17 Apr 2019 08:33
CABLEVISIÓN HOLDING S.A.
Cablevisión Holding Enters into Voting Trust
On 16 April 2019, Cablevisión Holding S.A. (the "Company" or "CVH") supplemented the information provided on 7 July 2017 to the Argentine Securities Commission and the Buenos Aires Stock Exchange, reporting that on 15 April 2019, pursuant to the Telecom Argentina S.A. ("Telecom") shareholders' agreement dated as of 7 July 2017 by and among the Company, VLG Argentina LLC (today, as a result of its re-domiciliation in Argentina, VLG S.A.U.), Fintech Telecom LLC, Fintech Media LLC, Fintech Advisory Inc. and GC Dominio S.A. (the "Shareholders' Agreement"), the Company, its subsidiary VLG S.A.U., Fintech Advisory Inc. ("FAI"), Fintech Telecom LLC ("FT", and together with FAI, the "Fintech Parties"), Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro and David Manuel Martínez Guzmán, have entered into a voting trust agreement (the "Voting Trust") whereby the voting rights of all the shares contributed to the trust, together with the shares of Telecom that are held directly or indirectly by the Company, shall represent fifty per cent (50%) plus two shares of Telecom, and such voting rights shall be exercised as indicated below, so that, with respect to all matters that are not Veto Matters (as such term is defined below), fifty per cent (50%) plus two shares of Telecom will follow the vote of the Company or will be voted as directed by the Company. Pursuant to the Voting Trust, a) FT contributes to the Voting Trust the bare title-including voting rights-over 235,177,350 common, book entry, Class A Shares with a nominal value of Ps. 1 each and granting 1 vote per share, issued by Telecom (the "Fintech Shares in Trust") reserving for itself the usufruct over the Fintech Shares in Trust pursuant to Article 2134(b) and 2129 of the National Civil and Commercial Code and Article 218 of Law No. 19,550, which includes the economic rights inherent to the shares, including, as a mere example, the right to collect dividends in cash or in kind, the right to the proceeds of the liquidation of Telecom and the right to receive the shares that correspond to the Fintech Shares in Trust in the case of capitalization of reserves. b) VLG S.A.U., a subsidiary of the Company, contributes to the Voting Trust, the bare title-including the voting rights-over 235,177,350 common, book entry, Class D Shares with a nominal value of Ps. 1 each and granting 1 vote per share, issued by Telecom (the "CVH Shares in Trust") reserving for itself the usufruct over the CVH Shares in Trust pursuant to Article 2134(b) and 2129 of the National Civil and Commercial Code and Article 218 of Law No. 19,550, which includes the economic rights inherent to the shares, including, as a mere example, the right to collect dividends in cash or in kind, the right to the proceeds of the liquidation of Telecom and the right to receive the shares that correspond to the CVH Shares in Trust in the case of capitalization of reserves. The Trustees are Messrs. Héctor Horacio Magnetto and David Manuel Martínez Guzmán (together with Mr. Héctor Horacio Magnetto, the "Trustees"), who may be replaced in the events and by the persons indicated in the Voting Trust. The beneficiaries of the Voting Trust are the Company, VLG S.A.U. and Fintech Telecom, as applicable, as holders of the Trust Interests, as such term is defined under the Voting Trust. The exercise of the voting rights shall be as follows: (i) with respect to the matters that qualify as "Veto Matters" (except as provided in the Voting Trust with respect to the shareholders' meeting to be held on 24 April 2019) as such term is defined in the Shareholders' Agreement (each, a "Veto Matter"), the Trustee entitled to exercise the voting rights shall be Mr. David Manuel Martínez Guzmán (directly or through the attorney in fact that he may appoint) or whoever duly replaces him as Trustee in accordance with the terms of the Voting Trust who shall exercise the voting rights in the same manner that FT votes its shares or as instructed by FT, (ii) with respect to any other matter, the Trustee entitled to exercise the voting rights shall be Mr. Héctor Horacio Magnetto (directly or through the attorney in fact that he may appoint) or whoever duly replaces him as Trustee in accordance with the terms of the Voting Trust who shall exercise the voting rights in the same manner that CVH votes its shares or as instructed by CVH. The Voting Trust shall terminate at the earlier of: (i) 30 June 2030, (ii) upon the occurrence of an "Anticipated Termination Event" as such term is defined in the Shareholders' Agreement, or (iii) upon the unilateral instruction of the Company, delivered in writing to the Trustees. Upon termination of the Voting Trust, the bare title to the shares contributed by VLG S.A.U. and Fintech Telecom shall revert to such companies, or to the persons to which they may have transferred the shares in accordance with the terms of the Voting Trust. The Voting Trust shall be governed by the law of the State of New York, United States of America.
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