REG - Cablevision Holding - CVH Calls Annual Shareholders’ Meeting

Telecom Argentina SAAnnouncement

23/03/2023 16:15

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RNS Number : 0607U  Cablevision Holding S.A.  23 March 2023

 

CABLEVISIÓN HOLDING S.A.

CVH Calls Annual Shareholders' Meeting

 

On 22 March 2023, 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 the Company's Annual Ordinary and Extraordinary Shareholders'
Meeting for 28 April 2023 at 12.00 on first call and 9 May 2023 at 12.00 on
second call (for matters pertinent to the Ordinary Shareholder's Meeting), to
be held remotely, to consider the following agenda:

1) Appointment of two (2) shareholders to sign the meeting minutes;

2) Consideration of the documents set forth under Section 234, subsection 1 of
Law No 19,550 and related laws, corresponding to economic year No. 6, ended 31
December 2022;

3) Consideration of the performance of the members of the Board of Directors;

4) Consideration of the compensation of the members of the Board of Directors
(Ps. 48,950,037 allocated amount) for the economic year ended 31 December
2022, which yielded a computable loss, as defined in the Rules of the
Argentine Securities Commission;

5) Authorisation to the Board of Directors to pay advances on compensation to
directors who perform technical administrative functions and/or independent
directors and/or directors who participate in special commissions for economic
year 2023, subject to the decision of the shareholders at the next
Shareholders' Meeting at which compensation of the members of the Board of
Directors is considered;

 6) Consideration of the performance of the members of the Supervisory
Committee;

7) Consideration of the compensation of the members of the Supervisory
Committee for the economic year ended 31 December 2022;

8) Authorisation to the Board of Directors to pay advances on compensation to
the members of the Supervisory Committee for economic year 2023, subject to
the decision of the shareholders at the next Shareholders' Meeting at which
compensation of the members of the Supervisory Committee is considered;

9) Consideration of the application of the Company's Retained Earnings as of
31 December 2022, which yielded a loss of Ps. 81,834 million. The Board of
Directors proposes [that the Company] absorb the year's loss by partially
reversing the Optional Reserve for Illiquid Results. Consideration of the
delegation of powers to the Board to reverse in full or in part the Optional
Reserve for Illiquid Results to distribute dividends in cash or in kind or in
any combination of both alternatives;

10) Appointment of the members and alternate members of the Board of
Directors;

11) Appointment of the members and alternate members of the Supervisory
Committee;

12) Approval of the annual budget of the Audit Committee;

13) Consideration of the fees of the External Auditor for the economic year
ended 31 December 2022;

14) Appointment of the Company's External Auditor;

15) Consideration of the merger by absorption of the Company with VLG S.A.U..
Consideration of the Special Merger Financial Statements as of 31 December
2022;

16) Approval of the Pre-Merger Commitment executed on 10 March 2023 with VLG
S.A.U..

The Board of Directors of the Company also resolved to recommend to the
Shareholders i) to appoint certified public accountants Alejandro Javier Rosa,
Ezequiel Luis Mirazón and Reinaldo Sergio Cravero-all of them are members of
the firm Price Waterhouse & Co. S.R.L (PWC)-as External Auditors; the
first of them as the main external auditor and the latter two as alternate
external auditors, for the year ending on 31 December 2023, and ii) to set the
annual budget of the Company's Audit Committee at Ps. 2,700,000.

Attached as Exhibit A is a free translation of the minutes of the meeting of
the Board of Directors of the Company held on 22 March 2023.

