REG - Cablevision Holding - Response to Shareholder Information Request
14/04/2023 08:15
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RNS Number : 2462W Cablevision Holding S.A. 14 April 2023
CABLEVISION HOLDING S.A.
Cablevisión Holding Responds to Shareholder Information Request
On 13 April 2023, Cablevisión Holding S.A. (the "Company") informed the
Argentine Securities Commission and the Buenos Aires Stock Exchange that it
had exchanged notes with a shareholder in connection with the agenda of the
Ordinary and Extraordinary Annual Shareholders' Meeting to be held on 28 April
2023.
Attached as Exhibit A is a free translation of the Company's response.
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
Buenos Aires, 13 April 2023
Mrs.
General Directorate for Strategic and Corporate Affairs
General Director Cecilia Gonzalez Bonorino
Directorate of Corporate Affairs
Mrs. Paola Rolotti
National Social Security Administration (ANSES) Fondo de Garantía de
Sustentabilidad
By Hand
To whom it may concern,
I, Ignacio R. Driollet, in my capacity as President of Cablevisión Holding
S.A. (hereinafter, interchangeably, the "Company" or "CVH") hereby address You
in response to your request for information, issued by e-mail dated 30 March
2023.
Pursuant to the General Companies Law No. 19,550, we hereby respond to your
request, in the order formulated by you:
a. Detail of the shareholder composition as of the date hereof. Please
include a detail of the shareholder registry indicating the percentages of
each shareholder with more than a 5% participation, by class of shares;
indicating total votes and total shares.
GC Dominio S.A. 47,753,621(*) Class A 26.44% 64.24%
Anses (FGS) 16,257,029(**) Class B 9.00% 4.37%
ELHN Grupo Clarín New York Trust 48,008,436 (**) Class B 26.58% 12.92%
HHM Grupo Clarín New York Trust 21,056,531 (**) Class B 11.66% 5.67%
GS Unidos LLC 11,782,877 (*) Class C 6.52% 3.17%
Remainder of Class B shares 35,784,086(***) Class B 19.81% 9.63%
(*) According to Registry of common, nominative, non-endorsable Class A and C
shares carried by the Company.
(**) According to certificate issued by Caja de Valores S.A. delivered to the
Company.
(***) The registry of Class B common book-entry shares is carried by Caja de
Valores S.A.
(****) Difference due to rounding.
b. Executed copy of the Minutes of the Board of Directors that calls an
Ordinary and Extraordinary Shareholders' Meeting.
The minutes of the meeting of the Board of Directors that calls an Ordinary
and Extraordinary Shareholders' Meeting, with due identification of the
signers, was made available to the general public through the Autopista de
Información Financiera ("AIF") [online electronic disclosure system used by
public companies] on 22 March 2023, under ID No. 3020689.
c. Express indication of personnel and/or attorneys in fact authorised
by the company to execute this request, with copy of the document that
evidences such authorisation (if too long, you may attach only the relevant
section)
This response is signed by the President of the Company, in exercise of [the
Company's] legal representation pursuant to the Company's Bylaws and the
General Companies' Law. The President has been appointed at the Special
Shareholders' Meeting of Class A Shareholders dated 6 December 2022 (uploaded
onto the AIF under ID No. 2979997 on that date).
d. With respect to the following points of the agenda, we request:
1) Appointment of two (2) shareholders to sign the meeting minutes.
The Company hasn't received any proposal regarding this point of the agenda.
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 on
31 December 2022.
The accounting documents corresponding to the economic year ended on 31
December 2022 are available to the shareholders on AIF under ID No. 3015373
and in the Company's website (www.cvh.com.ar (http://www.cvh.com.ar) ) under
the tab "Investor Relations - Financial Statements".
We confirm that the financial statements corresponding to 31 December 2022
that are submitted to [the shareholders'] consideration, are expressed in
constant currency as of that date. In order to restate the fiscal year the
Company used the Consumer Price Index (CPI) published by INDEC, as set forth
under note 2.1.1 of the parent-company only financial statements. The
Company has presented said financial statements in accordance with IAS 29
(Financial Reporting in Hyperinflationary Economies) and in compliance with
CNV Resolution No. 777/18 (published in the Official Gazette on 28 December
2018).
