to track inventories and assign a cost to product placements, specialproductions and even airtime. If airtime, from governments and political parties istaken into account Grupo Televisa is not reporting up to 10% of its revenues in TVBroadcasting, Publishing, Cable and Regional TV sales. Contrasting the accountingreports, operational reports sent to clients and verifying it with screen transmissions

can verify this.11.

 

This operation has also had a relevant cost on the image of Grupo Televisa and evenmore on the Chairman Emilio Azcarraga. Political parties and prominent membersof the Mexican Society accused Grupo Televisa of a biased news coverage, this haseroded the company’s credibility with advertisers.

12. The majority of the payments from political parties and state governments are madein bulk cash, and held in a vault at the Santa Fe Corporate offices in the basement,some of the payments are transferred to the “ Estadio Azteca” ticket booth to beregistered as sells of tickets for special events. These proceeds from the soccer

stadium from non existent events, and expenses from other units amounted close to$40 million USD in that year. On or around November 2009, Salvi Folch wasinstructed by Alfonso De Angoitia to divert payments from the State of México tothe following accounts:

Payments started in January 2009GOCAS InvestmentGuaranty Trust Bank Limited (Bahamas)AN:7816432

Payments started in May 2011C/O Andrés GómezBNP Paribas (Isle of Man)Trust / AN: 25190

GOCAS InvestmentThe Royal Bank of Scotland Group (Isle of Man)Trust / AN: 31789

GOCAS InvestmentJP Morgan Chase Bank (USA)AN: 54189

Credit Suisse Bank (San Diego)Trust number 64521-2

Wells Fargo (San Diego)AN: 721936

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Salvi Folch instructed the treasury and comptroller to distribute the money of the“Estadio Azteca”  Ticket booth sales among intercompany sales, because it could“call the attention of the auditors”. A copy of these transfers where sent to AlfonsoDe Angoitia, Salvi Folch and Efren Yaber Jimenez, also an employee of GrupoTelevisa

13. 

Other cash bulk payments are directly delivered to employees of Alfonso DeAngoitia. Hugo Rios and Osvaldo Orozco claim to have received bulk cash in USdollars and pesos at his corporate office in Mexico City in the Santa Fe complex.The money was sent to his personal assistant Rodrigo Guerrero Arteaga, whocounted the money and verified that the amount was correct. Efren Yaber has alsoparticipated in counting the money and usually took 50% to 75% of the bulk cash.Efren Yaber is formally employed in the News division, however he is partner ofEmilio Azcarraga Jean in an LLC registered in Florida named “EMILIOINCORPORATED”. The use of these resources is for the personal benefit ofAlfonso De Angoitia as we will enunciate some of his assets and bank accounts,

which do not coincide with his revenues.14.

 

The following table is a partial reconstruction of budget of payments that isreviewed every week by Alfonso De Angoitia and Salvi Folch in Mexican pesos.The Clients, make a commitment for the year, and deliver the money in bulk cashon a monthly or bi monthly basis.

Client 2015 2014 2013 2012

PAN $200,000,000 $180,000,000 $160,000,000 $240,000,000

EDOMEX $800,000,000 $600,000,000 $560,000,000 $870,000,000

PUEBLA $400,000,000 $350,000,000 $400,000,000 $350,000,000

NUEVO LEON $450,000,000 $350,000,000 $380,000,000 $400,000,000VERACRUZ $450,000,000 $300,000,000 $350,000,000 $400,000,000

PRI $400,000,000 $280,000,000 $300,000,000 $550,000,000

CHIAPAS $300,000,000 $250,000,000 $250,000,000 $200,000,000

CHIHUAHUA $420,000,000 $300,000,000 $350,000,000 $420,000,000

GOBIERNO FEDERAL $800,000,000 $700,000,000 $650,000,000 $450,000,000

15. 

