23 Mar 2023 15:00
CABLEVISIÓN HOLDING S.A.
CVH Calls Annual Shareholders' Meeting
On 22 March 2023, 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 that date, at which they resolved to call the Company's Annual Ordinary and Extraordinary Shareholders' Meeting for 28 April 2023 at 12.00 on first call and 9 May 2023 at 12.00 on second call (for matters pertinent to the Ordinary Shareholder's Meeting), to be held remotely, 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 economic year No. 6, ended 31 December 2022;
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 (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;
5) Authorisation to the Board of Directors to pay advances on compensation to directors who perform technical administrative functions and/or independent directors and/or directors who participate in special commissions for economic year 2023, 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 the members of the Supervisory Committee;
7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2022;
8) Authorisation to the Board of Directors to pay advances on compensation to the members of the Supervisory Committee 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;
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;
10) Appointment of the members and alternate members of the Board of Directors;
11) Appointment of the members and alternate members of the Supervisory Committee;
12) Approval of the annual budget of the Audit Committee;
13) Consideration of the fees of the External Auditor for the economic year ended 31 December 2022;
14) Appointment of the Company's External Auditor;
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;
16) Approval of the Pre-Merger Commitment executed on 10 March 2023 with VLG S.A.U..
The Board of Directors of the Company also resolved to recommend to the Shareholders i) to appoint certified public accountants Alejandro Javier Rosa, Ezequiel Luis Mirazón and Reinaldo Sergio Cravero-all of them are members of the firm Price Waterhouse & Co. S.R.L (PWC)-as External Auditors; the first of them as the main external auditor and the latter two as alternate external auditors, for the year ending on 31 December 2023, and ii) to set the annual budget of the Company's Audit Committee at Ps. 2,700,000.
Attached as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors of the Company held on 22 March 2023.
Enquiries:
Ms. Samantha Olivieri
Head of Investor Relations
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 22nd day of the month of March, 2023, at 18.00 hours, the Board of Directors of Cablevisión Holding S.A. (the "Company") holds this meeting. Present at the Company's headquarters are the President, Dr. Ignacio R. Driollet, and Messrs. Directors. Ignacio J. M. Sáenz Valiente and Lucio A. Pagliaro. Also present at the Company's headquarters are the members of the Supervisory Commission, Messrs. Pablo San Martín and Lorenzo Calcagno. Participating by videoconference through the Microsoft Teams system pursuant to Article Sixteen of the Company's Bylaws are Mme. Director Marcia L. Magnetto, and Messrs. Directors Antonio R. Aranda, Alan Whamond, Nelson D. Pozzoli, Sebastian Salaber, Gonzalo Blaquier. With sufficient quorum, the President, Dr. Ignacio Driollet, declares the meeting open and submits to the consideration of those present the first point of the agenda 1) Calling of the Annual Ordinary and Extraordinary Shareholders' Meeting. The President continues to speak and states that, pursuant to applicable laws and bylaw provisions, this Board of Directors must call an Annual Shareholders' Meeting in order to consider, among other items, 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. In addition, the President continues, given that on this date the Company's subsidiary Telecom Argentina S.A. has announced to the market the inclusion in the agenda of its shareholders' meeting the delegation of powers to grant its board as much flexibility as possible to eventually reverse its optional reserves to distribute dividends in cash or in kind or in any combination of both alternatives, and if the board [of Telecom Argentina S.A.] so decides, after collecting dividends, the Company will have excess liquidity, it would be convenient, should the shareholders of the subsidiary resolve in favour of such delegation of powers on the board to reverse the reserve and pay dividends, [for this Board] to propose to the shareholders of the Company to delegate powers on the Board of Directors so that it has the same flexibility to eventually reverse the reserve and to pay dividends, in order to minimise the fluctuation in the value of the bonds that it receives [from its subsidiary]. Therefore, the President motions specifically that the Board call the Annual Ordinary and Extraordinary General Shareholders' Meeting for 28 April 2023 at 12.00 on first call and 9 May 2023 at 12.00 on second call (for matters pertinent to the Ordinary Shareholder's Meeting), to be held remotely, in order to consider the following