30 Apr 2019 07:39
Cablevisión Holding S.A.
Cablevisión Holding Holds Annual Ordinary Shareholders' Meeting
On 26 April 2019, Cablevisión Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 25 April 2019 the Company held its Annual Ordinary Shareholders' Meeting, with a quorum of 95.36% of the Company's issued and outstanding capital stock and 97.75% of the votes. At the shareholders' meeting, the shareholders decided as follows:
1) Appointment of two (2) shareholders to draft and sign the meeting minutes.
Unanimously, with the abstention of 27,288 votes, the shareholders appointed the representatives of the shareholders GC Dominio S.A. and of José Antonio Aranda 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. 2 ended 31 December 2018.
Unanimously, with the abstention of 27,288 votes, the shareholders approved the documents set forth under Section 234, subsection 1 of Law No 19,550 and related laws, corresponding to economic year No. 2 ended 31 December 2018.
3) Consideration of the performance of the members of the Board of Directors.
Unanimously, with the abstention of 27,288 votes, the shareholders approved the performance of the members of the Board of Directors.
4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2018. Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, 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.
By the majority vote of 336,495,440 votes, the negative vote of 16,257,029 votes and the abstention of 10,523,912 votes, the shareholders approved the amount of Ps. 12,742,485 as compensation ot the members of the Board and authorised the Board of Directors to pay advances on compensation for fiscal year 2019, 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.
5) Consideration of the performance of members of the Supervisory Committee.
Unanimously, with the abstention of 27,288 votes, the shareholders approved the performance of the members of the Supervisory Committee.
6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2018. Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.
Unanimously, with the abstention of 10,523,912 votes, the shareholders approved i) the payment of fees to the members of the Supervisory Committee for an aggregate amount of Ps. 888,000, ii) the waiver of fees communicated by Dr. Matias Fredriks, and iii) to authorise the Board of Directors to pay advances to the members of the Supervisory Committee for fiscal year 2019, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the members of the Supervisory Committee, for up to Ps. 3,600,000.
7) Consideration of the application of the Company's Retained Earnings as of 31 December 2018, (Ps. 58,339 million). The Board of Directors proposes that such amount be allocated as follows, provided that the Shareholders shall decide the determination of the distributable amounts pursuant to CNV Resolution 777/18: i) to increase the Legal Reserve-an amount that shall not be lower than 5% of the results of the year and the adjustments up to 20% of the company's registered equity plus the balance of the equity adjustment account-Ps. 688 million; ii) increase the Optional Reserve to meet financial obligations, Ps. 9,614 million; iii) increase the Reserve for Illiquid Results, Ps.48,037 million. In addition, the Board proposes to the Shareholders that they disaffect in full the Optional Reserve for Future Dividends, the Optional Reserve to guarantee the liquidity of the Company and its subsidiaries and the Reserve for financial assistance to subsidiaries and the media law, and that such amounts be reassigned to the Optional Reserve for Illiquid Results.
By the majority vote of 331,535,064 votes, the negative vote of 16,257,029 votes and the abstention of 15,484,288 votes, the shareholders resolved not to consider this point of the agenda and request the Board of Directors to call an Extraordinary Shareholders' Meeting to consider said point, without prejudice to the Company's understanding that the last paragraph of Article 70 of the General Companies Law No. 19,550-which refers to the application of Article 244 of said law-applies only and exclusively to the creation of a new reserve, that is different from the ones that have already been created.
8) Appointment of the members and alternate members of the Board of Directors.
By the unanimous vote of the Class "A" shares, Messrs. Sebastián Bardengo, 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 Messrs. Damián Fabio Cassino, Nicolás Sergio Novoa, Sebastián Ricardo Frabosqui and las Mmes. María Lucila Romero, María de los Milagros Páez and Claudia Irene Ostergaard were appointed as Alternate Directors for the "Class A" shares. The Company informed that all of the Directors proposed by the Class A shares are non-independent, under the Rules of the Argentine Securities Commission (as restated in 2013).
By the majority vote of 94,431,146 affirmative votes, 943,623 negative votes and 17,350,630 abstentions, the Class B shareholders appointed Messrs. Nelson Damián Pozzoli and Alan Whamond as Directors for the "Class B" shares and Messrs. Alejandro Río and Fernando Domenech as Alternate Directors for the "Class B" shares. The Company informed that all of the Directors proposed by the Class B shares are independent, under the Rules of the Argentine Securities Commission (as restated in 2013).
By the unanimous vote of the Class "C" shares, the Class C shareholders vote to appoint 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. The Company informed that all of the Directors proposed by the Class B shares are independent, under the Rules of the Argentine Securities Commission (as restated in 2013).
9) Appointment of the members and alternate members of the Supervisory Committee.
By the unanimous vote of the Class "A" shares, the shareholders appointed Mr. Alberto César Menzani as syndic for the "Class A" shares and Mr. Martín Gillermo Ríos as alternate syndic for said Class. In addition, it was stated for the record that Messrs. Menzani and Ríos qualifiy as independent under the Rules of the Argentine Securities Commission (as restated in 2013).
By the majority vote of 142,971,517 affirmative votes, 16,257,029 negative votes and 1,250,474 abstentions, the Class "A" and "B" shareholders voted to appoint Mr. Guillermo González Rosas as syndic and Mrs. María Celina Cartamil as alternate syndic appointed by Classes "A" and "B" acting as a single class. It was stated for the record that Mr. González Rosas and and Mrs. Catramil qualify as independent pursuant to the Rules of the Argentine Securities Commission (as restated in 2013).
By the unanimous vote of the Class "C" shares, the 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 pursuant to the Rules of the Argentine Securities Commission (as restated in 2013).
10) Approval of the annual budget of the Audit Committee.
Unanimously, with the abstention of 27,288 votes, the shareholders approved the annual budget for the functioning of the Audit Committee, of Ps. 800,000.
11) Consideration of the fees of the External Auditor for the economic year ended 31 December 2018.
Unanimously, with the abstention of 1,250,474 votes, the shareholders approved the amount of Ps. 1,425,000 as fees for the external auditor for tasks performed during the year ended on 31 December 2018.
12) Appointment of the Company's External Auditor.
Unanimously, with the abstention of 1,093,601 votes, the shareholders appointed as auditing firm PRICE WATERHOUSE & CO. S.R.L. and Messrs. Carlos Alberto Pace as head external auditor and Messrs. Marcelo Pfaff and Gabriel Marco Perrone, as alternate external auditors, all of them members of such Firm.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
Ms. Valentina López
Sr. Analyst of Investor Relations
www.cvh.com.ar
Email: ir@cvh.com.ar
Tel: (+54 11) 4309 - 3417