Guillermo de la Mora, is an employee in charge of designing strategy for theseclients since, most of their advertising package is through product placement orinfomercials that pass as regular content. He produces the content and sees itdelivered through the distribution channels of Grupo Televisa. He has an office inChapultepec 28 Complex, since his incorporation in the Company in 2010. Hereports to Salvi Folch the expenditure of which he is to register as contentproduction for the News unit, morning shows, Broadcast TV, Cable or publishing.Guillermo de la Mora executes instructions by Bernardo Gómez Martinez andAlfonso De Angoitia directly, however all expenditure is reported to Salvi Folch.Guillermo de la Mora is not aware of the financial scheme or budget; he is onlyresponsible of producing the content. This has proven to be a source of tensionswhen meeting with “clients” since they do not have a parameter as to the delivery of

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the content, or a parameter for their budget. Staff form Guillermo de la Mora Unithas been directly threatened by clients that think Grupo Televisa has takenadvantage.

D. CREATING ENTITIES TO HIDE REVENUE FROM TELEVISA

SHAREHOLDERS

16. 

The revenue not reported to the Company has created an amount of wealth thatneeded a special scheme in order to conceal illegal assets. The former brother in lawof Alfonso de Angoitia, named Rodrigo Rosenberg Marzano helped him to developa scheme of enterprises and shell companies in Guatamela. Through his law firmRosenberg- Marzano, Marroquin – Pemueller & Asociados SC, he created at least 7companies to hide assets and receive payments.

17. There is a category of “offshore” banks in Guatemala in which the customers’money (with average deposits of $100,000) is legally considered to be a deposit in

the foreign country where the bank’s head office is based. There are six “offshore”entities, with head offices in Panama, the Bahamas, Barbados, and Puerto Rico.These “offshore” banks are subject to the same AML/CFT regulations as any localbank. The corporations registered in Guatemala, from 2003 to 2010, have bearershares to hide the ownership of Alfonso De Angoitia. After 2011, Guatamalaestablished a two-year period to convert bearer shares to nominative shares. Thecurrent law firm that provides advice to Alfonos De Angoitia is Consortium Legalwhere a former associate of Rodrigo Rosenberg is in charge of matters regardinghim. The name is of the lawyer is a senior partner named Alfredo RodriguezMahuad.

18. 

TAMPEI is a Guatemala company that was created in or around 2009, for thepurpose to move assets from state governments and profits from Grupo Televisa inorder to buy an executive jet. This entity, after it acquired another shell companythat owned the plane, was bought by a Mexican corporation denominated TABAESA de CV that got the tail registration, before the Mexican authorities in theMinistry of Communications and Transportation XA-SKY.

19. In 2010, Alfonso De Angoitia, commissioned Guadalupe Philips Margain, who wasthe Vice President for Risk and Corporate finance of Grupo Televisa to start a newcompany called VERAX Wealth Management, to handle the assets as a familyoffice for Alfonso De Angoitia and Salvi Folch. For this they hired José Luis

Llamas, who was Co-Head of Asset and Wealth Management for Latin America atDeutsche Bank New York and member of the Executive Committee of theAmericas of the institution. Before he served as a representative of Deutsche BankAG Mexico. José Luis Llamas has pending litigation issues; claimants allege that,their investment in an offshore real estate fund was unsuitable, and that Respondentand Mr. Llamas breached their fiduciary duties by misrepresenting the nature, risksand characteristics associated with Claimants' investment in the fund.

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They have a subsidiary named XRV Management located in:

Cayman Islands

XRV Management

Suite 3204 Gardenia Court

Camana Bay PO Box 30745

Mexico Office

VERAX Wealth Management Prado Sur no. 250 Piso 1Lomas de Chapultepec, Miguel HidalgoTel: 50112001Mobile: 01.525.55.43.48.40.00

20. Through this family office infrastructure, Alfonso De Angoitia and Salvis Folch,have made proposals to David Martinez, Head of Fintech Advisory Limited andFintech Advisory Inc. to fund ventures in the construction and energy sectors inMexico. Together they have bought the debt of ICA.MX since September 2015.They also appointed the owner of VERAX Wealth Management Guadalupe PhilipsMargain; she has not disclosed that she has a conflict of interest or that through herowned entity in Mexico and Cayman Islands she is acquiring on behalf of AlfonsoDe Angoitia and Salvi Folch debt from ICA.MX that she, in her character of ChiefRestructuring Officer will turn into stock. This is one of the reasons that ICA.MXhas not finished the restructuring proposal for new investors.