points of the 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 economic year No. 6, ended 31 December 2022; 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 (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; 5) Authorisation to the Board of Directors to pay advances on compensation to directors who perform technical administrative functions and/or independent directors and/or directors who participate in special commissions for economic year 2023, 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 the members of the Supervisory Committee; 7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2022; 8) Authorisation to the Board of Directors to pay advances on compensation to the members of the Supervisory Committee 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; 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 reversing partially 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; 10) Appointment of the members and alternate members of the Board of Directors; 11) Appointment of the members and alternate members of the Supervisory Committee; 12) Approval of the annual budget of the Audit Committee; 13) Consideration of the fees of the External Auditor for the economic year ended 31 December 2022; 14) Appointment of the Company's External Auditor; 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; 16) Approval of the Pre-Merger Commitment executed on 10 March 2023 with VLG S.A.U. The Shareholders' Meeting will be held remotely using the Microsoft Teams system, which (i) will guarantee the participation of all the shareholders, with the right to speak and to vote, (ii) will allow for the simultaneous broadcast of sound, images and words, and (iii) will allow the recording of the meeting in digital support. The Company will send to all shareholders that communicate their attendance to the e-mail address Asamblea@cvh.com.ar, the link and instructions on how to access the system, together with instructions about the development of the Shareholders' Meeting. The motion is submitted to a vote and approved unanimously. The Board also unanimously resolves to authorise the President and/or the Vice President to make the [required] publications to call the Shareholders' Meeting as well as any other publications or notices that may be necessary in order to comply with applicable law. Next, [the Board] considers the second point of the agenda: 2) Proposal for the appointment of External Auditors: The President speaks and states that, pursuant to applicable law, the Shareholders must consider the appointment of external auditors. Therefore, Mr Driollet states that it would be convenient, and he so motions, that the Board propose to the Shareholders at the next Annual Ordinary and Extraordinary General Shareholders' Meeting, the appointment of certified public accountants Alejandro Javier Rosa, Ezequiel Luis Mirazón and Reinaldo Sergio Cravero-all of them are members of the firm Price Waterhouse & Co. S.R.L (PWC)-as External Auditors; the first of them as the main external auditor and the latter two as alternate external auditors. The motion is submitted to a vote and approved unanimously. In addition, this resolution shall be informed to the Audit Committee so that they may issue the corresponding opinion pursuant to applicable law. Next, [the Board] considers the third point of the agenda: 3) Proposal of the Audit Committee's Budget for economic year No. 7, ending on 31 December 2023. Mr. Director Antonio Aranda asks to speak and informs the directors present at the meeting that the Company´s Audit Committee has sent the Company a note, signed by its president, that proposes that the annual budget for [the committee] to fulfil its functions be set at Ps. 2,700,000. Mr. Aranda states that such budget must be considered by the shareholders at the Annual Ordinary and Extraordinary General Shareholders' Meeting called under the above point of the agenda. Considering the duties of the Audit Committee and the details set forth in its Action Plan, [the Board] unanimously resolves to propose to the Shareholders that the annual budget of the Audit Committee be set at Ps. 2,700,000. Finally, the President asks Mr. Pablo San Martín-President of the Supervisory Committee-to take the floor, and [Mr. San Martín] states for the record that Mme. Director Marcia L. Magnetto and Messrs. Directors Antonio R. Aranda, Alan Whamond, Nelson D. Pozzoli, Sebastian Salaber, Gonzalo Blaquier participated by video teleconference using the Microsoft Teams system, and voted regularly the various points of the agenda of this meeting in line with article sixteen of the Company's Bylaws. With no more matters to consider, the meeting is adjourned at 18.45 hours.
Signatories:
Directors present at the meeting: Ignacio R. Driollet, Ignacio J. M. Sáenz Valiente and Lucio A. Pagliaro.
Directors participating remotely: Marcia L. Magnetto, Nelson D. Pozzoli, Alan Whamond, Sebastián Salaber, Antonio R. Aranda, Gonzalo Blaquier.
Supervisory Committee: Pablo San Martín and Lorenzo Calcagno.