Rights and duties of our shareholders:
The shareholders of Colombia Telecomunicaciones S.A. ESP have the rights embodied in the Bylaws, the Good Corporate Governance Code, the Commerce Code and the remainder relevant regulations, especially the following:

a. Receive a fair and equal treatment by the Company.

b. Participate in the General Shareholders Assemblies and vote in them, participating in an effective way in the key decisions related to corporate governance matters.

c. Be represented in the General Shareholders Assemblies through a power of attorney granted in writing, pursuant to the Bylaws and Article 184 of the Commerce Code.

d. Each Shareholder will have as many votes as shares he owns in the Company, therefore, in no event vote restrictions shall apply.

e. Receive a proportional part of the corporate benefits established by the year-end balances, subject to Law and Bylaws.

f. Negotiate the Common Shares in the terms established by the Bylaws.

g. Have access to the public information of the Company in a timely and integral way, as well as request information that allows the making of decisions on the investment in the Company; and freely inspect the books and corporate documents in the fifteen (15) working days previous to the General Shareholders Meeting in which the financial statements and the year-end balances are examined.

h. Receive a proportional part of the corporate assets at the time of liquidation and once the external liabilities of the Company have been paid.

i. Withdraw from the Company in the events provided by Law.

j. Dispute the decisions adopted by the General Shareholders Meeting.

k. Request the summoning of the General Shareholders Meeting in the terms established by the Bylaws.

l. Resort to the administrative authorities to request the protection of the Minority Shareholders right’s.

m. Request the Company’s administration or the Shareholders Office, authorization to order, at its charge and responsibility, specialized audits, as long as the conditions of Good Corporate Governance Code are observed.

n. Make recommendations to the Board of Directors, the administration or the Shareholders Office, tending to improve the good governance practices of the Company. Submit to the consideration of the shareholders new issues at the General Shareholders Meeting, pursuant to the provisions of the Bylaws and Good Corporate Governance Code.

o. Resort to the dispute settlement mechanisms established in the Company’s Bylaws and in the Good Corporate Governance Code whenever there are disagreements or disputes between the Shareholders or between them and the Company.

p. Associate to exercise their rights

q. Be protected against abusive practices by, or in interest of, shareholders with controlling powers, acting directly or indirectly.

In the event of violation by Colombia Telecomunicaciones S.A. ESP of the rights provided by Law or the Bylaws to shareholders, the Superintendence of Companies may impose to Colombia Telecomunicaciones S.A. ESP successive fines for up to two hundred (200) minimum legal salaries, pursuant to article 86 of Law 222 of 1995.

Additionally, shareholders are informed that pursuant to Decree 4350 of 2006, Colombia Telecomunicaciones S.A. ESP is under surveillance of the Superintendence of Companies and consequently said Superintendence will have the following faculties over the Company:

1. Perform general visits, either ex officio or by request of a party, and to adopt the measures required to remedy the anomalies found during the visit, and investigate, if required, the final or intermediate operations performed by the visited Company with any person or entity not under its surveillance.

2. Authorize the issuance of bonds pursuant to applicable law, and to verify compliance with the same.

3. Send delegates to the meetings of the General Shareholders Meeting when it considered necessary.

4. Verify that the activities performed are within the corporate purpose and to order the suspension of activities not falling within the same.

5. Decree the dissolution and order the liquidation, provided the terms of law and the Bylaws have taken place, and to adopt the measures required.

6. Appoint the liquidator in the events provided by law.
7. Authorize modifications to the bylaws in the matters of mergers and spin-offs.

8. Summon extraordinary meetings of the principal corporate body in the events provided by law. In the events of summoning ex-officio, the meeting will be presided by the Superintendence.

9. Authorize the placement of shares with preferential dividend and no voting rights and of privileged shares.

10. Order the amendment of provisions of the bylaws not conforming to law.

In addition, if differences between the shareholders and the Company arise as a result of the performance of the corporate purpose, the shareholders may request the intervention of the Superintendence of Companies as conciliatory authority under the terms of article 229 of Law 222 of 1995.

The shareholders are required to be loyal to the Company, and in general terms, will refrain from participating in acts or behaviors which may risk the Companies interest, which may result in the disclosure of privileged information or over which there may be a conflict of interest. Especially, the shareholders will have the duties established by Article 2.2 of the Code of Good Governance.