OFFERING CIRCULAR TV AZTECA, S.A.B. DE C.V. Medium Term Note Programme Due from Three Hundred and Sixty Days to Ten Years from the Date of Issue TV Azteca, S.A.B. de C.V. ("Azteca" or the "Issuer") may from time to time issue medium term notes (the "Notes") under the programme (the "Programme") described in this Offering Circular. All Notes having the same interest payment dates, issue price and maturity date, bearing interest at the same rate and the terms of which are otherwise identical constitute a "Series." The Notes will have the following characteristics: The Notes may be issued in any currency. The Notes will have maturities of not less than 360 days nor more than ten years. The maximum principal amount of all Notes from time to time outstanding under the Programme will not exceed US$500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement). The Notes may be issued at their nominal amount or at a premium over or discount to their nominal amount and/or may bear interest at a fixed rate or floating rate. The Notes will be issued in either registered or bearer form. The Notes will be jointly and severally guaranteed by Azteca International Corporation, Azteca Novelas, S.A. de C.V., Estudios Azteca, S.A. de C.V., Inversora Mexicana de Producción, S.A. de C.V., Operadora Mexicana de Televisión, S.A. de C.V. and Televisión Azteca, S.A. de C.V. (the "Guarantors" and each a "Guarantor"). The Notes may be issued as unsecured Notes or as secured Notes. Any terms and conditions that differ from those contained herein which are applicable to a particular Series of Notes, including the interest rate, if any, applicable to such Series, will be set forth in a Pricing Supplement relating to such Series (a "Pricing Supplement"). Application has been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to the Official List of the Irish Stock Exchange and trading on the Global Exchange Market. This Offering Circular constitutes "Base Listing Particulars" for the purpose of any such listing and trading. THE NOTES MAY NOT BE PUBLICLY OFFERED OR TRADED IN MEXICO UNLESS THE SAME ARE OFFERED OR TRADED PURSUANT TO THE PROVISIONS OF ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES) (THE "LMV") AND REGULATIONS ISSUED THEREUNDER. THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR IS SOLELY AZTECA'S RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORISED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES) (THE "CNBV"). THE TERMS OF THE OFFERING HAVE BEEN NOTIFIED TO THE CNBV FOR INFORMATION PURPOSES ONLY WHICH DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OF AZTECA'S SOLVENCY. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). This Offering Circular has been prepared by the Issuer for use in connection with the offer and sale of the Notes outside the United States to non-U.S. persons pursuant to Regulation S. For a description of these and certain further restrictions on offers and sales of the Notes and distribution of this Offering Circular, see "Selling Restrictions." Joint Book-Runners The date of this Offering Circular is May 25, 2011 TABLE OF CONTENTS Page IMPORTANT NOTICE ................................................................................................................................................1 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS...................................................................3 PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION ......................................................4 NOTE REGARDING NON-GAAP FINANCIAL MEASURES..................................................................................5 SUMMARY OF THE PROGRAMME .........................................................................................................................6 FORM OF PRICING SUPPLEMENT ..........................................................................................................................9 RISK FACTORS .........................................................................................................................................................12 USE OF PROCEEDS ..................................................................................................................................................21 THE ISSUER...............................................................................................................................................................22 EXCHANGE RATES..................................................................................................................................................42 FINANCIAL INFORMATION...................................................................................................................................43 GOVERNANCE..........................................................................................................................................................52 THE GUARANTORS .................................................................................................................................................62 DESCRIPTION OF THE NOTES...............................................................................................................................65 SELLING RESTRICTIONS .......................................................................................................................................80 TAXATION ................................................................................................................................................................84 SUBSCRIPTION AND SALE ....................................................................................................................................86 AVAILABLE INFORMATION .................................................................................................................................87 LISTING AND GENERAL INFORMATION............................................................................................................88 SUMMARY OF CERTAIN DIFFERENCES BETWEEN MEXICAN FINANCIAL REPORTING STANDARDS ("MFRS") AND INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS") ................89 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.............................................................................95 i IMPORTANT NOTICE The information contained in this Offering Circular relating to the Issuer, the Guarantors and their subsidiaries and affiliates has been obtained from the Issuer and the Guarantors, which have confirmed to the Dealers (as defined herein) that this Offering Circular does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. The Notes may not be publicly offered or traded in Mexico unless the same are offered or traded pursuant to the provisions of Article 8 of the LMV and regulations issued thereunder. The information contained in this Offering Circular is solely the responsibility of the Issuer and the Guarantors and has not been reviewed or authorised by the CNBV. The terms of the offering have been notified to the CNBV for information purposes only which does not constitute a certification as to the investment quality of the Notes or of Azteca's solvency. The Issuer and the Guarantors have appointed BCP Securities, LLC and Jefferies & Company, Inc. (together with any other dealer appointed by the Issuer and the Guarantors under the Programme, the "Dealers") as the dealers for the Notes under the Programme, and has authorised and requested the Dealers to circulate this Offering Circular in connection therewith. This Offering Circular contains summary information provided by the Issuer and the Guarantors in connection with a medium term note programme under which the Issuer may issue and have outstanding at any time notes (the "Notes") up to a maximum aggregate principal amount of US$500,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement). None of the Dealers has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of this Offering Circular or any supplement hereto. This Offering Circular is not intended to provide the basis of any credit, taxation, legal, investment or other evaluation and should not be considered as a recommendation by the Issuer, any of the Guarantors or the Dealers that any recipient of this Offering Circular should purchase any of the Notes. Each recipient contemplating the purchase of any of the Notes is advised to consult its own tax adviser, attorney and business adviser as to tax, business and related matters concerning the purchase of Notes and to make, and shall be deemed to have made, its own independent investigation in relation to the Programme and the financial condition and affairs