E. CAPITAL EXPENDITURE (CAPEX) BY GRUPO TELEVISA IS DESIGNED TO

HAVE AN OVERHEAD FOR THE BENEFIT OF ALFONSO DE ANGOITIA.

CABLEVISION

21. In November 2006, Grupo Televisa invested U.S.$258 million in convertibledebentures of Alvafig, S.A. de C.V. (“Alvafig”), which held 49% of the votingequity of Cablemás, and in July 2013, it made an investment to acquire 95% of theequity interest of Ares, owner of 51% of the equity interest of Cablecom. Both ofthese transactions ended in the incorporation of these companies into GrupoTelevisa. David Martinez through Fintech Advisory LLC, provided the financialstrategy and structure. Both transactions had the objective of misleading theMexican telecom regulators as to who had actual control of the cable market inMexico.

22. During 2006 and 2012, Financial Advisory Services (F20 Note 21 on the FinancialStatements), had a growth of 30% and 89% respectively from the previous year. It isalleged that, a portion these services, where paid through intermediaries to benefitAlfonso De Angoitia and Salvi Folch.

UNIVISION

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23. 

On or around April 30th  2015, two members of the Board of Directors ofUNIVISION, José Baston and Enrique Senior led by Alfonso de Angoitia conspiredto “ take over the board of UNIVISION”. Haim Saban, Chairman of the Board ofUNIVISION had constantly expressed his dissatisfaction and pushed GrupoTelevisa to prepare a new content proposal so that the company did not follow rival

TELEMUNDO with star bios and Narco epics.24.

 

José Baston presented the same material and received a written response by theChairman of UNIVISION. José Baston, encouraged by Enrique Senior andcounseled by Alfonso de Angoitia, wrote to Haim Saban that he would not give himanymore written statements and that he would prefer to have a meeting with him inorder to explain verbally the new lineup from Grupo Televisa. This advice as not tohave any written communications between Board Members was an initiative fromAlfonso De Angoitia, because they do not want internal tensions to have an impacton the planned IPO.

25. 

Grupo Televisa shareholders paid an “extraordinary bonus” to executive officersthat was authorized by Salvi Folch in connection with the UNIVISION / BMPtransaction. This special bonus amounted to $73.6 million USD of which JoséBaston, Enrique Senior and Alfonso de Angoitia benefited from this. The Securitiesand Exchange Commission detected the discretion and irregularity of this paymenton September 9th 2011; it is also needless to say that the Audit Committee of GrupoTelevisa never reviewed the matter under discussion, it was presented directly to the

26. 

In both the CABLEVISION and UNIVISION transactions the diverted sum is in arange of 5% to 7%, in order to keep it in line with other transactions. Salvi Folch,has told his staff that this is a “Bonus”  for the Chairman Emilio Azcarraga Jean,however the bank accounts that received the payments and fees aforementioned donot belong to him or family members, as we can see below:

Maria Concepción Legorreta /Sara E de AngoitiaBank: Banque Raiffeisen (Luxemburg)Date of incorporation: May 2007Trust: AN 18852Balance: $15,436,150 USD

Maria Concepción Legorreta /Alejandra de AngoitiaBank: Credit Suisse (Switzerland)Date of incorporation: July 2006Trust: AN 1884327Balance: $17,237,122 USD

Alfonso de Angoitia /Synergy InvestmentsBank: Julius Baer & Co. AG (Switzerland)Date of incorporation: March 2005Account number: 359913

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Balance: $9,285,911 USD

F. VIOLATION OF THE FOREIGN CORRUPT PRACTICES ACT

27. Alfonso De Angoitia, has been involved and or witnessed acts of bribery and

corruption in order to benefit Grupo Televisa or its subsidiaries. Here are twoexamples in a range of the past six months.