The corporate and technical service agreements with related companies are the
following:
Grupo Clarín S.A. Rendering the following services: Ps. 14,000,000 plus VAT per month 12 months Annual
(i) Information Technologies (IT);
(ii) administration;
(iii) control;
(iv) budget and business plan;
(v) human resources;
(vi) external relations;
(vii) strategic analysis.
GC Gestión Compartida S.A. Accounting and Financial Statements; Accounts Payable and Treasury; Taxes; Jan-Jun Ps. 1,166,886 plus VAT per month 12 months Annual
Payroll; Risk Management; Systems
Jul - Sep Ps. 1,458,607 plus VAT per month
Oct - Dec Ps. 1,604,468 plus VAT per month
Grupo Clarín S.A. Ps. 48MM+VAT Ps. 72MM+VAT Ps. 108MM+VAT Ps. 168MM+VAT
GC Gestión Compartida S.A. Ps. 6MM+VAT Ps. 7MM+VAT Ps. 10MM+VAT Ps. 16MM+VAT
(*) Value according to contract.
The evolution of the Company's payroll (the "Payroll") since 31 December 2019
to 31 December 2022 is the following:
CVH Payroll
Dec - 2019 6
Dec - 2020 6
Dec - 2021 6
Dec - 2022 6
3) Consideration of the performance of the members of the Board of Directors
The Composition of the Board of Directors as of 31 December 2022 (uploaded
onto the AIF under ID No. 2884968) was the following:
President: Sebastián Bardengo.
Vice-president: Ignacio José María Sáenz Valiente.
Directors: Marcela Noble Herrera, Marcia Ludmila Magnetto, Lucio Andrés
Pagliaro, Antonio Román Aranda, Alan Whamond, Nelson Damián Pozzoli, Gonzalo
Blaquier and Sebastián Salaber.
Alternate Directors: Samantha Lee Olivieri, Claudia Irene Ostergaard, María
Lucila Romero, Leandro Diez Monnet, Damián Fabio Cassino, Nicolás Sergio
Novoa, Alejandro Río, Fernando Domenech, Jorge Oría and Gervasio Colombres.
They were designated at the Annual Ordinary and Extraordinary Shareholders'
Meeting held on 28 April 2022. The term of office of the members of the Board
of Directors is of one statuary year.
On 17 November 2022, the President of the Board, Sebastián Bardengo, tendered
his resignation, for personal reasons, effective as from 1 January 2023
(uploaded onto the AIF under ID No. 2971417). On 22 November 2022, the Board
accepted Mr. Bardengo's resignation (ID No. 2975235).
As expressed in our response to your information request of previous years,
the members of the Board of Directors have worked in matters relating to the
management of the Company. In years as peculiar as the last few, which brought
a deceleration of the economy, the Directors had to monitor the execution of
all action plans, both of the Company and of its main subsidiary, Telecom
Argentina S.A. and to supervise and adapt their budget to the new economic
context, without diverting attention from their work in the development of the
corporate strategy and the oversight of the corporate governance strategy.
The members of the Audit Committee have fulfilled their duties devoting
themselves to the tasks assigned to that Committee by the Capital Markets
Law. The treatment given to matters under their competence is stated in the
annual report for the fiscal year ended 31 December 2022 that was approved by
the Audit Committee on 10 March 2023, published on the AIF on that same date
under ID No. 3015202.
Mr. Sebastián Bardengo, was an employee and General Director of CVH until the
end of the year 2022. As such, among other activities, Mr. Bardengo developed
investment policies, supervised the financial development of the business and
designed the strategy and financial architecture of future business. In
addition, he led the relationship of the Company with its partners, with
national and international financing sources, with banks, stock exchanges,
regulatory agencies, and national and international investors. Mr. Bardengo
was a member of the Board of Directors of Telecom Argentina S.A., a subsidiary
of CVH, and member of its Executive Committee until 31 December 2022. As
such, he cared for the interest of the Company in its capacity as controlling
shareholder of Telecom Argentina S.A.
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.
