April 20th 2016Daniel Kahn Criminal Division Fraud Section / FCPA Coordinator 10th and Constitution Ave., NW Bond 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 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 1 advertising business claiming that it is not a strategic asset, while they have personally invested in these ventures, without consent or knowledge of the Corporate 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 legal counsel to design a strategy to reduce his exposure to the Sarbanes – Oxley act of 2002. The CFO certification pursuant to section 906 was singled out as a mayor concern, since Grupo Televisa Financial statements where not accurate. The Company had failed to cancel upfront advertising commitments that it could not allocate throughout the year. These inventories where called “ carry overs” in Grupo Televisa’s Accounting Department, and when a commitment was made it was registered as revenue. The non executed sales where turned into credits or discounts for next year, effectively creating a snowball that overstated sales. The problem arose through 1999 to 2002, when Alfonso De Angoitia did not register the cancelation of those inventories in order to demonstrate higher sales and a fictitious EBITDA with the purpose of eliminating certain covenants that the Company had at that time. The same corporate practice was carried in Cablevision and Publishing subsidiaries in order to demonstrate higher sales. However, this practice was more pronounced in the INTERNET division named ESMAS.COM who was directed by Salvi Folch. More sales in the INTERNET division gave the company a higher valuation by market analysts and bond holders, at the time that the market gave a strong approval of the INTERNET business in media. This strategy, was crafted without consent or participation of other business units; therefore a central accounting and the replacement of administrative personnel were executed in order for the Finance Vice Presidency, to control all bookkeeping records. As a result Grupo Televisa ended up having two systems and different flows of financial and operational information. This brought infighting with managers and directors who did not understand why their business units showed different revenue and cost numbers at the end of the quarter. One example is Ramón Alberto Garza García, a respected journalist hat came from Grupo Reforma, the leading newspaper in Mexico. He was head of the publishing division from 1999 to 2001 and complained that his cost structure was lower, and actual sales had risen with him. However the accounting department allocated Corporate Expenses, CAPEX from other units and additional costs of the failed revenue they had registered from previous years, to the publishing unit. This did not reflect his handling of business and he eventually resigned from Grupo Televisa due to differences in his compensation (linked to performance). During this time revenues and inventory from advertisers always where overstated in a range from 5% to 7%. A way to confirm this is to review the contracts from top advertisers like Pepsico, Procter & Gamble, Colgate-Palmolive and Kimberly Clark and review their expenditure on advertising versus inventories. 4. With the enforcement of the Sarbanes – Oxley act of 2002, Alfonso De Angoitia did not want to continue with this constant risk. As an example, during the World Cup 2 of 2002 the Company had not registered cancelation of sales packages, as would have been a common practice. Alfonso De Angoitia claims that he was forced to report 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 the ratings, 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 Trust 20.01%) had control of 37.84% of the outstanding A Shares and B Shares combined. The technical committee of the Shareholders Trust had effective control of Grupo Televisa. The committee’s bylaws determined that the Azcarraga Trust would appoint at least 3 of the 5 members composing the technical committee, thus controlling the Company. The Inbursa and Investors Trust was only to be consulted on 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 would be more oversight on the operations and reporting of the Company. As was the case with related party transactions. In that same year, there was a discussion as for the purchase of Telespecialidades, a company owned by Emilio Azcarraga Jean for $83 million USD, the rationale to acquire this non operating entity was due to a large amount of tax loss carryforwards, the minority group argued that there was a risk if the fiscal authorities did not recognize that transaction. A third party opinion was solicited, however the Alfonos De Angoitia argued that the transaction had to go forward because the law was going to change. At the end, the tax loss carryforwards where not recognized by the authorities (Grupo Televisa did use tax loss carryforwards, from other subsidiaries). This is a simulation of a dividend, to certain shareholders, and the CFO, Alfonso De Angoitia did not want to continue with these risks. 6. Therefore, Alfonso De Angoitia proposed a complete overhaul of the organizational structure of the Company in order to achieve two objectives. One, safeguard himself from any Securities and Exchange Commission investigation by distancing himself from 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 the responsibility of his actions. First, he designed an Executive Office of the Presidency that was integrated by the Company’s President Emilo Azcarraga Jean and two Executive Vice – Presidents, Bernardo Gómez Martinez and himself. Second he created the Committee of Financial Planning that he Chaired so that all decision were proposed and taken through a committee. And third, he designated as CFO Salvi Folch, who was a former financial regulator in the Mexican Government. Salvi Folch had proved to be trustworthy, when he did not complain or argue against the “artificial sales”of ESMAS. 