20 Mar 2019 13:08
CABLEVISION HOLDING S.A.
Calls Annual Ordinary Shareholders' Meeting
On 19th March 2019, 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 19 March 2019, at which they resolved to call the Company's Annual Ordinary Shareholders' Meeting for 25 April 2019 at 15.00 on first call and 2 May 2019 at 15.00 on second call, at Calle Piedras 1743 (not the Company's headquarters), City of Buenos Aires.
The Meeting's agenda will be the following:
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 fiscal year No. 2, ended 31 December 2018;
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 for the fiscal year ended 31 December 2018. Authorisation to 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;
6) Consideration of the compensation of the members of the Supervisory Committee for the fiscal year ended 31 December 2018. Authorisation to 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 Supervisory Committee is considered;
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;
8) Appointment of the members and alternate members of the Board of Directors;
9) Appointment of the members and alternate members of the Supervisory Committee;
10) Approval of the annual budget of the Audit Committee;
11) Consideration of the fees of the External Auditor for the fiscal year ended 31 December 2018;
12) Appointment of the Company's External Auditor.
At the meeting, the Board of Directors of the Company also proposed a budget of Ps. 800,000 for the Company's Audit Committee in 2019 and recommended the appointment of Carlos Alberto Pace and Marcelo Pfaff, both members of Price Waterhouse & Co. S.R.L (PWC) as external auditor and alternate external auditor of the Company respectively, for the fiscal year ended 31 December 2019.
Attached below as Exhibits A is a free translation of the minutes of the meeting of the Board of Directors held on 19 March 2019.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
Ms. Valentina López
Sr. Analyst
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 19th day of the month of March 2019, at 15.00 hours, the Board of Directors of Cablevisión Holding S.A. (the "Company") meets at the Company's headquarters on calle Tacuarí 1842, 4th floor, City of Buenos Aires, with the presence of the undersigned members of the Board of Directors and members of the Supervisory Committee. As provided under Article 16º of the Company's Bylaws, Mr. Sebastián Bardengo and Mr. Antonio R. Aranda, participate by connection to the other directors and syndics by videoconference from Dubai, United Arab Emirates, and Houston, Texas, United States, respectively, and is counted towards the quorum as provided in the abovementioned provision of the bylaws. The President, Mr. Sebastian Bardengo, opens the meeting and submits the first point of the Agenda to the consideration of those present: 1)….;2) Calling of a General Annual Ordinary Shareholders' Meeting. The Vice President asks to speak and states that pursuant to applicable legal rules and the Company's bylaws, the Company must call its General Annual Ordinary Shareholders' Meeting and therefore he motions specifically that a General Annual Ordinary Shareholders' Meeting be called for 25 April 2019 at 15.00 on first call and 2 May 2019 at 15.00 on second call, at Calle Piedras 1743 (not the Company's headquarters), City of Buenos Aires in order 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 fiscal year No. 2, ended 31 December 2018; 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 for the fiscal year ended 31 December 2018. Authorisation to 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; 6) Consideration of the compensation of the members of the Supervisory Committee for the fiscal year ended 31 December 2018. Authorisation to 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 Supervisory Committee is considered; 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; 8) Appointment of the members and alternate members of the Board of Directors; 9) Appointment of the members and alternate members of the Supervisory Committee; 10) Approval of the annual budget of the Audit Committee; 11) Consideration of the fees of the External Auditor for the fiscal year ended 31 December 2018; 12) Appointment of the Company's External Auditor. The motion is submitted to the vote [of the Directors] and is approved unanimously. The Board also unanimously authorises the President and/or Vice President to publish the notices calling the Shareholders' Meeting. Next, the Board considers the third point of the Agenda: 3) Proposal for the appointment of External Auditors. Mr. Sáenz Valiente asks to speak and states that, as the Directors know, pursuant to applicable law, at the next General Annual Ordinary Shareholders' Meeting, the shareholders must consider the appointment of the external auditors. Therefore, Mr. Sáenz Valiente expresses the convenience of this Board proposing to the shareholders at the next General Annual Ordinary Shareholders' Meeting the appointment of the certified public accountants Carlos Alberto Pace and Marcelo Pfaff, both members of the firm Price Waterhouse & Co S.R.L. (PWC), PWC, as External Auditor and alternate External Auditor, respectively. The motion is submitted to the consideration of the Board and is approved unanimously. In addition, this decision will be informed to the Audit Committee so that it may issue its own opinion pursuant to applicable law. Next, the President submits the fourth and last point of the Agenda to the consideration of those present: 4) Budget Proposal for the Audit Committee for Fiscal Year No. 3, ending on 31 December 2019. The Vice President continues to speak and states that he has received a note signed by Mr. Bardengo, in his capacity as Chairman of the Company's Audit Committee, which contains such Committee's proposal in connection with its annual budget to fulfil its purpose, which budget is estimated at Ps. 800,000. The said budget must be considered by the shareholders at the Annual Ordinary Shareholders' Meeting. After an exchange of questions and answers and taking into account the functions provided for the Committee under applicable law and the tasks detailed in the Annual Action Plan for fiscal year 2019, the Board approves unanimously to propose that the Shareholders set the annual Budget for the Audit Committee at Ps. 800,000. The members of the Supervisory Committee expressly state that Mr. Sebastian Bardengo and Mr. Antonio R. Aranda have participated from a distance, communicated by a videoteleconference system and have validly voted on the points of the agenda of this meeting. Also, the syndics expressly state that the decisions adopted at this meeting were validly adopted. With no further items to discuss, the meeting is adjourned at 16.30 hours.
Directors executing the minutes: Sebastián Bardengo (by videoteleconference), Ignacio José María Sáenz Valiente, Marcela Noble Herrera, Antonio Román Aranda (by videoteleconference), Marcia Ludmila Magnetto, Lucio Andrés Pagliaro, Alan Whamond, Nelson Damián Pozzoli, Gonzalo Blaquier and Sebastián Salaber.
Members of the Supervisory Committee executing the minutes: Andrés Gabriel Riportella, Matías Alejandro Fredriks and Pablo Gabriel San Martín.