The Company has informed the CNV (ID No. 3020799) through the AIF as
restricted access information, the individual compensation of Directors and
Syndics.
The Chart of Allocations to the Board of Directors for the year ended on 31
December 2022 was filed with the CNV through the AIF on 23 March 2023 under ID
No. 3020766.
The fee proposal for fiscal year 2022 made by the Board of Directors is of Ps.
32,256,000, to be allocated among directors who performed
technical-administrative tasks, independent directors and/or those who
participated in special commissions during the fiscal year. The Audit
Committee, at its meeting of 27 February 2023 (submitted to the AIF under ID
No. 3010758) has pronounced itself with regard to the reasonableness of the
fee proposal made for fiscal year 2022.
In addition to the above, we must add the compensation for
technical-administrative functions of Ps. 16,694,037 carried out by a director
who was also an employee.
Next, we provide the information requested about the global amount approved
for fiscal years 2019, 2020 and 2021.
.
Global Amount Ps. 22,606,936 Ps. 25,192,210 Ps. 30,930,582 Ps. 48,950,037
Number of Directors 10 10 10 10
Average Amount per Director - Annual Ps. 2,260,694 Ps. 2,519,221 Ps. 3,093,058 Ps. 4,895,004
Average Amount per Director - Monthly Ps. 188,391 Ps. 209,935 Ps. 257,755 Ps. 407,917
Nominal Increase - Ps. 2,585,274 Ps. 5,738,372 Ps. 18,019,455
Percentage Increase - 11% 23% 58%
The computable net income for the fiscal year submitted for consideration, and
the calculations by which such figure was arrived to, are stated in the Chart
of Allocations to the Board of Directors filed with the CNV as stated before.
It is worth mentioning that the computable net income and the format of the
Chart of Allocations are in compliance of CNV Rules (Art. 2º and 3°
respectively, of Section I Chapter III).
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.
The Company has not received any proposal from the controlling shareholder
with respect to the advances on compensation for the members of the Board of
Directors.
6) Consideration of the performance of members of the Supervisory Committee.
The members of the Supervisory Committee of the Company designated by the
Annual Shareholders' Meeting of 28 April 2022 are the following:
Lorenzo Calcagno
Member
Guillermo González Rosas Member
Pablo Gabriel San Martín Member
Martín Guillermo Ríos
Alternate Member
María Celina Cartamil
Alternate Member
Rubén Suárez
Alternate Member
There have been no resignations in the Supervisory Committee during the fiscal
year 2022.
During 2022 continued performing their oversight task, within the framework of
the applicable regulation, namely [the Supervisory Committee has]:
(i) overseen the management of the Company, examining the books and such
documents as they have judged convenient;
(ii) verified the cash, cash equivalents and securities held by the Company as
well as its obligations and their fulfilment;
(iii) attended all the meetings of the Board of Directors, Audit Committee and
Shareholders, in person or remotely, assuring the legality of the decisions
adopted at such meetings and compliance with laws regarding remote meetings,
when applicable;
(iv) controlled the creation and maintenance of the Directors' guarantees;
(v) presented quarterly and annual reports on the economic and financial
condition of the Company, and given their opinion on the Board's annual
report, the inventory and financial statements;
(vi) overseen that the corporate bodies have duly complied with the law, the
bylaws and shareholder decisions.
7) Consideration of the compensation of the members of the Supervisory
Committee for the economic year ended 31 December 2022.
The proposed fees for the Supervisory Committee for fiscal year 2022 is
estimated at Ps. 5,376,000, according to the following detail: a) to Mr. Pablo
Gabriel San Martín and Mr. Guillermo González Rosas, Ps. 1,792,000 each, and
b) to Mr. Lorenzo Calcagno, Ps. 1,344,000, and c) to Mr. Alberto César
Menzani, Ps. 448,000 for the tasks developed from 1 January 2022 to the date
in which new authorities were appointed.
As provided under Section 75 of Decree No. 1023/2013 and Interpretative
Criterion No. 45, the Company has informed the CNV through the AIF as
restricted access information, the individual compensation of the Syndics.
The amounts approved for fiscal years 2019, 2020 and 2021 were the following:
.