28. 

Juan Ignacio Zavala ( ZAGJ660518UF8 Mexican Tax ID), brother in law of formerMexican President Felipe Calderon has been receiving a monthly stipend of$116,306.67 pesos paid by a subsidiary of Grupo Televisa called Terma SA de CV  (TER750717AO3 Mexican Tax ID), since 2012. This payment is in exchange forpolitical favors received during the Calderon Administration. Juan Ignacio Zavalafacilitated accesses and appointments with regulatory authorities and also provideda clue as to were the temperament of President Calderon stood, since he alwaysmistrusted Grupo Televisa, and was harsh with them. At the beginning of the

Calderon Presidency Bernardo Gomez, went to exile to San Diego and as itmentioned by Alfonso De Angoitia, “if Juan Ignacio, had not intervened Bernardowould still be taking English classes in San Diego”.

29. At the end of 2015 Alfonso De Angoitia and Adolfo Lagos director of thetelecommunications subsidiary, commissioned Javier Ignacio Semerene, to obtain apublic contract from the State of Mexico involving the Secretary of Security and theHead of the Security Fusion Center (C4 in Mexico) Miguel Ángel Zamora. Thiscontract worth $362 million pesos will be directly assigned to BESTEL, without abidding process. Javier Semerene claims that his expertise is to “bullet proof”government contracts so that direct contracting from government is not questionedafterwards and withstand internal investigations. On or around the third week ofMarch, Javier Semerene met with public officials from the Comptrollers Office andthe Secretary of Finance to work out the details and “ bullet proof” the contract. Forthe closing details of the contract, Javier Semerene, asked for specifics of thecompensation package for the public officials. All this is done under thesupervision, encouragement, and full knowledge of Alfonso De Angoitia andAdolfo Lagos.

G. DIRECT COMPETITION BY CORPORATIONS OWNED BY ALFONSO DE

ANGOITIA AND SALVI FOLCH AND ENTITIES CREATED IN GRUPO

TELEVISA TO BENEFIT THEM.

30. 

Grupo Televisa participated in the outdoor advertising business up to the year 2000,when it sold those assets, because they where not a profitable business. Since then,the Company has rejected to enter this line of business, even though leadingnational and international outdoor advertising companies have grown double digitin Mexico and have even made proposals to Grupo Televisa. None of the proposalshave been presented to the Board Members or the Executive Committee of theCompany.

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31. In or about 2010, Alfonso De Angoitia, Pablo Legorreta Creel, Bernardo GómezMártinez and Salvi Folch along with former employees of Grupo Televisa formed agroup that acquired a 50% of an outdoor advertising company that operates inMexico and Central America. The company is named “Grupo Pol” Impactos

Frecuencia y Cobertura en Medios SA de CV . “Grupo Pol”, had a Capital structureof two entities Bilbore SA. and Consorcio Regional, each owned 50%. ConsorcioRegional who is a subsidiary of Multimedios Estrella de Oro SA de CV, a Mexicanmedia company located in the city of Monterrey sold its 50% stake to the newshareholders for $280 million pesos. The new investor group deposited theirpayments in the following accounts, during 2010 and 2011:

Consorcio regional S.A. de C.V.BANORTE 072580001611467576

Multimedios Estrella de Oro S.A. de C.V.

BANORTE 072580000563652731The company’s address is Sasso Ferrato No.61 Colonia Alfonso XIII. C.P. 01460,Delegación Álvaro Obregón, México D.F.

32. “Grupo Pol” Impactos Frecuencia y Cobertura en Medios SA de CV   has acquiredDP and Publimex, and is growing aggressively in Mexico City, Monterrey andCentral America. It even has an advertising contract with Cerveceria Modelo worth$140 million pesos. This company is directly competing with Grupo Televisa in theadvertising market.

