30 Apr 2018 07:00
Cablevisión Holding S.A.
Cablevisión Holding Holds Annual Ordinary Shareholders' Meeting
Buenos Aires, Argentina, April 30, 2018 - Cablevisión Holding S.A. ("CVH" or "the Company" - BCBA: CVH; LSE: CVH) announced today that on April 27, 2018, Cablevisión Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 26 April 2018 the Company had held its Annual Ordinary Shareholders' Meeting, with a quorum of 96.2% of the Company's issued and outstanding capital stock and 98.15% of the votes. The Company stated, for the record, that in the calculation of quorum, it had not included the 1,578 treasury shares currently outstanding pursuant to Article 221 of the General Law of Business Companies. At the shareholders' meeting, the shareholders decided as follows:
1) Appointment of two (2) shareholders to draft and sign the meeting minutes.
Unanimously by 364,792,144 votes, the shareholders appointed the representatives of the shareholders "Aranlú S.A." and "GC Dominio S.A." 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 the first, irregular, eight-month fiscal year ended 31 December 2017.
Unanimously by 364,792,144 votes, the shareholders approved the accounting documents corresponding to the irregular eight-month fiscal year ended 31 December 2017, the Informative Overview and the Additional Information relating to the Notes to the Financial Statements for the abovementioned year, the Consolidated Financial Statements as of the same date and the Report of the Supervisory Commission.
3) Consideration of the performance of the members of the Board of Directors.
Unanimously by 364,792,144 votes the shareholders approved 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 2017. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2018, 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.
Unanimously by 363,201,132 votes (with 1,591,012 abstentions), the shareholders (i) approved the amount of Ps. 1,872,000 proposed by the Board of Directors as compensation for the year ended 31 December 2017, and (ii) authorised the Board of Directors to pay advances on compensation for fiscal year 2018, 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, for up to Ps. 12,840,000.
5) Consideration of the performance of members of the Supervisory Committee.
Unanimously by 364,792,144 votes the shareholders approved the performance of the members of the Supervisory Committee for the fiscal year ended 31 December 2017.
6) Consideration of the compensation of the members of the Supervisory Committee for the fiscal year ended 31 December 2017. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2018, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.
Unanimously by 363,201,132 votes (with 1,591,012 abstentions), the shareholders approved the waiver of fees presented by the members of the Supervisory Commission, the proposal of the Board of Directors and authorised the Board of Directors to pay advances in the amount of Ps. 774,000 to each of the members of the Supervisory Committee for fiscal year 2018, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the members of the Supervisory Committee, for up to Ps. 774,000 each.
7) Consideration of the application of the Company's Retained Earnings as of 31 December 2017, which are of Ps. 1,616,204,146. The Board of Directors proposes that such amount be allocated to the creation of an Optional Reserve to meet financial obligations.
Unanimously by 364,792,144 votes the shareholders approved the proposed allocation of the retained earnings for the year, resulting in the creation of an Optional Reserve to meet financial obligations.
8) Appointment of the members and alternate members of the Board of Directors.
The shareholders held sessions as special shareholders' meeting of the common Class A, Class B and Class C shares, respectively and in that order.
Unanimously by 238,768,105 shares, Messrs. Sebastián Bardengo, Ignacio José María Sáenz Valiente, Marcela Noble Herrera, Marcia Ludmila Magnetto, Lucio Andrés Pagliaro and Antonio Román Aranda were appointed as Directors for the "Class A" shares and Messrs. Damián Fabio Cassino, Nicolás Sergio Novoa, Sebastián Ricardo Frabosqui and las Mmes. María Lucila Romero, María de los Milagros Páez and Claudia Irene Ostergaard were appointed as Alternate Directors for the "Class A" shares. The Company informed that all of the Directors proposed by the Class A shares are non-independent.