Amount Ps. 1,760,000 Ps. 2,280,000 Ps. 3,448,000 Ps. 5,376,000
Number of syndics 3 3 3 3
Average annual amount per syndic Ps. 586,667 Ps. 760,000 Ps. 1,149,334 Ps. 1,792,000
Average monthly amount per syndic 48,889 Ps. 63,334 Ps. 95,778 Ps. 149,333
Nominal Increase - Ps. 520,000 Ps. 1,168,000 Ps. 1,928,000
Percentage Increase - 30% 51% 56%
8) Authorisation to the Board of Directors to pay advances on compensation 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.
The Company has not received any proposal from the controlling shareholder
with respect to fee advances for the members of the Supervisory Commission for
fiscal year 2023. If such advances are approved, we estimate that they will be
paid on a monthly basis.
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.
The financial statements of the Company as of December 31, 2022, yielded a
loss of Ps. 81,834 million. The Board of Directors proposes to absorb the
year's loss by partially reversing the Optional Reserve for Illiquid Results.
Additionally, and since the subsidiary of the Company, Telecom Argentina S.A.,
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].
We include a chart which details the evolution of the Reserve for Illiquid
Results, its current composition, the date in which it was established (we
hereby state for the record that [The Reserve for Illiquid Results] it was
allocated as a result of the split-up of Grupo Clarín S.A. and resulting
incorporation of the Company), and its latest entries.
CVH - Evolution of the Reserve for Illiquid Results
(Figures in millions of Ps.)
Balance as of 1 May 2017 (Constitution of - allocation from split-up of Grupo 436
Clarín S.A.)
Restatement of initial balance in terms of purchasing power as of 31/12/2018 368
Balance as of 31/12/2018 804
Allocation of retained Earnings resolved at the Annual Extraordinary 55,545
Shareholders' Meeting held on 31 May 2019
Reversal of the Optional Reserve for Future Dividends, the Optional Reserve to 6,935
guarantee the liquidity of the Company and its subsidiaries and the Reserve
for financial assistance to subsidiaries and the media law, resolved at the
Annual Extraordinary Shareholders' Meeting held on 31 May 2019
Restatement of initial balance and entries for the fiscal year 2019 in terms 21,076
of purchasing power as of 31/12/2019
Balance as of 31/12/2019 84,360
Reversal of the Reserve for Illiquid Results to absorb negative retained (3,246)
Earnings as of 31/12/2019, resolved at the Annual Ordinary and Extraordinary
Shareholders' Meeting held on 29 April 2020.
Reversal of the Optional Reserve to meet financial obligations to increase the 19,098
Reserve for Illiquid Results after increasing the Legal Reserve and the
dividend distribution resolved at the Annual Ordinary and Extraordinary
Shareholders' Meeting held on 29 April 2020.
Reversal of the Reserve for Illiquid Results for the distribution of dividends (9,167)
resolved at the Extraordinary Shareholders' Meeting held on 15 December 2020.
Restatement of initial balance and entries for the fiscal year 2020 in terms 34,671
of purchasing power as of 31/12/2020
Balance as of 31/12/2020 125,716
Reversal of the Reserve for Illiquid Results to absorb negative retained (3,402)
Earnings as of 31/12/2020, resolved at the Annual Ordinary and Extraordinary
Shareholders' Meeting held on 29 April 2021.
Reversal of the Reserve for Illiquid Results for the distribution of dividends (14,441)
resolved at the Extraordinary Shareholders' Meeting held on 31 August
2021.
Restatement of initial balance and entries of the fiscal year 2021 in terms of 60,859
purchasing power as of 31/12/2021
Balance as of 31/12/2021 168,732
Allocation of retained Earnings resolved at the Annual Ordinary and 4,292
Extraordinary Shareholders' Meeting held on 28 April 2022
Reversal of the Reserve for Illiquid Results for the distribution of dividends (12,007)
resolved at the Extraordinary Shareholders' Meeting held on 8 July 2022.
Restatement of initial balance and entries of the fiscal year 2022 in terms of 158,871
purchasing power as of 31/12/2022
Balance as of 31/12/2022 319,888
10) Appointment of the members and alternate members of the Board of
Directors.
