2 May 2019 15:38
CABLEVISION HOLDING S.A.
Cablevisión Holding Calls Extraordinary Shareholders' Meeting
On 30 April 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, as instructed by the shareholders at the Annual Ordinary Shareholders' Meeting of 25 April 2019, had held a meeting on 30 April 2019 at which they resolved to call an Extraordinary Shareholders' Meeting on 31 May 2019, to be held on first call at 15.00hs, at Calle Piedras 1743 in the City of Buenos Aires (not the Company's headquarters), in order to consider the following points of the agenda, 1) Appointment of two shareholders to sign the meeting minutes, 2) 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.
Attached below as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors held on 30 April 2019.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
Mr. Valentina López
Sr. Analyst 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 30th day of the month of April 2019, at 17.00 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. The President, Mr. Sebastian Bardengo, opens the meeting and submits the following point of the Agenda to the consideration of those present: Consideration of the matter decided a the General Ordinary Shareholders' Meeting held on 25 April 2019 (the "Shareholders' Meeting"). Proposal of the Board with respect to the seventh point of the agenda of the Shareholders' Meeting. Calling of a General Extraordinary Shareholders' Meeting in compliance with the instructions of the Shareholders. The President speaks and states that, given that a difference of opinion arose at the Shareholders' Meeting in connection with the interpretation of the last paragraph of Article 70 of the General Companies Law, in order to avoid further debate or potential challenges, and in spite of the fact that the Shareholders' Meeting had a quorum of 95.36% of the equity capital and 97.75% of the votes of the Company, the shareholders decided, by a majority of the votes present at the Shareholders' Meeting, to instruct the Board of Directors to call an Extraordinary Shareholders' Meeting for the sole purpose of considering point 7 of the agenda. In that regard, the Board of Directors wishes to state for the record, that on 19 March 2019, it called the Shareholders to the abovementioned Shareholders' Meeting in order to consider, among other matters, 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 and the application of the results of such year. At the time when it called the Shareholders' Meeting, with respect to the seventh point of the agenda "Consideration of the application of the Company's Retained Earnings as of 31 December 2018, (Ps. 58,339 million)", the Board of Directors, abiding by: (i) the financial commitments made by the Company that prevent it from distributing dividends, (ii) the provisions of the General Companies Law set forth in its Art. 70 second paragraph with respect to the creation of reserves, and (iii) Article 27 of Chapter II of Title II of the Rules of the Argentine Securities Commission (which provides that shareholders' meetings of companies whose financial statements show positive retained earnings that are not subject to restrictions on distributions, shall adopt an express resolution about the allocation of [retained earnings] to the distribution of cash dividends; capitalization with delivery of liberated shares and/or creation of optional reserves), proposed: (a) 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, and (b) to increase the amount of the Optional Reserve for Financial Obligations and the Reserve for Illiquid results (which reserves had already been duly created by the decision of the shareholders called to an Extraordinary Shareholders' Meeting pursuant to Article 70 of the General Companies Law). Also, in addition, the Board of Directors propose at that time to re-allocate in full the amounts of the reserves detailed below to the Optional Reserve for Illiquid Results: (1) the Optional Reserve for Future Dividends, (2) the Optional Reserve to guarantee the liquidity of the Company and its subsidiaries and (3) the Reserve for financial assistance to subsidiaries and the media law. Consequently, pursuant to the instruction of the Shareholders, the President motions specifically to call the Shareholders to an Extraordinary Shareholders' Meeting for 31 May 2019 to be held on first call at 15.00hs at Calle Piedras in the City of Buenos Aires (not the Company headquarters), in order to consider the following points of the agenda: 1) Appointment of two shareholders to sign the meeting minutes, 2) 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. The motion was submitted to a vote and approved unanimously. Also, the Board of Directors authorised the President and/or Vice-President to publish the notices calling the Shareholders' Meeting. With no further items to discuss, the meeting is adjourned at 18.00 hours.
These Minutes are signed by:
Directors: Sebastián Bardengo; Ignacio José María Sáenz Valiente, Marcela Noble Herrera, Lucio Andrés Pagliaro, Antonio Román Aranda, Nelson Damián Pozzoli, Alan Whamond, Gonzalo Blaquier and Sebastián Salaber.
Members of the Supervisory Committee: Guillermo Gonzalez Rosas; Alberto César José Menzani; and Pablo Gabriel San Martín.