7. The credits and discounts to advertisers where discretionary and there where no internal controls to monitor the pricing packages, promotions and contracts with the 3 clients. The management team could not keep up in 2005 when product placements started to appear at a higher rate in television and cable programming as well as in the publishing business. This increased the difficulty of controlling company inventories 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 BLACK ROOM, which is in the 8th floor in the Chapultepec 28 building. It started operations in 2007; this was an internal audit operation that monitored email accounts, telephone calls of key personnel and background checks on service providers. In the summer of 2008, it acquired special equipment to interfere telephone calls and outside email accounts of employees, former employees, detractors of the company and even active Board Members. Pablo Cepeda is in charge of the operation, on paper he formally reports to Guillermo de la Mora, and all of his expenses are under that Unit. However Guillermo de la Mora does not have any ascendency over him or does he see any of the intelligence material that he produces such as records of tapped conversations or e-mail interventions. Pablo Cepeda, claims he has received training from ex Mossad agents in using the software to intercept telecommunications. 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 the services of Pablo Cepeda, to gain an advantage. This tactic has been used to purchase Mexican and foreign firms. This equipment had a cost of $1.3 million USD and was incorporated in the CAPEX of the News division. In Mexico and the US this equipment is illegal, the audit committee has never seen a report of this operation and has never audited the CAPEX account of the corporation, as we shall explain 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 financial reporting (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 and gaining revenue from advertisers, around 2005, Alfonso De Angoitia, who had close personal and familiar ties with PAN candidate Santiago Creel Miranda, devised a scheme where as the Politician would secure Casino permits for the company and in return Grupo Televisa would finance his political campaign, by airing positive news coverage and increased air time exposure in non news programs. This proved to be a bad business venture for both sides, since neither Santiago Creel used the advertising time and publishing pages for his campaign and Grupo Televisa has recognized a negative return on investment and cash flow from the Casino operation. 10. This failed experiment led to an adjustment of the business model where Grupo Televisa receives cash from political parties and state governments in order to provide news coverage at the state and local level, appearances in non news shows, increased air time for advertising commercials, coverage in publishing magazines and special promotions. This is an ongoing operation and is a reason of why it is 4 difficult to track inventories and assign a cost to product placements, special productions and even airtime. If airtime, from governments and political parties is taken into account Grupo Televisa is not reporting up to 10% of its revenues in TV Broadcasting, Publishing, Cable and Regional TV sales. Contrasting the accounting reports, 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 even more on the Chairman Emilio Azcarraga. Political parties and prominent members of the Mexican Society accused Grupo Televisa of a biased news coverage, this has eroded the company’s credibility with advertisers. 12. The majority of the payments from political parties and state governments are made in 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 be registered 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 was instructed by Alfonso De Angoitia to divert payments from the State of México to the following accounts: Payments started in January 2009 GOCAS Investment Guaranty Trust Bank Limited (Bahamas) AN:7816432 Payments started in May 2011 C/O Andrés Gómez BNP Paribas (Isle of Man) Trust / AN: 25190 GOCAS Investment The Royal Bank of Scotland Group (Isle of Man) Trust / AN: 31789 GOCAS Investment JP Morgan Chase Bank (USA) AN: 54189 Credit Suisse Bank (San Diego) Trust number 64521-2 Wells Fargo (San Diego) AN: 721936 5 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 Alfonso De Angoitia, Salvi Folch and Efren Yaber Jimenez, also an employee of Grupo Televisa 13. Other cash bulk payments are directly delivered to employees of Alfonso De Angoitia. Hugo Rios and Osvaldo Orozco claim to have received bulk cash in US dollars 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, who counted the money and verified that the amount was correct. Efren Yaber has also participated 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 of Emilio Azcarraga Jean in an LLC registered in Florida named “EMILIO INCORPORATED”. The use of these resources is for the personal benefit of Alfonso 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 