December 04, 2006 12:16 ET

COGECO Amendment to Resolution at Annual and Special Meeting

MONTREAL, Dec. 4 - At its annual and special meeting of
shareholders to be held on Tuesday afternoon, December 12, 2006 in Montreal,
COGECO 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 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

- 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 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.


COGECO is a diversified communications company. Through its Cogeco Cable
subsidiary, COGECO provides about 1,556,000 revenue-generating units (RGU) 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. Through its two-way broadband cable networks, Cogeco Cable provides
its residential and commercial customers with analog and Digital Television
and services, High Speed Internet access as well as Telephony services.
Through its Cogeco Radio-Television subsidiary, COGECO holds a 60% interest
and operates the TQS network, six TQS television stations, and three French
CBC-affiliated television stations in partnership with CTV Television. Cogeco
Radio-Television also wholly owns and operates the RYTHME FM radio stations in
Montréal, Québec City, Trois-Rivières and Sherbrooke as well as the 93.3
station in Québec City. COGECO's subordinate voting shares are listed on the
Toronto Stock Exchange (CGO). The subordinate voting shares of Cogeco Cable
are also listed on the Toronto Stock Exchange (CCA).

Contact Information

  • Marie Carrier, Director, Corporate Communications,
    (514) 874-2600