Cogeco Communications

Press release details


For immediate release
Cogeco Cable Amendment to Resolution
at Annual and Special Meeting
Montréal, Canada — December 4, 2006 — At its annual and special meeting of shareholders
to be held on Tuesday afternoon, December 5, 2006 in Toronto, Cogeco Cable Inc. will be
submitting for approval certain revisions and updates to its Stock Option Plan as described in
the Information Circular for the meeting, which included a copy of the proposed amendments to
the Plan. Those revisions and updates include provisions which distinguish between those
amendments to the Plan which will, in the future, be permitted with board approval and those
which will require shareholder authorization (the” Amendment Procedures”). These proposed
Amendment Procedures were included in the Stock Option Plan by virtue of an announcement
of the Toronto Stock Exchange to the effect that stock option plans must specify whether
security holder approval is required for particular types of amendments and that, after June 30,
2007, an issuer that has only general amendment provisions in a stock option plan will no longer
be able to make any amendments without security holder approval, even where such
amendments are of “housekeeping” nature.
Institutional Shareholder Services (“ISS”) reviewed the proposed amendments to the Cogeco
Cable Plan and had concerns to the effect that:
Although the revised Stock Option Plan removes board directors as eligible
participants, the proposed Amendment Procedures could theoretically allow the
board of directors to re-introduce such a participation
Although the provisions of the Plan provide that options are not negotiable or
transferable, the proposed Amendment Procedures would leave open the
possibility of introducing such a mechanism by director’s vote.
In order to ensure that the amended Stock Option Plan of Cogeco Cable meets the newly
developed concerns of ISS, it is proposed that an amending resolution be introduced at the
Annual and Special Meeting to deal with these concerns and, in particular to require that
matters of this nature, should they arise in the future, be referred to shareholders for approval.
On this basis, ISS has advised its members to vote in favour of the amendments to the Stock
Option Plan.
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Cogeco Cable (, a telecommunications company offering a diverse range of
services to its customers in Canada and in Portugal, is the second largest cable operator in
Ontario, Québec and Portugal, in terms of the number of basic cable service customers served.
The Corporation invests in state-of-the-art broadband network facilities, delivers a wide range of
services over these facilities with great speed and reliability at attractive prices, and strives to
provide both superior customer care and growing profitability to satisfy its customers’ varied
electronic communication needs. Through its two-way broadband cable networks, Cogeco
Cable provides its residential and commercial customers with analog and Digital Televison and
audio services, High Speed Internet access as well as Telephony services. The Corporation
provides about 1,556,000 revenue-generating units (RGUs) to approximately 1,477,000 homes
passed in its Canadian service territory and 629,000 RGUs to approximately 826,000 homes
passed in its Portuguese service territory. Cogeco Cable’s subordinate voting shares are listed
on the Toronto Stock Exchange (CCA).
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Information: Marie Carrier
Director, Corporate Communications
Tel.: (514) 874-2600