is reviewed 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 cash on 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 $400,000,000 VERACRUZ $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 these clients since, most of their advertising package is through product placement or infomercials that pass as regular content. He produces the content and sees it delivered through the distribution channels of Grupo Televisa. He has an office in Chapultepec 28 Complex, since his incorporation in the Company in 2010. He reports to Salvi Folch the expenditure of which he is to register as content production for the News unit, morning shows, Broadcast TV, Cable or publishing. Guillermo de la Mora executes instructions by Bernardo Gómez Martinez and Alfonso 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 only responsible of producing the content. This has proven to be a source of tensions when meeting with “clients” since they do not have a parameter as to the delivery of 6 the content, or a parameter for their budget. Staff form Guillermo de la Mora Unit has been directly threatened by clients that think Grupo Televisa has taken advantage. D. CREATING ENTITIES SHAREHOLDERS TO HIDE REVENUE FROM TELEVISA 16. The revenue not reported to the Company has created an amount of wealth that needed a special scheme in order to conceal illegal assets. The former brother in law of Alfonso de Angoitia, named Rodrigo Rosenberg Marzano helped him to develop a scheme of enterprises and shell companies in Guatamela. Through his law firm Rosenberg- Marzano, Marroquin – Pemueller & Asociados SC, he created at least 7 companies 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 local bank. The corporations registered in Guatemala, from 2003 to 2010, have bearer shares to hide the ownership of Alfonso De Angoitia. After 2011, Guatamala established a two-year period to convert bearer shares to nominative shares. The current law firm that provides advice to Alfonos De Angoitia is Consortium Legal where a former associate of Rodrigo Rosenberg is in charge of matters regarding him. The name is of the lawyer is a senior partner named Alfredo Rodriguez Mahuad. 18. TAMPEI is a Guatemala company that was created in or around 2009, for the purpose to move assets from state governments and profits from Grupo Televisa in order to buy an executive jet. This entity, after it acquired another shell company that owned the plane, was bought by a Mexican corporation denominated TABAE SA de CV that got the tail registration, before the Mexican authorities in the Ministry of Communications and Transportation XA-SKY. 19. In 2010, Alfonso De Angoitia, commissioned Guadalupe Philips Margain, who was the Vice President for Risk and Corporate finance of Grupo Televisa to start a new company called VERAX Wealth Management, to handle the assets as a family office 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 at Deutsche Bank New York and member of the Executive Committee of the Americas of the institution. Before he served as a representative of Deutsche Bank AG Mexico. José Luis Llamas has pending litigation issues; claimants allege that, their investment in an offshore real estate fund was unsuitable, and that Respondent and Mr. Llamas breached their fiduciary duties by misrepresenting the nature, risks and characteristics associated with Claimants' investment in the fund. 7 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 1 Lomas de Chapultepec, Miguel Hidalgo Tel: 50112001 Mobile: 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 and Fintech Advisory Inc. to fund ventures in the construction and energy sectors in Mexico. Together they have bought the debt of ICA.MX since September 2015. They also appointed the owner of VERAX Wealth Management Guadalupe Philips Margain; she has not disclosed that she has a conflict of interest or that through her owned entity in Mexico and Cayman Islands she is acquiring on behalf of Alfonso De Angoitia and Salvi Folch debt from ICA.MX that she, in her character of Chief Restructuring Officer will turn into stock. This is one of the reasons that ICA.MX has 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 convertible debentures of Alvafig, S.A. de C.V. (“Alvafig”), which held 49% of the voting equity of Cablemás, and in July 2013, it made an investment to acquire 95% of the equity interest of Ares, owner of 51% of the equity interest of Cablecom. Both of these transactions ended in the incorporation of these companies into Grupo Televisa. David Martinez through Fintech Advisory LLC, provided the financial strategy and structure. Both transactions had the objective of misleading the Mexican telecom regulators as to who had actual control of the cable market in Mexico. 