33. 

On April 24th 2003, Salvi Folch and Alfonso De Angoitia created a Florida basedcompany Fs Unit 3207 Inc. with the state ID P03000046015. Eric Folch,administered this company as well as Fs Unit 3007 Inc. and Fs Unit 3010 Inc.Alfonso de Angoitia was President and Director while Salvi Folch served asTreasurer and Secretary. The addresses for these corporations mention that thecurrent principal place of business, as registered in the Department of State inFlorida, is Vasco de Quiroga #2000 Edificio A 4A, Mexico D.F. CP 01210, thesame address as Grupo Televisa headquarters, even though these corporations donot appear in the company records. On the September 25 2015, Fs Unit 3207 Inc.filed for dissolution.

34. 

These corporations where created during 2003, when Salvi Folch was named ChiefFinancial Officer of Grupo Televisa and relived Alfonso De Angoitia from signingthe 20F, as advised from his legal counsel. The audit committee has to determinethe contingencies and potential risks that Grupo Televisa faces and inform theBoard Members what business is done inside the company. This suspicious activityis ongoing. Eric Folch is not an active employee of Grupo Televisa, but is believedto be a family member of Salvi Folch.

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35. 

Efren Yaber Jimenez, has registered entities in California and Florida with EmilioAzcarraga Jean. These corporations have received payments from third parties thatare suppliers of Grupo Televisa. Salvi Folch authorizes the payments to thesecorporations.

 Name of entity Entity numberEmilio Jean Incorporated F040000071051883 SUNSET ISLAND, LLC L03000052210UNIT 808 I.V. LLC L09000048818EMSHAR PALM LLC L09000049153EMIL, LLC L07000032628

Aisha Nasser an employee of Grupo Televisa in the United States administers all of

these entities some of the addresses she has used are from offices of the corporationin Florida.

36. The offices of Emilio Azcarraga are located in Paseo de la Reforma 730, Lomas deChapultepec, Mexico City. Inside the offices are 4 sculptures by Damien Hirstcalled sharks, worth $10 million USD. These sculptures and the offices are notregistered as assets of Grupo Televisa. Rodrigo Guerrero Arteaga did the paymentsto the architects and engineers in bulk cash on orders from Salvi Folch.

Air Transportation

37. 

In 2010, Alfonso De Angoitia purchased from Gulfstream Aerospace a GV- SP(G550) corporate business jet with the original registration tail number N829GA.The corporate business jet was delivered on August 2010, and is now registeredwith the tail number XA–SKY.

38. 

The registered owner of the corporate business jet is a company:

Star Oriental LtdVanterpool Plaza, 2nd FloorWickhams Cay 1, Road TownTortola , British Islands

The operator was:Aero Personal SA de CV.Boulevrad de Aviación General Lote 31Aeropuerto Internacional de TolucaC.P. 50200, Toluca Edo. de MéxicoMéxico

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Aero Personal stated before the Department of Transportation on February 27, 2012that it operated the following fleet with the following insurance policies:

XA- EAJ with Chubb de Mexico Cia de Seguros, S.A.de C.V. worth $100,000,000million USD

XA-SKY with Grupo Mexicano de Seguros S.A.de C.V. worth $250,000,000 millionUSD

XA- SKY is for the exclusive use of Alfonso De Angoitia and his family. Even though,he has this airplane at his disposal, from time to time his family and known associatescharter a Gulfstream G280 Corporate Jet with the tail number XA – BAY, which isoperated by Servicios Aeros Across SA de CV, located in Mexico City, the previousregistration of this aircraft was N280GC.

