11 Jul 2022 09:02
Cablevisión Holding S.A.
Cablevisión Holding Holds Annual Ordinary and Extraordinary Shareholders' Meeting
On 8 July 2022, Cablevisión Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Company held an Extraordinary Shareholders' Meeting on 8 July 2022, using the videoconference system "Microsoft Teams", pursuant to General Resolution of the Argentine Securities Commission No. 830/2020, with the presence of 15 shareholders-one by himself and 14 represented by attorneys in fact, representing 96.05% of the issued and outstanding capital and 98.08% of the votes of the Company. At the shareholders' meeting, the shareholders decided as follows:
1) Holding the Shareholders' Meeting remotely.
The shareholders unanimously resolved to hold the shareholders' meeting remotely, with 400 abstentions.
2) Appointment of two (2) shareholders to sign the meeting minutes.
Unanimously (with 400 abstentions), the shareholders resolved that the minutes be signed by the representatives of the trustees of HHM Grupo Clarín New York Trust and ELHN Grupo Clarín New York Trust.
3) Partial reversal of the Voluntary Reserve for Illiquid Results. Distribution of dividends in cash or in kind or in any combination of both alternatives.
By majority vote (346,603,851 affirmative votes, 1,654,937 negative votes and 16,257,429 abstentions) the shareholders resolved, 1) to distribute, as dividends in kind: i) Global Bonds of the Republic of Argentina payable in United States Dollars due on 9 July 2030, ISIN Code GD30 - ISIN US040114HS26 ("Global Bonds Due 2030") with a nominal value of USD 160,676,878, and ii) Global Bonds of the Republic of Argentina payable in United States Dollars due on 9 July 2035, ISIN Code GD35 - ISIN US040114HT09 ("Global Bonds Due 2035") with a nominal value of USD 40,586,407, at a ratio of nominal value USD 0.88947399888 Global Bonds Due 2030 and nominal value USD 0.22467796352 Global Bonds Due 2035 per share of the Company, and to settle in Argentine pesos any fraction of less than USD 1 that may apply, with the right to collect such dividends at the same ratio combination of both kinds for all classes of shares of the Company, ii) to reverse partially the "Voluntary Reserve for Illiquid Results" that amounted to AR$ 222,960 million in constant pesos as of 31 May 2022, by AR$ 12,007,050,521 and 3) to delegate powers on the Board of Directors to put the bonds at the disposal of the shareholders, transfer them and pay the dividends in kind within the terms set forth in the applicable regulations and to carry out any acts and/or payments that may be necessary to put the bonds at the disposal of the shareholders, transfer them and pay the dividends in kind.
4) Amendment of Articles Twenty First, Twenty Third and Twenty Fourth of the Company's bylaws.
By majority vote (364,514,693 affirmative votes, 1,124 negative votes and 400 abstentions) the shareholders resolved the amendment of Articles Twenty First, Twenty Third and Twenty Fourth of the Company's bylaws as follows: "ARTICLE TWENTY-ONE: As from the moment the Company is authorized to offer publicly and/or list all or part of its shares in the Republic of Argentina and/or in foreign jurisdictions, the Company shall have an Audit Committee pursuant to law No. 26,831 and its implementing regulations, which shall be composed by three (3) members of the Board of Directors with experience in business, financial or accounting matters. The majority of the permanent and alternate members of the Audit Committee, shall meet the independence requirements set forth under the Regulations of the Argentine Securities Commission. The Board of Directors shall appoint alternate members in equal or fewer number as the permanent members and for the same term in order to fill any vacancies that may occur, following the order of their appointment, in which case the replacement will be automatic. Members of the Audit Committee shall serve for a period of one fiscal year. At its first meeting, the Audit Committee shall appoint a chairman and a vice chairman, who shall replace the chairman in case of absence, impediment, disability or death of the former. The Audit Committee shall meet at least once every three months. It shall also meet at the request of any of its members. Meetings shall be called by the chairman or vice chairman of the Audit Committee, by delivering a certifiable notice to each permanent member, at the address that all such members shall communicate to the Company upon acceptance of their appointments. Audit Committee meetings must be called no less than 72 (seventy two) hours in advance. The Audit Committee functions with the absolute majority of its members present, either in person and/or communicated by means that allow the simultaneous transmission of sound, images and words. Decisions shall be adopted by the vote of the majority of the members who participated at the meeting either in person and/or communicated by means that allow the simultaneous transmission of sound, images and words. In case of a draw, the chairman's or the vice chairman vote shall decide. Resolutions of the Audit Committee shall be registered in the respective book and be signed by all members who participated at the meeting and by the representative of the supervisory committee. If any members participate remotely, the minutes of the Audit Committee meeting shall be drafted and signed within five (5) business days of the celebration of the meeting by the members who were present in person at the meeting, or by the president and the representative of the supervisory committee if all members participated remotely. The supervisory committee shall expressly state that the decisions were validly adopted by the Audit Committee. The duties and obligations of the Audit Committee shall be those set forth under the corresponding laws and their implementing regulations, as amended.
ARTICLE TWENTY-THREE: Shareholders' Meetings shall be chaired by the Chairman of the Board of Directors or by the person appointed by the shareholders at such Shareholders' Meeting. Shareholders' Meetings shall be convened simultaneously on first and second call in the manner established under section 237 of law No. 19,550, except for the call for the Extraordinary Shareholders' Meetings as from the moment the Company is authorized to offer publicly and/or list all or part of its shares in the Republic of Argentina and/or in foreign jurisdictions. However, in the case of Shareholders' Meetings called to elect directors, the Shareholders' Meeting on second call shall be held five business days after the date that the Meeting was to be held on first call. Once the Company is authorized to offer publicly and/or list all or part of its shares, the calls for Shareholders' Meetings shall be published no less than twenty (20) calendar days and no more than forty five (45) calendar days before the date set for the Meeting. The terms indicated above shall be counted as from the last publication.