 

Enquiries:

Ms. Samantha Olivieri

Head of Investor Relations

 

www.cvh.com.ar

Email: ir@cvh.com.ar

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 22(nd) day of the month of March, 2023, at 18.00 hours, the Board of
Directors of Cablevisión Holding S.A. (the "Company") holds this meeting.
Present at the Company's headquarters are the President, Dr. Ignacio R.
Driollet, and Messrs. Directors. Ignacio J. M. Sáenz Valiente and Lucio A.
Pagliaro. Also present at the Company's headquarters are the members of the
Supervisory Commission, Messrs. Pablo San Martín and Lorenzo Calcagno.
Participating by videoconference through the Microsoft Teams system pursuant
to Article Sixteen of the Company's Bylaws are Mme. Director Marcia L.
Magnetto, and Messrs. Directors Antonio R. Aranda, Alan Whamond, Nelson D.
Pozzoli, Sebastian Salaber, Gonzalo Blaquier. With sufficient quorum, the
President, Dr. Ignacio Driollet, declares the meeting open and submits to the
consideration of those present the first point of the agenda 1) Calling of the
Annual Ordinary and Extraordinary Shareholders' Meeting. The President
continues to speak and states that, pursuant to applicable laws and bylaw
provisions, this Board of Directors must call an Annual Shareholders' Meeting
in order to consider, among other items, the documents set forth under Section
234, subsection 1 of Law No 19,550 and related laws, corresponding to economic
year No. 6, ended 31 December 2022. In addition, the President continues,
given that on this date the Company's subsidiary Telecom Argentina S.A. has
announced to the market the inclusion in the agenda of its shareholders'
meeting the delegation of powers to grant its board as much flexibility as
possible to eventually reverse its optional reserves to distribute dividends
in cash or in kind or in any combination of both alternatives, and if the
board [of Telecom Argentina S.A.] so decides, after collecting dividends, the
Company will have excess liquidity, it would be convenient, should the
shareholders of the subsidiary resolve in favour of such delegation of powers
on the board to reverse the reserve and pay dividends, [for this Board] to
propose to the shareholders of the Company to delegate powers on the Board of
Directors so that it has the same flexibility to eventually reverse the
reserve and to pay dividends, in order to minimise the fluctuation in the
value of the bonds that it receives [from its subsidiary]. Therefore, the
President motions specifically that the Board call the Annual Ordinary and
Extraordinary General Shareholders' Meeting for 28 April 2023 at 12.00 on
first call and 9 May 2023 at 12.00 on second call (for matters pertinent to
the Ordinary Shareholder's Meeting), to be held remotely, in order to consider
the following points of the agenda: 1) Appointment of two (2) shareholders to
sign the meeting minutes; 2) Consideration of the documents set forth under
Section 234, subsection 1 of Law No 19,550 and related laws, corresponding to
economic year No. 6, ended 31 December 2022; 3) Consideration of the
performance of the members of the Board of Directors; 4) Consideration of the
compensation of the members of the Board of Directors (Ps. 48,950,037
allocated amount) for the economic year ended 31 December 2022, which yielded
a computable loss, as defined in the Rules of the Argentine Securities
Commission; 5) Authorisation to the Board of Directors to pay advances on
compensation to directors who perform technical administrative functions
and/or independent directors and/or directors who participate in special
commissions for economic year 2023, subject to the decision of the
shareholders at the next Shareholders' Meeting at which compensation of the
members of the Board of Directors is considered; 6) Consideration of the
performance of the members of the Supervisory Committee; 7) Consideration of
the compensation of the members of the Supervisory Committee for the economic
year ended 31 December 2022; 8) Authorisation to the Board of Directors to pay
advances on compensation to the members of the Supervisory Committee for
economic year 2023, subject to the decision of the shareholders at the next
Shareholders' Meeting at which compensation of the members of the Supervisory
Committee is considered; 9) Consideration of the application of the Company's
Retained Earnings as of 31 December 2022, which yielded a loss of Ps. 81,834
million. The Board of Directors proposes [that the Company] absorb the year's
loss by reversing partially the Optional Reserve for Illiquid Results.
