AUDIT and BEST
CORPORATE PRACTICES committee report

BOARD OF DIRECTORS OF TELESITES, S.A.B. DE C.V.

As established in the terms in Sections I and II in Article 43 in the Securities Market Act (“LMV” for its acronym in Spanish) and pursuant to the recommendations included in the Best Corporate Practices Code, in the name of the Audit and Best Corporate Practices Committee of TELESITES, S.A.B. de C.V. (the “Company” or “TELESITES”), we hereby inform you about the activities executed by the aforesaid Committee as part of its functions during the financial year that concluded on December 31, 2015.

Note is made that one of the fundamental responsibilities of the administration of the Company is the issue of financial statements generated based on applicable financial information regulations. The aforesaid financial statements must clearly, sufficiently and accurately reflect the Company’s operations and those of the corporations it controls. Similarly, the Company’s management is responsible for the implementation of adequate internal control and internal audit systems for the Company, as well as for the accurate and timely disclosure of any information that is relevant for the investing public as established in the terms of all applicable legal dispositions. On the other hand, the Audit and Best Corporate Practices Committee, as the auxiliary body of the Board of Directors, is responsible for the scrutiny of the management, operation and execution of the businesses of the Company and of the corporations the Company controls, for verifying the Company’s compliance with various operating procedures and for matters of internal control.

During the execution of its functions, the Company’s Audit and Best Corporate Practices Committee has reviewed both the consolidated financial statements of the Company with figures up to December 31 of 2015, and the report on said matters issued by the Company’s External Auditor.

The following activities were carried out in compliance with the core Auditing functions:

• During the first meeting of this decision making body we were informed about the transactions executed by the Company and the corporations the controlled thereby during the execution of their business purposes and the expected results of the aforesaid projects.
• The hiring of Office of Mancera, S.C., a member of Ernest & Young Global Limited, was discussed and considered acceptable, therefore recommending that the Board of Directors ratify the hiring of Mancera, S.C. as the External Auditor for the execution of the review of the financial statements and drafting of the corresponding financial opinion on the Company and the corporations controlled thereby for the 2015 fiscal year. The appropriate drafting and presentation of the Company’s intermediate financial information was verified for the aforesaid purposes, confirming that the aforesaid information was clear, precise and in compliance with applicable financial information regulations.
• The fees payable to the External Auditor and the work program for the opinion on the financial statements for the 2015 fiscal year were approved.
• No relevant cases of non-compliance with the operations and accounting records guidelines and policies of the Company and subsidiaries thereof up to December 31, 2015 were reported.
• Since the hiring of additional or complementary services for the external audit was not required, this Committee did not issue any resolutions thereon.
• The financial statements of the Company and subsidiaries thereof up to December 31, 2015, the report of the External Auditor and the accounting policies employed for the drafting of the financial statements were reviewed and the disclosure of the necessary information was verified, as established in the applicable current regulations. Following a discussion on the content thereof with the persons responsible for the drafting thereof and after having listened to the comments of the External Auditor, who is responsible for the expression of his opinion on the reasonability of the financial statements and the adherence thereof with the regulations on financial information, the Committee recommended that the Board of Directors of the Company grant their approval in order for the aforesaid financial statements to be presented to the annual ordinary shareholders meeting, if and when the Committee considers that the aforesaid statements reasonably reflect the inancial situation of the Company up to the aforementioned date.
• No modifications and/or authorizations in matters of the accounting policies of Company and subsidiaries thereof were issued.
• The Committee provided all necessary support to the Board of Directors for the drafting of the reports mentioned in Section IV in Article 28 in the LMV.
• The operations executed by the Company were reviewed and a favorable opinion was granted thereto, pursuant to the terms established in Section III in Article 28 in the LMV.

Additionally and pursuant to the principal functions in matters of Best Corporate Practices, the following activities were carried out:

• The review and follow-up of the operations that were executed during the normal course of business and under market conditions with persons related to TELESITES and corporations controlled thereby was initiated.
• The process for the standardization of working conditions and compensation of Company employees was analyzed, including all relevant officers thereof.
• Based on the analysis of the results of the Company and the meetings held with relevant officers, we consider that their performance during the fiscal year has been satisfactory.
• No applications for waivers pursuant to the terms in Subparagraph f), Section III in Article 28 in the LMV were received.
• Supervision of the corporate and legal situation of the Company was maintained, verifying full compliance with all applicable regulations.

It is duly noted that no observations made by investors, advisors, relevant officers or third parties were received regarding accounting, internal controls and issues related to the Company’s internal or external audit, nor were any complaints filed on matters that are regarded as irregular by management.

We have reviewed the Company’s consolidated financial statements up to December 31, 2015 and the opinion of the Company’s External Auditor; we believe that the aforesaid financial statements were drafted as established in accounting policies, procedures and practices pursuant to the terms in the regulations on financial information and we are in agreement with the content therein given that we consider that they reasonably reflect the Company’s financial situation up to December 31, 2015 and, we believe that the management, operation and execution of the Company’s businesses during the 2015 fiscal year has been adequately carried out by the Company’s management.

We hereby provide the aforementioned opinion in compliance with the obligations established in the LMV that are the responsibility of this decision-making body and with any other function that is, or may be, assigned to us by the Board of Directors of the Company, duly noting that for the purpose of the drafting of the present report, the opinions of the relevant officers of the Company were duly listened to.