REG - Cablevision Holding - Notice of Class "A" Shareholders' Meeting

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23/11/2022 19:30

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RNS Number : 4164H  Cablevision Holding S.A.  23 November 2022

 

CABLEVISIÓN HOLDING S.A.

CVH Board Calls Special Ordinary and Extraordinary of Class "A" Shareholders'
Meeting

To Elect a Board Member

 

On 22 November 2022, Cablevisión Holding S.A. (the "Company") informed the
Argentine Securities Commission and the Buenos Aires Stock Exchange that the
Company's Board of Directors had held a meeting on that date, at which they
resolved to call a Special Ordinary and Extraordinary Meeting of the Company's
Class "A" Shareholders for 6 December 2022 at 15.00 on first call, and 16
December 2022 at 15.00 on second call (for matters pertinent to the Ordinary
Shareholder's Meeting), to be held remotely, to consider the following agenda:

 

1) Holding Shareholders' Meeting remotely 2) Appointment of the shareholder to
sign the meeting minutes; 3) Appointment of a member of the Board of
Directors.

 

In addition, given the commitment of the shareholder holding 100% of the Class
"A" shares to attend and vote on the decisions unanimously, the Board of
Directors unanimously resolved not to publish edicts of the call. The Board of
Directors of the Company resolved that the Shareholders' Meeting will be held
remotely using the Microsoft Teams platform. This platform guarantees the
participation of the shareholder of the Class "A" shares, with the right to
speak and vote, and allows for the simultaneous broadcast of sound, images and
words and the recording of the meeting in digital support. The Shareholder
must communicate its attendance by sending an e-mail to Asamblea@cvh.com.ar
(mailto:Asamblea@cvh.com.ar) . The Company will send the access link via
e-mail to the e-mail address informed by the shareholder of the Class "A"
shares when communicating its attendance, together with instructions about the
development of the Shareholders' Meeting.

 

 

Enquiries:

 

Samantha Olivieri

Cablevisión Holding

 

www.cvh.com.ar

Email: ir@cvh.com

Tel: (+54 11) 4309 - 3417

 

 

Exhibit A

 

FREE TRANSLATION

 

