19 Mar 2020 17:13
CABLEVISION HOLDING S.A.
Cablevisión Holding Amends Proposal;
Calls Annual Ordinary and Extraordinary Shareholders' Meeting
On 18 March 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 had held a meeting on that date, at which they resolved:
(A) to amend the proposal made by the Board of Directors in the Annual Report corresponding to the fiscal year ended on 31 December 2019 so that it reads as follows: "(a) that the Company absorb in full the loss yielded by the financial statements of the Company as of 31 December 2019 by the partial reversal of the Optional Reserve for Illiquid Results; and (b) to fully reverse the Optional Reserve for Financial Obligations, created in due course, which as of 31 December 2019 is of Ps. 18,460 and to allocate:
i) Ps. 150,602 to increase the Legal Reserve, which will thus reach 20% of the capital stock plus the balance of the capital adjustment account;
ii) an amount equivalent to USD 12 million at the reference exchange rate of communication 3500 of the Argentine Central Bank at the close of the day on which the Annual Shareholders' Meeting of the Company is held, to the payment of a dividend in freely disposable United States Dollars, given that the Company has a level of cash and cash equivalents in freely disposable dollars that would allow it to satisfy the proposed distribution and face its needs for operating funds and,
iii) considering the negative result yielded by its main subsidiary Telecom Argentina S.A. and the fact that the Company is a holding company, whose level of liquidity depends mainly on the distribution of dividends by the companies in which it participates-which companies must attend their own investment needs and payments of indebtedness-imposing a position of prudence in its management, the Board considered it reasonable to propose to the Shareholders an increase in the Optional Reserve for Illiquid Results for the balance, so to preserve a reasonable level of reserves that would allow the Company to face future needs for funds."
(B) to call the Company's Annual Ordinary and Extraordinary Shareholders' Meeting for 29 April 2020 at 17.00 on first call and only for agenda of the Annual Ordinary Shareholders' Meeting for 7 May 2020 at 17.00 on second call, at Calle Piedras 1743 (not the Company's headquarters), City of Buenos Aires. The Meeting's agenda will be the following:
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 fiscal year No. 3, ended 31 December 2019.
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. 22,606,936 allocated amount) for the fiscal year ended 31 December 2019, 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 that perform technical administrative functions and/or independent directors and/or directors who exercise special commissions for fiscal year 2020, 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 members of the Supervisory Committee. 7) Consideration of the compensation of the members of the Supervisory Committee for the fiscal year ended 31 December 2019. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2020, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.
8) Consideration of the application of the Company's Retained Earnings as of 31 December 2019, which yielded a loss of Ps. 3,011 million. The Board of Directors proposes that such loss be absorbed in full pursuant to Article 11, Chapter III, Title IV of the Rules of the Argentine Securities Commission (as restated in 2013) by partially reversing the Optional Reserve for Illiquid Results.
9) Consideration of the full reversion of the Optional Reserve for Financial Obligations, which as of 31 December 2019 is of Ps. 18,460 and that the funds from such reversion be allocated: i) Ps. 150,602 to increase the Legal Reserve, which will thus reach 20% of the capital stock plus the balance of the capital adjustment account; ii) an amount equivalent to USD 12 million at the reference exchange rate of communication 3500 of the Argentine Central Bank at the close of the day on which the Annual Shareholders' Meeting of the Company is held, to the payment of a dividend in freely disposable United States Dollars and; iii) the balance to increase the Optional Reserve for Illiquid Results, so to preserve a reasonable level of reserves that will allow the Company to face future needs for funds.
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 fiscal year ended 31 December 2019.
14) Appointment of the Company's External Auditor.
At the meeting, the Board of Directors of the Company recommended to propose to the next Annual Ordinary and Extraordinary Shareholders Meeting the appointment as external Auditor of the Company's financial statements for the year ended 31 December 2020 of the firm Price Waterhouse & Co. S.R.L (PWC), with Messrs. Carlos Pace and Alejandro Javier Rosa, and Mr. Reinaldo Sergio Cravero acting as External Auditor and Alternate External Auditors, respectively, all of them members of the firm Price Waterhouse & Co. S.R.L (PWC). The Board also resolved to set the budget of the Company's Audit Committee at Ps. 900,000 for the fiscal year ended 31 December 2020.
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
Tel: (+54 11) 4309 - 3417