XA – SKY, has recently been moved to Servicios Aeros Across, that is operated byPiero Guadiano and Pedro Corsi. They have entered a permit to change the tail number

before Mexican authorities.Boats

39. On 2011, Emilio Azcarraga Jean acquired a 257 feet boat. Alfonso De Angoitiastructured the purchase with Salvi Folch in order to provide a structured finance forthe boat. The sale price was $120,000,000 million USD. The boat is currentlyadministered by Edmiston & Company and is stationed in the Philippines. The boatis named TV, and can be chartered when the owner is not using the boat. Since2013, the monthly maintenance and crew expenses of TV are charged to the Newsshow “Por el Planeta”. 

40. 

In the summer of 2015, Alfonso De Angoitia and Salvi Folch prepared a strategy tosell TV for $130 million USD, in order to invest in a 301 feet boat for 175 millioneuro, to be delivered in the winter of 2016. The sale and acquisition transaction isbeing handled by Robert Shepherd – Edmiston ( 1.212.792.5370 – 1325 Avenue ofthe Amercias 27th  Floor New York, NY, 10019). A public brochure is availablesince January 2016 announcing the sale of TV.

H. EMILIO AZCARRAGA PROFIT SHARING AGREEMENT, COULD

INCREASE THE COMPANY’S RISK

Notaries Rafael Manuel Oliveros Lara Notary 45 and Manuel Enrique Oliveros Lara(OILM540213AG6) Notary 100, have drafted several documents, by which there is a profitsharing agreement between Alfonso De Angoitia, Bernardo Gómez and Emilio Azcarragain al lines of business including the “revenue derived from Grupo Televisa”. The amount ofincome derived from this agreement equals $372 million USD, some of which has beenallocated to VERAX Wealth Management. This answers serious questions about anycontinuity plan and control issues from the company. Management has not disclosed theseissues that are relevant and risk issues for shareholders.

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I. ALFONSO DE ANGOITIA NORIGA KNOWN ASSETS

General Information

Alfonso De Angoitia NoriegaMexican Social Security Number: NSS 1766200685Mexican Tax ID: AONA620117BH9CURP: AONA620117HDFNRL06Voting Registration ID: ANNRAL62011709H00Professional License: 1311950

Alfonso De Angoitia is President of KARDIAS A.C.; a non for profit organization that hasreceived donations from Grupo Televisa, in cash and through advertising TV ads worthmore than $5 million pesos. This non-for profit lost the tax-exempt benefit in 2012, becauseit violated the law by not giving the necessary audit information. The tax-exempt benefit is

now in place.Known Addresses:

Calle Cumbres de Acultzingo, No 185Interior PH, Colonia Lomas Altas, Miguel HidalgoCiudad de MexicoMexicoC.P. 11010

Av. Explanada no 1315Lomas de Chapultepec, Miguel HidalgoCiudad de MexicoMexicoC.P. 11000

Bloomen SchoolMonte Cáucaso 1245Lomas de Chapultepec, Miguel HidalgoCiudad de MexicoMexicoC.P. 11000

Rancho AcultzingoState of MexicoThis property was paid in cash for $17 million pesos

1030 Fifth Avenue, APT 5WNew York, NY 10028USA

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Bank Accounts that received funds from alleged illegal operations

Alfonso de Angoitia / María Comcepción LegorretaBank: Bank of AmericaDate: September 2000

Account number: 1934176Balance: $1,118,432 USD

María Concepción LegorretaBank: Wells FargoDate: November 1999Account number: 63197Balance: $3,186,940 USD

Alfonso de AngoitiaBank: Wells Fargo

Date: December 1999Account number: 63285Balance: $2,637,585 USD

Fall of 2015

On or around the fall of 2015, up to $40 million USD where diverted to the above-mentioned accounts.

NY Apartment

Alfonso De Angoitia bought cash a $16.5 million USD, apartment in New York located on1030 fith avenue Apt 5W. It was the highest paid transaction in Manhattan in December2012.

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&>9>81>1.0

,--./006<5;4-D78190#+"$0?;5-054<B>43-<BE450F1,=><=?>B<A5;4>5A?4D3>C15945>C;C-,><64>

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Bodyguards

Martín ÁguilaOsvaldo OrozcoAntonio BarrónHéctor Téllez

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