2 May 2023 07:00
Cablevisión Holding S.A.
Cablevisión Holding Holds Annual Ordinary and Extraordinary Shareholders' Meeting
On 28 April 2023, Cablevisión Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Company held an Ordinary and Extraordinary Shareholders' Meeting on 28 April 2023, using the videoconference system "Microsoft Teams", pursuant to Company Bylaws, with the presence of 14 shareholders, all represented by attorneys in fact, holding a total of 173,450,956 shares representing 96.02% of the issued and outstanding capital and 98.06% of the votes of the Company. At the shareholders' meeting, the shareholders decided as follows:
2) Appointment of two (2) shareholders to sign the meeting minutes.
By majority vote, with 348,208,411 affirmative votes and 16,257,029 negative votes), the shareholders resolved that the minutes be signed by the representatives of the shareholders GC Dominio S.A. and José Antonio Aranda.
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.
Unanimously, (with 1,090 abstentions), the shareholders approved the documents set forth under Section 234, subsection 1 of Law No 19,550 corresponding to fiscal year No. 6, ended 31 December 2022.
3) Consideration of the performance of the members of the Board of Directors.
Unanimously, (with 2,000 abstentions), the shareholders approved the performance of all members of the Board of Directors who were in office during the fiscal year ended 31 December 2022 and up to the date of the shareholders' meeting.
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.
Unanimously, (with 2,000 abstentions), the shareholders approved the aggregate amount of Ps. 48,950,037 as compensation of the members of the Board of Directors for the fiscal ended 31 December 2022.
5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2022 to directors who perform technical administrative functions and/or independent directors and/or special commissions, 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.
Unanimously, (with 16,259,029 abstentions), the shareholders approved to authorise the Board of Directors to pay advances on compensation for fiscal year 2023 to directors who perform technical administrative functions and/or independent directors and/or directors who exercise special commissions, 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 members of the Supervisory Committee.
Unanimously, (with 2,090 abstentions), the shareholders approved the performance of the members of the Supervisory Committee during the fiscal year ended 31 December 2022 and up to the date hereof.
7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2022.
Unanimously, (with 2,090 abstentions), the shareholders approved the aggregate amount of Ps. 5,376,000 as compensation to the members of the Supervisory Committee for the fiscal year ended 31 December 2022.
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.
By majority vote, with 348,206,321 affirmative votes, 90 negative votes and 16,259,029 abstentions the shareholders approved to authorise the Board of Directors to pay advances to the members of the Supervisory Committee for fiscal year 2023, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the members of the Supervisory Committee.
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.
Unanimously, (with 1090 abstentions), the shareholders resolved to absorb the abovementioned year's loss by partially reversing the Optional Reserve for Illiquid Results, and to delegate powers to the Board to reverse in full or in part the Optional Reserve for Illiquid Results to distribute dividends in kind, for up to the total amount of the Global Bonds 2030 that the Company is entitled to collect as a result of the distribution of dividends of the subsidiary Telecom Argentina S.A., paying in cash any fractions that may result, and until 31 December 2023, in the event that the Board of Directors of Telecom Argentina decides to pay dividends.
10) Appointment of the members and alternate members of the Board of Directors.
By the unanimous vote of the Class "A" shares, Messrs. Ignacio Rolando Driollet, Ignacio José María Sáenz Valiente, Marcela Noble Herrera, Marcia Ludmila Magnetto, Lucio Andrés Pagliaro and Antonio Román Aranda were appointed as Directors for the "Class A" shares and Mmes. Samantha Lee Olivieri, Claudia Irene Ostergaard and María Lucila Romero and Messrs. Leandro Diez Monnet, Damián Fabio Cassini and Nicolás Sergio Novoa were appointed as Alternate Directors for the "Class A" shares. It was stated, for the record, that under the Rules of the Argentine Securities Commission, all of the Directors proposed by the "Class A" shares are non-independent.
By majority vote, with 96,915,868 affirmative votes, 741,561 negative votes and 16,257,029 abstentions, Messrs. Nelson Damián Pozzoli and Alan Whamond were reelected as Directors for the "Class B" shares and Messrs. Alejandro Río and Fernando Domenech as Alternate Directors for the "Class B" shares. It was stated, for the record, that under the Rules of the Argentine Securities Commission, all of the Directors proposed by the Class B shares are independent.
By the unanimous vote of the Class "C" shares, the Class C shareholders reelected Messrs. Gonzalo Blaquier and Sebastián Salaber as Directors for the "Class C" shares and Messrs. Jorge Oría and Gervasio Colombres as Alternate Directors for the "Class C" shares. It was stated, for the record, that under the Rules of the Argentine Securities Commission, all of the Directors proposed by the "Class C" shares are independent.
11) Appointment of the members and alternate members of the Supervisory Committee.
By the unanimous vote of the Class "A" shares, the "Class A" shareholders appointed Mr. Lorenzo Calcagno as syndic for the "Class A" shares and Mr. Martín Guillermo Ríos as alternate syndic for the "Class A" shares. It was stated, for the record, that Messrs. Menzani and Ríos qualifiy as independent under the Rules of the Argentine Securities Commission.
By majority vote, with 145,411,050 affirmative votes and 16,257,029 negative votes) the Class "A" and "B" shareholders acting as a single class, voted to appoint Mr. Guillermo González Rosas as syndic and Mrs. María Celina Cartamil as alternate syndic for such classes of shares. It was stated, for the record, that Mr. González Rosas and Mrs. Cartamil qualify as independent under the Rules of the Argentine Securities Commission.
By the unanimous vote of the Class "C" shares, the "Class C" shareholders appointed Mr. Pablo Gabriel San Martín as syndic and Mr. Rubén Suarez as alternate syndic for the Class "C" shares. It was stated, for the record, that Messrs. San Martín and Suárez qualify as independent under the Rules of the Argentine Securities Commission.
12) Approval of the annual budget of the Audit Committee.
Unanimously, with no abstentions, the shareholders approved to set at Ps. 2,700,000 the annual budget for the functioning of the Audit Committee for the fiscal year ended 31 December 2023.
13) Consideration of the fees of the External Auditor for the economic year ended 31 December 2022.
Unanimously, (with 2,000 abstentions), the shareholders approved the amount of Ps. 6,690,000 as fees for the external auditor for tasks performed during the fiscal year ended on 31 December 2022.
14) Appointment of the Company's External Auditor.
Unanimously, (with 1,000 abstentions), the shareholders appointed as auditing firm PRICE WATERHOUSE & CO. (PWC) and Mr. Alejandro Javier Rosa as head external auditor and Messrs. Ezequiel Luis Mirazón and Reinaldo Sergio Cravero, as alternate external auditors, all of them members of such Firm.
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.
Unanimously, (with 1,090 abstentions), the shareholders approved the merger by absorption of the Company with VLG S.A.U.. and 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..
Unanimously, (with 1,090 abstentions), the shareholders approved the Pre-Merger Commitment executed on 10 March 2023 with VLG S.A.U..
Enquiries:
Ms. Samantha Lee Olivieri
Head of Investor Relations
www.cvh.com.ar
Email: ir@cvh.com.ar
Tel: (+54 11) 4309 - 3417