Minutes of the Meeting of the Board of Directors:  In the City of Buenos
Aires, on the 3(rd) day of the month of June, 2022, at 17 hours, the Board of
Directors of Cablevisión Holding S.A. (the "Company") holds this meeting.
Pursuant to Article Sixteen of the Company's Bylaws, the following members
participate by videoconference: the President, Mr. Sebastián Bardengo, Miss
Marcia Magnetto y Messrs. Ignacio Sáenz Valiente, Sebastián Salaber, Gonzalo
Blaquier, Alan Whamond and Damián Pozzoli. Also participating by
videoconference pursuant to Decree No. 297/20, as amended, are the members of
the Supervisory Committee, Messrs. Lorenzo Calcagno and Guillermo González
Rosas.  Mrs. Marcela Noble Herrera and Messrs. Antonio Aranda, Lucio Andrés
Pagliaro and Pablo San Martín are present at the Company's headquarters.
The latter participates in his capacity as President of the Supervisory
Committee. With sufficient quorum, the President of the Company opens the
meeting and submits to the consideration of those present the first point of
the agenda: 1) Calling a General Extraordinary Shareholders' Meeting. The
President speaks and states that, as explained at the General Annual Ordinary
and Extraordinary Shareholders' Meeting held on 28 April of this year, the
liquidity situation of the company-given that it is a holding company-depends,
among other things, of the cashflows from operating activities, its own
financing and the distribution of dividends of the subsidiaries in which it
participates.  The President continues to state that, yesterday, the Board of
Directors of the Company's subsidiary Telecom Argentina S.A., exercising the
powers delegated on to the Board by the Shareholders at the Shareholders'
Meeting dated 27 April of this year, resolved to reverse partially the
"Reserve to maintain the level of investments in capital assets and the
current level of solvency of the Company" for Ar$ 31,633,589,053 and to
distribute dividends in kind. Therefore, given that the Company is entitled to
receive Ar$ 12,362,485,672 on account of its direct and indirect participation
in Telecom Argentina S.A. and that it therefore received (i) Global Bonds of
the Argentine Republic payable in United States Dollars due 9 July 2030, with
species code GD 30 - ISIN US040114HS26 ("2030 Global Bonds") for a nominal
value of USD 160,676,879 and (ii) Global Bonds of the Argentine Republic
payable in United States Dollars due 9 July 2035, with species code GD 35 -
ISIN US040114HT09 ("2035 Global Bonds") for a nominal value of USD 40,586,407;
and that the balance of the Voluntary Reserve for Illiquid Results of the
Company as of 30 April is of Ar$ 212,241,611,030; the President motions
specifically to call an Extraordinary Shareholders' Meeting so that the
shareholders may consider the possibility of partially reversing the Voluntary
Reserve for Illiquid Results and to make a distribution of dividends in cash
or in kind or in a combination of both.  The motion is submitted to a vote
and approved unanimously.  Consequently, the shareholders' resolve to call an
Extraordinary Shareholders' Meeting for 8 July, 2022 at 15 hours on first
call, to be held remotely-given the rise in Covid-19 cases-in order to
consider the following agenda: 1) Holding Shareholders' Meeting remotely 2)
Appointment of two (2) shareholders to sign the meeting minutes; 3) Partial
reversal of the Voluntary Reserve for Illiquid Results. Distribution of
dividends in cash or in kind or in any combination of both alternatives. The
Board also unanimously authorizes the President and/or Vice President to make
statutory publications. The Shareholders' Meeting will be held remotely, using
the Microsoft Teams system, which shall (i) guarantee free access to all
shareholders, allowing them to speak and to vote; (ii) allow the simultaneous
broadcast of sound, images and words during the course of the entire meeting,
and (iii) allow its recording on digital support.  The Company will send
those shareholders that communicate their attendance to the e-mail address
Asamblea@cvh.com.ar (mailto:Asamblea@cvh.com.ar) , the link, the form of
access to the system, together with instructions about the development of the
Shareholders' Meeting.  In addition, the Board unanimously resolves to
authorize the President and/or Vice President to make the publications calling
the shareholders' meeting as well as any other publication or notice that may
be necessary pursuant to applicable law. Next, the President submits to the
consideration of those present, the second point of the agenda: 2) Proposal to
Amend Articles Twenty First, Twenty Third and Twenty Fourth of the Company's
Bylaws. Mr. Antonio Aranda asks to speak and states that, taking into account
that applicable law provides for the possibility of holding in person
shareholders' meetings, remote shareholders' meeting, as well as shareholders'
meetings that are simultaneously in person and remote, and that the holding of
remote shareholders' meetings in the past years has allowed the shareholders
to meet in spite of the social distancing imposed, Mr. Aranda motions to amend
Articles twenty third and fourth of the Company's Bylaws and to add this
amendment to the agenda on the date of the Extraordinary Shareholders'
Meeting. Mr. Aranda proposes that the said Articles be amended as follows:

 

"ARTICLE TWENTY THIRD:  Shareholders' meetings shall be presided by the
President of the Board or by the person that the shareholders may appoint.
Shareholders' meetings will be called simultaneously on first and second call
as provided under Article 237 of Law No. 19,550, except in the case of
Extraordinary Shareholders' Meetings as from the moment the Company is
authorized to make public offering or list all or part of its shares in the
Republic of Argentina and/or in foreign jurisdictions. Notwithstanding the
above, in the case of Shareholders' meetings called to elect board members,
the Shareholders' meeting on second call must be held at least five business
days after the Shareholders' meeting called on first call. Starting as from
the moment the Company is authorized to make public offering or list all or
part of its shares, the calling of Shareholders' meetings shall be made at
least twenty (20) and no more than forty-five (45) calendar days prior to the
date of the meeting.  The above terms shall be counted as from the date of
the last publication.

 

All Shareholders' meetings (General, Special, by Class, Ordinary,
Extraordinary) may be celebrated remotely with the use of a communication
channel that allows the simultaneous transmission of sound, images and words,
in compliance with the requirements of effective regulations, including,
without limitation, the Rules of the Argentine Securities Commission.

 

In the case of Shareholders' meetings held remotely, the minutes will be
drafted and signed no later than five (5) business days after the date of the
Shareholders' Meeting, by the president of such meeting, by two shareholders
appointed for such purpose and by the representative of the Supervisory
Committee, who will state that all decisions have been lawfully adopted.