22. During 2006 and 2012, Financial Advisory Services (F20 Note 21 on the Financial Statements), had a growth of 30% and 89% respectively from the previous year. It is alleged that, a portion these services, where paid through intermediaries to benefit Alfonso De Angoitia and Salvi Folch. UNIVISION 8 23. On or around April 30th 2015, two members of the Board of Directors of UNIVISION, José Baston and Enrique Senior led by Alfonso de Angoitia conspired to “ take over the board of UNIVISION”. Haim Saban, Chairman of the Board of UNIVISION had constantly expressed his dissatisfaction and pushed Grupo Televisa 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 the Chairman of UNIVISION. José Baston, encouraged by Enrique Senior and counseled by Alfonso de Angoitia, wrote to Haim Saban that he would not give him anymore written statements and that he would prefer to have a meeting with him in order to explain verbally the new lineup from Grupo Televisa. This advice as not to have any written communications between Board Members was an initiative from Alfonso De Angoitia, because they do not want internal tensions to have an impact on the planned IPO. 25. Grupo Televisa shareholders paid an “extraordinary bonus” to executive officers that was authorized by Salvi Folch in connection with the UNIVISION / BMP transaction. This special bonus amounted to $73.6 million USD of which José Baston, Enrique Senior and Alfonso de Angoitia benefited from this. The Securities and Exchange Commission detected the discretion and irregularity of this payment on September 9th 2011; it is also needless to say that the Audit Committee of Grupo Televisa 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 a range 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 do not belong to him or family members, as we can see below: Maria Concepción Legorreta /Sara E de Angoitia Bank: Banque Raiffeisen (Luxemburg) Date of incorporation: May 2007 Trust: AN 18852 Balance: $15,436,150 USD Maria Concepción Legorreta /Alejandra de Angoitia Bank: Credit Suisse (Switzerland) Date of incorporation: July 2006 Trust: AN 1884327 Balance: $17,237,122 USD Alfonso de Angoitia /Synergy Investments Bank: Julius Baer & Co. AG (Switzerland) Date of incorporation: March 2005 Account number: 359913 9 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 two examples in a range of the past six months. 28. Juan Ignacio Zavala ( ZAGJ660518UF8 Mexican Tax ID), brother in law of former Mexican 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 for political favors received during the Calderon Administration. Juan Ignacio Zavala facilitated accesses and appointments with regulatory authorities and also provided a clue as to were the temperament of President Calderon stood, since he always mistrusted Grupo Televisa, and was harsh with them. At the beginning of the Calderon Presidency Bernardo Gomez, went to exile to San Diego and as it mentioned by Alfonso De Angoitia, “if Juan Ignacio, had not intervened Bernardo would still be taking English classes in San Diego”. 29. At the end of 2015 Alfonso De Angoitia and Adolfo Lagos director of the telecommunications subsidiary, commissioned Javier Ignacio Semerene, to obtain a public contract from the State of Mexico involving the Secretary of Security and the Head of the Security Fusion Center (C4 in Mexico) Miguel Ángel Zamora. This contract worth $362 million pesos will be directly assigned to BESTEL, without a bidding process. Javier Semerene claims that his expertise is to “bullet proof” government contracts so that direct contracting from government is not questioned afterwards and withstand internal investigations. On or around the third week of March, Javier Semerene met with public officials from the Comptrollers Office and the Secretary of Finance to work out the details and “ bullet proof” the contract. For the closing details of the contract, Javier Semerene, asked for specifics of the compensation package for the public officials. All this is done under the supervision, encouragement, and full knowledge of Alfonso De Angoitia and Adolfo 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 leading national and international outdoor advertising companies have grown double digit in Mexico and have even made proposals to Grupo Televisa. None of the proposals have been presented to the Board Members or the Executive Committee of the Company. 10 31. In or about 2010, Alfonso De Angoitia, Pablo Legorreta Creel, Bernardo Gómez Mártinez and Salvi Folch along with former employees of Grupo Televisa formed a group that acquired a 50% of an outdoor advertising company that operates in Mexico and Central America. The company is named “Grupo Pol” Impactos Frecuencia y Cobertura en Medios SA de CV. “Grupo Pol”, had a Capital structure of two entities Bilbore SA. and Consorcio Regional, each owned 50%. Consorcio Regional who is a subsidiary of Multimedios Estrella de Oro SA de CV, a Mexican media company located in the city of Monterrey sold its 50% stake to the new shareholders for $280 million pesos. The new investor group deposited their payments 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 072580000563652731 The 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 acquired DP and Publimex, and is growing aggressively in Mexico City, Monterrey and Central America. It even has an advertising contract with Cerveceria Modelo worth $140 million pesos. This company is directly competing with Grupo Televisa in the advertising market. 33. On April 24th 2003, Salvi Folch and Alfonso De Angoitia created a Florida based company 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 as Treasurer and Secretary. The addresses for these corporations mention that the current principal place of business, as registered in the Department of State in Florida, is Vasco de Quiroga #2000 Edificio A 4A, Mexico D.F. CP 01210, the same address as Grupo Televisa headquarters, even though these corporations do not 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 Chief Financial Officer of Grupo Televisa and relived Alfonso De Angoitia from signing the 20F, as advised from his legal counsel. The audit committee has to determine the contingencies and potential risks that Grupo Televisa faces and inform the Board Members what business is done inside the company. This suspicious activity is ongoing. Eric Folch is not an active employee of Grupo Televisa, but is believed to be a family member of Salvi Folch. 