The Company has not received any proposal with respect to the individuals to
be appointed as members and alternate members of the Board of Directors. The
duration of their office is of 1 (one) fiscal year.
11) Appointment of the members and alternate members of the Supervisory
Committee.
The Board of Directors has not made any proposal with respect to the
appointment of the members and alternate members of the Supervisory Committee.
The duration of their office is of 1 (one) fiscal year.
12) Approval of the annual budget of the Audit Committee.
The Board of Directors has proposed that the amount of the annual budget of
the Audit Committee for fiscal year 2023 be of Ps. 2,700,000 (ID No. 3020688
AIF). The real amount used by such Committee in fiscal year 2022 was of Ps.
1,500,000, the amount that was approved at the shareholders meeting held on 28
April 2022.
Global Amount Ps 900,000 Ps 1,170,000 Ps 1,500,000 Ps 2,700,000
Nominal Increase Ps 100,000 Ps 270,000 Ps 330,000 Ps 1,200,000
Percentage Increase 13% 30% 28% 80%
13) Consideration of the fees of the External Auditor for the economic year
ended 31 December 2022.
The total fees of the external auditor Price Waterhouse & Co. (PWC) for
the fiscal year 2022 amount to Ps. 6,690,000. The tasks of the external
auditor have not changed in respect with those executed during the previous
fiscal year, relating to:
- issuing its limited review report on the financial
statements, both individual and consolidated, for the interim periods ended 31
March, 30 June and 30 September 2022, compared to the previous fiscal year;
- issuing its audit reports on the individual and
consolidated financial statements as of 31 December 2022, compared to the
previous fiscal year;
- issuing audit reports on the consolidated
financial statements as of 31 December 2022, compared to the previous fiscal
year, issued in the English language, to be filed with the London Stock
Exchange.
Following we present a comparative table as requested.
.
Global Amount Ps. 1,821,000 Ps 2,456,000 Ps. 3,808,000 Ps. 6,690,000
Nominal Increase - Ps. 635,000 Ps. 1,352,000 Ps. 2,882,000
Percentage Increase - 35% 55% 76%
14) Appointment of the Company's External Auditor.
The Board of Directors of the Company has decided to propose to the
Shareholders (AIF ID No. 3020688) that the firm Price Waterhouse & Co.
(PWC) continue as the Company's External Auditors. If elected, the certified
public accountants Alejandro Javier Rosa, Ezequiel Luis Mirazón and Reinaldo
Sergio Cravero, all of them belonging to the firm Price Waterhouse & Co.
(PWC) will act as External Auditors, the former as auditor and the latter two
as alternate auditors, respectively. Their personal and professional
backgrounds arise from the affidavits they submitted through AIF (ID No.
3020799) as per applicable regulation.
15) Consideration of the merger by absorption of the Company with VLG SAU.
Consideration of the Special Merger Financial Statements as of 31 December
2022.
The reasons behind the proposal of the merger by absorption of the Company
with VLG SAU arise from the article two of the Pre-Merger Commitment (ID No.
3021570).
The Financial Statements of the Company and VLG SAU as of 31 December 2022
that were used as base for the preparation of the merger Consolidated
Statement of Financial Position have been uploaded onto the AIF (ID No.
3015373 and 3026186, respectively). The merger Consolidated Statement of
Financial Position has been presented to CNV in the procedure initiated for
the purpose of obtaining the prior approval of said body, which will be made
available to all the shareholders before the Meeting in accordance with the
applicable regulations.
The Board of the absorbed Company has approved the Pre-Merger Commitment and
called for a Shareholder Meeting for 28 April 2023.
15) Approval of the Pre-Merger Commitment executed on 10 March 2023 with VLG
SAU.
The executed Pre-Merger Commitment was uploaded onto the AIF (ID No. 3021570).
Finally, we state for the record that this response, together with your
request, shall be made available to the general public through AIF and the
Buenos Aires Stock Exchange.
We are at your disposal to make any clarifications that you may deem relevant.
Sincerely,
/s/ Ignacio R. Driollet
President
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