By the majority vote of 92,891,841 shares (with 3,241,715 negative votes and 18,107,606 abstentions), the shareholders voted to re-elect Messrs Nelson Damián Pozzoli and Alan Whamond as Directors for the "Class B" shares and Messrs. Alejandro Río and Fernando Domenech as Alternate Directors for the "Class B" shares. Pursuant to the Rules of the Argentine Securities Commission, the Company informed that all of the Directors proposed by the Class B shares are independent.
Unanimously by 11,782,877 shares, the shareholders vote to appoint Messrs. Gonzalo Blaquier and Sebastián Salaber as Directors for the "Class C" shares and Messrs. Jorge Oría and Gervasio Colombres as Alternate Directors for the "Class C" shares and, pursuant to the Rules of the Argentine Securities Commission, the Company informed that all of the Directors are independent.
9) Appointment of the members and alternate members of the Supervisory Committee.
Next, the shareholders again held sessions as special shareholders' meeting of the common Class A shares, the Class A and Class B shares (acting as a single class), and Class C shares.
Unanimously by 238,768,105 shares, the shareholders appointed Mr. Matías Alejandro Fredriks as syndic for the "Class A" shares and Mr. Martín Gillermo Ríos as alternate syndic for said Class. In addition, it was stated for the record that Messrs. Fredriks and Ríos qualifiy as independent under the Rules of the Argentine Securities Commission.
By the majority vote of 143,874,440 shares (with 16,257,029 negative votes and 1,863,314 abstentions), the shareholders votedto appoint Mr. Andrés Riportella as syndic and Mrs. María Celina Catramil as alternate syndic appointed by Classes "A" and "B" acting as a single class. It was stated for the record that Mr. Riportella and Mrs. Catramil qualify as independent pursuant to the Rules of the Argentine Securities Commission.
Unanimously by 11,782,877 votes, the shareholders appointed Mr. Pablo Gabriel San Martín as syndic and Mr. Rubén Suarez as alternate syndic for the Class C shares. It was stated for the record that Messrs. San Martín and Suárez qualify as independent pursuant to the Rules of the Argentine Securities Commission.
10) Approval of the annual budget of the Audit Committee.
Unanimously by 364,792,144 votes the shareholders approved the Board of Directors' proposal and set the annual budget for the functioning of the Audit Committee at Ps. 700,000.
11) Consideration of the fees of the External Auditor for the fiscal year ended 31 December 2017.
Unanimously by 363,201,132 votes (with 1,591,012 abstentions), the shareholders approved the amount of Ps. 1,146,000 as fees for the external auditor for tasks performed during the year ended on 31 December 2017.
12) Appointment of the Company's External Auditor.
Unanimously by 363,702,257 votes (with 1,089,887 abstentions), the shareholders appointed as auditing firm PRICE WATERHOUSE & CO. S.R.L. and Messrs. Carlos Alberto Pace as head certifying accountant and Mr. Marcelo Pfaff, as alternate certifying accountant, both partners of such Firm.
13) Consideration of the approval of a Global Notes Program (the "Program") consisting in the issuance and re-issuance of simple, non-convertible notes under Law No. 23,962, as amended and supplemented (the "Negotiable Obligations Law"), pursuant to which for the duration of the Program, the Company may issue one or more series and/or classes of notes, with the power to issue or re-issue series and/or classes of notes, up to an aggregate outstanding principal amount as of the date of issuance of each class or series, of USD 1,500,000,000-or its equivalent in other currencies or units of value as permitted under applicable law, at a fixed, floating or zero coupon interest rate of with any other return on capital as the Board of Directors may determine, with the minimum and maximum maturities permitted by applicable law; denominated in pesos, in United States dollars or in any other currency or unit of value permitted under applicable law, with or without adjustment clauses or references to indexes permitted by such laws, with common guarantees. The duration of the Program shall be the maximum allowed by applicable law at the time of its authorization by the Argentine Securities Commission, which is currently of five years or any extension thereof permitted by such Commission. Proceeds to be used for any purpose allowed under the Negotiable Obligations Law. Request to authorize the listing and/or trading of the notes issued under the Program with Bolsas y Mercados Argentinos S.A., through the Buenos Aires Stock Exchange and/or Mercado Abierto Electrónico S.A. and or any other securities market in Argentina or abroad.