 

Subject to applicable law, the Company may hold Shareholders' Meetings: (i)
exclusively in person; (ii) exclusively remotely and/or, (iii) in mixed
format, admitting the simultaneous participation of the shareholders either in
person or remotely. Whenever shareholders are allowed to participate remotely,
the participating shareholders may be in any location, inside or outside the
jurisdiction of the Company's headquarters, inside or outside the country.
The minutes shall include the statements and tally the votes and abstentions
of the shareholders that participated in person and those that participated
remotely. The Supervisory Committee, through its representative at the
meeting, shall state for the record that all applicable legal requirements
have been fulfilled.

 

ARTICLE TWENTY FOURTH: The required quorum and majorities shall be those
provided under Articles 243 and 244 of Law No. 19,550 depending on the type of
Shareholders' meeting, whether it is a first call or a second call, and
depending on the items on the agenda, both for General Shareholders' meetings
or Shareholders' meetings of a given class of shares.  In the case of remote
or mixed Shareholders' meetings, for the purpose of quorum and majorities,
both shareholders that participate in person and/or remotely shall be counted.

 

In the case of Extraordinary Shareholders' Meetings on second call, such
meeting shall be considered open irrespective of the number of voting shares
present at the meeting-in person and/or remotely-except as provided below with
respect to the treatment and approval of the matters detailed under points 1)
to (and including) 3) of this Article Twenty Fourth. Equity increases above
the thresholds provided under Article 188 of Law No. 19,550 shall be approved
at an Extraordinary Shareholders' Meeting, except as provided under Article
Fourth, point (b).  Only for as long as, and during the entire time that the
"Class C" common shares represent no less than 5% of all issued and
outstanding capital stock, the following matters will necessarily be approved
at an Extraordinary Shareholders' meeting (for which purpose the quorum on
second call will require the presence of voting shares representing no less
than 50% of all issued and outstanding capital stock of the Company, either in
person and/or remotely depending on the form of the relevant Shareholders'
meeting): (1) the merger, spin-off, transformation, dissolution and/or
voluntary liquidation of the Company that results in (i) the transfer to a
third party of Company assets, or (ii) the increase in the participation of a
third party in the Company's equity by way of a transfer of assets and/or the
increase in equity participation for an amount greater than (a) two hundred
million US dollars (USD 200,000,000) or its equivalent in any other currency,
and (b) 6.67% of the Company's Capitalization Value (2) the issuance of shares
of the Company or securities convertible into shares that represent the equity
of the Company (except with respect to such shares that, in the event of a
vote in favor of an equity capital increase, the shareholders decide to issue
in order to give them to employees of the Company or of one or more of its
subsidiaries, pursuant to Article Sixth, and except if they are shares and/or
convertible securities issued in a public offering in which all such shares
and/or securities are subscribed by persons that are not shareholders of the
Company) (i) when such subscription by third parties that are not
shareholders, or by shareholders that are not Original Holders of shares of
the Company in exercise of their preemptive (but not accretion) rights, shall
result in a gross amount for the Company (and in the case of options or
warrants, the sum of their exercise prices) that for each fiscal year as a
whole exceeds the greater of: (a) two hundred million US dollars (USD
200,000,000), or its equivalent in another currency or (b) 6.67% of the
Company's Capitalization Value, (ii) except for "Class A" shares, securities
that entitle their holder to more than one vote per share to the extent
permitted by applicable legislation, or (iii) in respect of which the
Company's shareholders do not have preemptive rights; and (3) the amendment of
these Bylaws. The Supervisory Committee shall certify, at the request of the
shareholders at a Shareholders' Meeting or of any shareholder, that the
amounts involved in the operations or transactions approved at the
Shareholders' Meeting do not exceed the amounts, percentages and/or
coefficients detailed under this Article Twenty-Four. The certification of the
Supervisory Committee shall be fully valid vis a vis third parties,
notwithstanding the liability of its members if they acted knowing that those
amounts, percentages and/or coefficients had been exceeded. For purposes of
this Article Twenty-Four, the term "Company's Capitalization Value" means the
amount obtained from multiplying the number of the Company's outstanding
common shares as of the date of the relevant transaction, by the average
closing price resulting from the daily trading volume of the Company's common
shares on whatever stock exchange that in the previous year was the main
market in which the Company's common shares were traded during the twenty (20)
calendar days of trading immediately preceding the twentieth day prior to the
closing of the relevant transaction."