Consideration of the delegation of powers to the Board to reverse in full or
in part the Optional Reserve for Illiquid Results to distribute dividends in
cash or in kind or in any combination of both alternatives; 10) Appointment of
the members and alternate members of the Board of Directors; 11) Appointment
of the members and alternate members of the Supervisory Committee; 12)
Approval of the annual budget of the Audit Committee; 13) Consideration of the
fees of the External Auditor for the economic year ended 31 December 2022; 14)
Appointment of the Company's External Auditor; 15) Consideration of the merger
by absorption of the Company with VLG S.A.U.. Consideration of the Special
Merger Financial Statements as of 31 December 2022; 16) Approval of the
Pre-Merger Commitment executed on 10 March 2023 with VLG S.A.U. The
Shareholders' Meeting will be held remotely using the Microsoft Teams system,
which (i) will guarantee the participation of all the shareholders, with the
right to speak and to vote, (ii) will allow for the simultaneous broadcast of
sound, images and words, and (iii) will allow the recording of the meeting in
digital support. The Company will send to all shareholders that communicate
their attendance to the e-mail address Asamblea@cvh.com.ar
(mailto:Asamblea@cvh.com.ar) , the link and instructions on how to access the
system, together with instructions about the development of the Shareholders'
Meeting. The motion is submitted to a vote and approved unanimously. The Board
also unanimously resolves to authorise the President and/or the Vice President
to make the  required  publications to call the Shareholders' Meeting as well
as any other publications or notices that may be necessary in order to comply
with applicable law. Next, [the Board] considers the second point of the
agenda: 2) Proposal for the appointment of External Auditors: The President
speaks and states that, pursuant to applicable law, the Shareholders must
consider the appointment of external auditors. Therefore, Mr Driollet states
that it would be convenient, and he so motions, that the Board propose to the
Shareholders at the next Annual Ordinary and Extraordinary General
Shareholders' Meeting, the appointment of certified public accountants
Alejandro Javier Rosa, Ezequiel Luis Mirazón and Reinaldo Sergio Cravero-all
of them are members of the firm Price Waterhouse & Co. S.R.L (PWC)-as
External Auditors; the first of them as the main external auditor and the
latter two as alternate external auditors. The motion is submitted to a vote
and approved unanimously. In addition, this resolution shall be informed to
the Audit Committee so that they may issue the corresponding opinion pursuant
to applicable law. Next, [the Board] considers the third point of the agenda:
3) Proposal of the Audit Committee's Budget for economic year No. 7, ending on
31 December 2023. Mr. Director Antonio Aranda asks to speak and informs the
directors present at the meeting that the Company´s Audit Committee has sent
the Company a note, signed by its president, that proposes that the annual
budget for [the committee] to fulfil its functions be set at Ps. 2,700,000.
Mr. Aranda states that such budget must be considered by the shareholders at
the Annual Ordinary and Extraordinary General Shareholders' Meeting called
under the above point of the agenda. Considering the duties of the Audit
Committee and the details set forth in its Action Plan, [the Board]
unanimously resolves to propose to the Shareholders that the annual budget of
the Audit Committee be set at Ps. 2,700,000. Finally, the President asks Mr.
Pablo San Martín-President of the Supervisory Committee-to take the floor,
and [Mr. San Martín] states for the record that Mme. Director Marcia L.
Magnetto and Messrs. Directors Antonio R. Aranda, Alan Whamond, Nelson D.
Pozzoli, Sebastian Salaber, Gonzalo Blaquier participated by video
teleconference using the Microsoft Teams system, and voted regularly the
various points of the agenda of this meeting in line with article sixteen of
the Company's Bylaws.  With no more matters to consider, the meeting is
adjourned at 18.45 hours.

Signatories:

Directors present at the meeting: Ignacio R. Driollet, Ignacio J. M. Sáenz
Valiente and Lucio A. Pagliaro.

Directors participating remotely: Marcia L. Magnetto, Nelson D. Pozzoli, Alan
Whamond, Sebastián Salaber, Antonio R. Aranda, Gonzalo Blaquier.

Supervisory Committee: Pablo San Martín and Lorenzo Calcagno.

 

 

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