Cogeco Câble inc.

December 04, 2006 23:59 ET

Cogeco Cable 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 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

- 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.


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).

Contact Information

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