All Shareholders' meetings (General, Special, by Class, Ordinary, Extraordinary) may be celebrated remotely with the use of a communication channel that allows the simultaneous transmission of sound, images and words, in compliance with the requirements of effective regulations, including, without limitation, the Rules of the Argentine Securities Commission.
In the case of Shareholders' meetings held remotely, the minutes will be drafted and signed no later than five (5) business days after the date of the Shareholders' Meeting, by the president of such meeting, by two shareholders appointed for such purpose and by the representative of the Supervisory Committee, who will state that all decisions have been lawfully adopted.
Subject to applicable law, the Company may hold Shareholders' Meetings: (i) exclusively in person; (ii) exclusively remotely and/or, (iii) in mixed format, admitting the simultaneous participation of the shareholders either in person or remotely. Whenever shareholders are allowed to participate remotely, the participating shareholders may be in any location, inside or outside the jurisdiction of the Company's headquarters, inside or outside the country, and the minutes shall state the participants, in what capacity they participated, the place from which they are connected, and technical means used. The minutes shall include the statements and tally the votes and abstentions of the shareholders that participated in person and those that participated remotely. The Supervisory Committee, through its representative at the meeting, shall state for the record that all applicable legal requirements have been fulfilled.
ARTICLE TWENTY-FOUR: Quorum and majority requirements shall be those provided under Articles 243 and 244 of Law No. 19,550 depending on the type of Shareholders' meeting, whether it is a first call or a second call, and depending on the items on the agenda, both for General Shareholders' meetings and for the Meetings of Shareholders of a given class. In the case of remote or mixed Shareholders' meetings, for the purpose of quorum and majorities, both shareholders that participate in person and/or remotely shall be counted.
In the case of Extraordinary Shareholders' Meetings on second call, such meeting shall be considered open irrespective of the number of voting shareholders present at the meeting-whether they participate in person and/or remotely-except as provided below with respect to the treatment and approval of the matters detailed under points 1) to (and including) 3) of this Article Twenty-Four. Equity increases above the thresholds provided under Section 188 of Law No. 19,550 shall be approved at Extraordinary Shareholders' Meetings, except as provided under Article Four, point (b). Only for as long as the "Class C" common shares represent no less than 5% of the aggregate equity of the Company, the following matters shall necessarily be approved at an Extraordinary Shareholders' Meeting (for which purpose, quorum on second call shall require the presence of voting shares representing no less than 50% of the aggregate equity of the Company, either in person and/or remotely depending on the form of the relevant Shareholders' meeting): (1) the merger, spin-off, reorganization, winding-up and/or voluntary liquidation of the Company that shall result in (i) the transfer to a third party of assets owned by the Company, or (ii) the increase in the interest held by a third party in the equity of the Company, through either the transfer of assets and/or the increase in the participation in the equity of the Company for a value of more than (a) two hundred million US dollars (USD 200,000,000) or its equivalent in another currency, and (b) 6.67% of the Company's Capitalization Value; (2) the issuance of shares of the Company or securities convertible into shares that represent the equity of the Company (except with respect to such shares that, in the event of a vote in favor of an equity capital increase, the shareholders decide to issue in order to give them to employees of the Company or of one or more of its subsidiaries, pursuant to Article Six, and except if they are shares and/or convertible securities issued in a public offering in which all such shares and/or securities are subscribed by persons that are not shareholders of the Company) (i) when such subscription by third parties that are not shareholders, or by shareholders that are not Original Holders of shares of the Company in exercise of their preemptive (but not accretion) rights, shall result in a gross amount for the Company (and in the case of options or warrants, the sum of their exercise prices) that for each fiscal year as a whole exceeds the greater of: (a) two hundred million US dollars (USD 200,000,000), or its equivalent in another currency or (b) 6.67% of the Company's Capitalization Value, (ii) except for "Class A" shares, securities that entitle their holder to more than one vote per share to the extent permitted by applicable legislation, or (iii) in respect of which the Company's shareholders do not have preemptive rights and (3) the amendment of these Bylaws. The Supervisory Committee shall certify, at the request of the shareholders at a Shareholders' Meeting or of any shareholder, that the amounts involved in the operations or transactions approved at the Shareholders' Meeting do not exceed the amounts, percentages and/or coefficients detailed under this Article Twenty-Four. The certification of the Supervisory Committee shall be fully valid vis-á-vis third parties, notwithstanding the liability of its members if they acted knowing that those amounts, percentages and/or coefficients had been exceeded. For purposes of this Article Twenty-Four, the term "Company's Capitalization Value" means the amount obtained from multiplying the number of the Company's outstanding common shares as of the date of the relevant transaction, by the average closing price resulting from the daily trading volume of the Company's common shares on whatever stock exchange that in the previous year was the main market in which the Company's common shares were traded during the twenty (20) calendar days of trading immediately preceding the twentieth day prior to the closing of the relevant transaction."
In addition, to authorize Messrs Ernesto José Tissone, Juan Pablo Lazarús del Castillo, Pablo María Girado, Martín Guillermo Ríos and Mrs. Eugenia Prieri Belmonte, Teresita de Carabassa and María Lucila Romero to carry out all necessary steps in order to obtain the administrative agreement of the CNV and subsequent registration before the Inspección General de Justicia.
Enquiries:
Ms. Samantha Lee Olivieri
Head of Investor Relations
www.cvh.com.ar
Email: ir@cvh.com.ar
Tel: (+54 11) 4309 - 3417