Unanimously by 364,792,144 votes the shareholders approved the creation of the Program for the issuance and re-issuance of simple, non-convertible notes under Law No. 23,962, as amended by Law No. 23,962 and other amendments and supplemental laws under which, during its term, the Company may issue one or more series and/or classesof notes, with the power to issue or re-issue series and/or classes of notes, up to an aggregate outstanding principal amount as of the date of issuance of each class or series, of USD 1,500,000,000-or its equivalent in other currencies or units of value as permitted under applicable law, at a fixed, floating or zero coupon interest rate of with any other return on capital as the Board of Directors may determine, with the minimum and maximum maturities permitted by applicable law; denominated in pesos, in United States dollars or in any other currency or unit of value permitted under applicable law, with or without adjustment clauses or references to indexes permitted by such laws, with common guarantees. The duration of the Program shall be the maximum allowed by applicable law at the time of its authorization by the Argentine Securities Commission, which is currently of five years or any extension thereof permitted by such Commission.
14) Delegation on the Board of Directors of broad powers to determine and amend the terms and conditions of the Program within the maximum outstanding aggregate principal amount authorised by the shareholders, as well as to establish the opportunities for the issuance and re-issuance of the notes corresponding to each of the series or classes to be issued under the Program and all of their conditions of issuance or re-issuance within the maximum amount and the maturities set by the shareholders, including, without limitation, governing law and jurisdiction; date and currency of issue; nominal amount; price; interest rate; form and conditions of placement and payment; issuance on the form of certificates or book-entry notes, of one or more classes or series, characteristics of the notes or certificates representing the notes; use of proceeds; election of the Trustee, if any, and of any applicable agents, including registration, placement, calculation of payment of each series or class, if any; and to prepare, negotiate, approve, subscribe and present all contracts and documents necessary to implement the Program and the series or classes under the Program; to file for public offering, listing and trading authorizations for the Program and one or more of the classes or series of notes issued under the Program with relevant agencies and markets in the country or abroad that the Board of Directors may determine; and to appoint attorneys in fact to act in the files that may relate with the decisions adopted by the shareholders with respect to the Program. Authorisation to the Board to delegate on some of its members and/or top tier officers of the Company the powers delegated by the shareholders pursuant to Article 1º c) of Chapter II, Title II and Article 44 b) of Chapter V, Title II of the Rules of the Argentine Securities Commission (n.t. 2013).
Unanimously by 364,792,144 votes the shareholders approved the Board of Directors' proposal to delegate on the Board broad powers to determine and amend the terms and conditions of the Program, among other things, as well as sub-delegate on some of its members and/or first-tier managers.
Following the shareholders' meeting, the newly appointed Board of Directors of the Company held a meeting at which Board positions were allocated as follows:
President: Sebastián Bardengo.
Vice-president: Ignacio José María Sáenz Valiente.
Directors: Marcela Noble Herrera, Marcia Ludmila Magnetto, Lucio Andrés Pagliaro, Antonio Román Aranda, Alan Whamond, Gonzalo Blaquier, Sebastián Salaber and Nelson Damián Pozzoli.
Alternate Directors: Damián Fabio Cassino, Nicolás Sergio Novoa, Sebastián Ricardo Frabosqui Díaz, Claudia Irene Ostergaard, María de los Milagros Paez, María Lucila Romero, Alejandro Río, Fernando Domenech, Jorge Oria and Gervasio Colombres.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
Mr. Patricio Gentile
Sr. Analyst of Investor Relations
www.cablevisionholding.com
Email: ir@cablevisionholding.com
Tel: (+54 11) 4309 - 3417