 

Next, Mrs. Marcela Noble Herrera asks to speak and states that, even though
the Company's Bylaws refers to meetings of the Audit Committee that allow its
members to meet remotely, the Bylaws should also provide that, in the case of
meetings at which all members participate remotely, the minutes shall be
signed by the President and by the representative of the Supervisory
Committee. Therefore, Mrs. Noble Herrera motions that Article twenty first of
the Company's Bylaws be amended as follows:

 

"ARTICLE TWENTY FIRST: As from the moment the Company is authorized to offer
publicly and/or list all or part of its shares in the Republic of Argentina
and/or in foreign jurisdictions, the Company shall have an Audit Committee
pursuant to Law No. 26,831 and its implementing regulations, which shall be
composed by three (3) members of the Board of Directors with experience in
business, financial or accounting matters. The majority of the permanent and
alternate members of the Audit Committee, shall meet the independence
requirements set forth under the Rules of the Argentine Securities Commission.
The Board of Directors shall appoint alternate members in equal or fewer
number as the permanent members and for the same term in order to fill any
vacancies that may occur, following the order of their appointment, in which
case the replacement will be automatic. Members of the Audit Committee shall
serve for a period of one fiscal year. At its first meeting, the Audit
Committee shall appoint a chairman and a vice chairman, who shall replace the
chairman in case of absence, impediment, disability or death of the former.
The Audit Committee shall meet at least once every three months. It shall also
meet at the request of any of its members. Meetings shall be called by the
chairman or vice chairman of the Audit Committee, by delivering a certifiable
notice to each permanent member, at the address that all such members shall
communicate to the Company upon acceptance of their appointments. Audit
Committee meetings must be called no less than 72 (seventy two) hours in
advance. The Audit Committee functions with the absolute majority of its
members present, either in person and/or communicated by means that allow the
simultaneous transmission of sound, images and words. Decisions shall be
adopted by the vote of the majority of the members who participated at the
meeting either in person and/or communicated by means that allow the
simultaneous transmission of sound, images and words. In case of a draw, the
chairman or, if applicable, the vice chairman's vote shall decide. Resolutions
of the Audit Committee shall be registered in the respective book and be
signed by all members who participated at the meeting in person and by the
representative of the supervisory committee. If all members participated
remotely, the resolutions of the Audit Committee shall be signed by the
president and the representative of the supervisory committee. The Supervisory
Committee shall state that all decisions of the Audit Committee have been
lawfully adopted. The duties and obligations of the Audit Committee shall be
those set forth under the corresponding laws and their implementing
regulations, as amended."

 

The motion is submitted to a vote and approved unanimously, incorporating as
point four of the agenda the amendment of Articles twenty first, twenty third
and twenty fourth of the Company's Bylaws.  In light of the above, the
President states that the agenda of the General Extraordinary Shareholders'
Meeting called for 8 July at 15 hours shall be the following: 1) Holding
Shareholders' Meeting remotely 2) Appointment of two (2) shareholders to sign
the meeting minutes; 3) Partial reversal of the Voluntary Reserve for Illiquid
Results. Distribution of dividends in cash or in kind or in any combination of
both alternatives; 4) Amendment of Articles Twenty First, Twenty Third and
Twenty Fourth of the Company's bylaws.  Finally, the President asks Mr. Pablo
San Martín-President of the Supervisory Committee-to speak. Mr. San Martín
states for the record that the following Directors participated by
videoteleconference using the Microsoft Teams system and voted validly on all
points of the agenda of this meeting pursuant to Article Sixteenth of the
Company's Bylaws: Miss Marcia Magnetto and Messrs. Sebastián Bardengo,
Ignacio Sáenz Valiente, Sebastián Salaber, Gonzalo Blaquier, Alan Whamond
and Damián Pozzoli.  With no further matters to discuss, the meeting is
adjourned at 18 hours.

 

 

 

 

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