11 35. Efren Yaber Jimenez, has registered entities in California and Florida with Emilio Azcarraga Jean. These corporations have received payments from third parties that are suppliers of Grupo Televisa. Salvi Folch authorizes the payments to these corporations. Name of entity Emilio Jean Incorporated 1883 SUNSET ISLAND, LLC UNIT 808 I.V. LLC EMSHAR PALM LLC EMIL, LLC Entity number F04000007105 L03000052210 L09000048818 L09000049153 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 corporation in Florida. 36. The offices of Emilio Azcarraga are located in Paseo de la Reforma 730, Lomas de Chapultepec, Mexico City. Inside the offices are 4 sculptures by Damien Hirst called sharks, worth $10 million USD. These sculptures and the offices are not registered as assets of Grupo Televisa. Rodrigo Guerrero Arteaga did the payments to 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 registered with the tail number XA–SKY. 38. The registered owner of the corporate business jet is a company: Star Oriental Ltd Vanterpool Plaza, 2nd Floor Wickhams Cay 1, Road Town Tortola , British Islands The operator was: Aero Personal SA de CV. Boulevrad de Aviación General Lote 31 Aeropuerto Internacional de Toluca C.P. 50200, Toluca Edo. de México México 12 Aero Personal stated before the Department of Transportation on February 27, 2012 that 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 $100,000,000 million USD XA-SKY with Grupo Mexicano de Seguros S.A.de C.V. worth $250,000,000 million USD 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 associates charter a Gulfstream G280 Corporate Jet with the tail number XA – BAY, which is operated by Servicios Aeros Across SA de CV, located in Mexico City, the previous registration of this aircraft was N280GC. XA – SKY, has recently been moved to Servicios Aeros Across, that is operated by Piero 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 Angoitia structured the purchase with Salvi Folch in order to provide a structured finance for the boat. The sale price was $120,000,000 million USD. The boat is currently administered by Edmiston & Company and is stationed in the Philippines. The boat is named TV, and can be chartered when the owner is not using the boat. Since 2013, the monthly maintenance and crew expenses of TV are charged to the News show “Por el Planeta”. 40. In the summer of 2015, Alfonso De Angoitia and Salvi Folch prepared a strategy to sell TV for $130 million USD, in order to invest in a 301 feet boat for 175 million euro, to be delivered in the winter of 2016. The sale and acquisition transaction is being handled by Robert Shepherd – Edmiston ( 1.212.792.5370 – 1325 Avenue of the Amercias 27th Floor New York, NY, 10019). A public brochure is available since 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 profit sharing agreement between Alfonso De Angoitia, Bernardo Gómez and Emilio Azcarraga in al lines of business including the “revenue derived from Grupo Televisa”. The amount of income derived from this agreement equals $372 million USD, some of which has been allocated to VERAX Wealth Management. This answers serious questions about any continuity plan and control issues from the company. Management has not disclosed these issues that are relevant and risk issues for shareholders. 13 I. ALFONSO DE ANGOITIA NORIGA KNOWN ASSETS General Information Alfonso De Angoitia Noriega Mexican Social Security Number: NSS 1766200685 Mexican Tax ID: AONA620117BH9 CURP: AONA620117HDFNRL06 Voting Registration ID: ANNRAL62011709H00 Professional License: 1311950 Alfonso De Angoitia is President of KARDIAS A.C.; a non for profit organization that has received donations from Grupo Televisa, in cash and through advertising TV ads worth more than $5 million pesos. This non-for profit lost the tax-exempt benefit in 2012, because it 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 185 Interior PH, Colonia Lomas Altas, Miguel Hidalgo Ciudad de Mexico Mexico C.P. 11010 Av. Explanada no 1315 Lomas de Chapultepec, Miguel Hidalgo Ciudad de Mexico Mexico C.P. 11000 Bloomen School Monte Cáucaso 1245 Lomas de Chapultepec, Miguel Hidalgo Ciudad de Mexico Mexico C.P. 11000 Rancho Acultzingo State of Mexico This property was paid in cash for $17 million pesos 1030 Fifth Avenue, APT 5W New York, NY 10028 USA 14 Bank Accounts that received funds from alleged illegal operations Alfonso de Angoitia / María Comcepción Legorreta Bank: Bank of America Date: September 2000 Account number: 1934176 Balance: $1,118,432 USD María Concepción Legorreta Bank: Wells Fargo Date: November 1999 Account number: 63197 Balance: $3,186,940 USD Alfonso de Angoitia Bank: Wells Fargo Date: December 1999 Account number: 63285 Balance: $2,637,585 USD Fall of 2015 On or around the fall of 2015, up to $40 million USD where diverted to the abovementioned accounts. NY Apartment Alfonso De Angoitia bought cash a $16.5 million USD, apartment in New York located on 1030 fith avenue Apt 5W. It was the highest paid transaction in Manhattan in December 2012. http://observer.com/2013/01/mexican-media-mogul-alfonso-de-angoitia-buys-165-m-co-op/ http://variety.com/2013/dirt/real-estalker/john-and-laurie-rudeys-former-fifth-avespread-1201236151/ Bodyguards Martín Águila Osvaldo Orozco Antonio Barrón Héctor Téllez 15 16