GCLA.L Regulatory News (GCLA)

Current Text

Proposed Text

ARTICLE TWENTY-ONE: As from the moment the Company is authorized to offer publicly and/or list all or part of its shares in the Republic of Argentina and/or in foreign jurisdictions, the Company shall have an Audit Committee pursuant to Law No. 26,831 and its implementing regulations, which shall be composed by three (3) members of the Board of Directors with experience in business, financial or accounting matters. The majority of the permanent and alternate members of the Audit Committee, shall meet the independence requirements set forth under the Regulations of the Argentine Securities Commission. The Board of Directors shall appoint alternate members in equal or fewer number as the permanent members and for the same term in order to fill any vacancies that may occur, following the order of their appointment, in which case the replacement will be automatic. Members of the Audit Committee shall serve for a period of one fiscal year. At its first meeting, the Audit Committee shall appoint a chairman and a vice chairman, who shall replace the chairman in case of absence, impediment, disability or death of the former. The Audit Committee shall meet at least once every three months. It shall also meet at the request of any of its members. Meetings shall be called by the chairman or vice chairman of the Audit Committee, by delivering a certifiable notice to each permanent member, at the address that all such members shall communicate to the Company upon acceptance of their appointments. Audit Committee meetings must be called no less than 72 (seventy two) hours in advance. The Audit Committee functions with the absolute majority of its members present, either in person and/or communicated by means that allow the simultaneous transmission of sound, images and words. Decisions shall be adopted by the vote of the majority of the members who participated at the meeting. In case of a draw, the chairman or by the vice chairman's vote shall decide. Resolutions of the Audit Committee shall be registered in the respective book and be signed by all members who participated at the meeting. In case of members participating at a distance, the supervisory committee shall expressly state that the decisions were validly adopted by the Audit Committee. The duties and obligations of the Audit Committee shall be those set forth under the corresponding laws and their implementing regulations, as amended.

ARTICLE TWENTY-ONE: As from the moment the Company is authorized to offer publicly and/or list all or part of its shares in the Republic of Argentina and/or in foreign jurisdictions, the Company shall have an Audit Committee pursuant to Law No. 26,831 and its implementing regulations, which shall be composed by three (3) members of the Board of Directors with experience in business, financial or accounting matters. The majority of the permanent and alternate members of the Audit Committee, shall meet the independence requirements set forth under the Regulations of the Argentine Securities Commission. The Board of Directors shall appoint alternate members in equal or fewer number as the permanent members and for the same term in order to fill any vacancies that may occur, following the order of their appointment, in which case the replacement will be automatic. Members of the Audit Committee shall serve for a period of one fiscal year. At its first meeting, the Audit Committee shall appoint a chairman and a vice chairman, who shall replace the chairman in case of absence, impediment, disability or death of the former. The Audit Committee shall meet at least once every three months. It shall also meet at the request of any of its members. Meetings shall be called by the chairman or vice chairman of the Audit Committee, by delivering a certifiable notice to each permanent member, at the address that all such members shall communicate to the Company upon acceptance of their appointments. Audit Committee meetings must be called no less than 72 (seventy two) hours in advance. The Audit Committee functions with the absolute majority of its members present, either in person and/or communicated by means that allow the simultaneous transmission of sound, images and words. Decisions shall be adopted by the vote of the majority of the members who participated at the meeting either in person and/or communicated by means that allow the simultaneous transmission of sound, images and words. In case of a draw, the chairman or the vice chairman's vote shall decide. Resolutions of the Audit Committee shall be registered in the respective book and be signed by all members who participated at the meeting. In case of If any members participating participate remotely, the minutes resolutions of the Audit Committee meeting shall be drafted and signed within five (5) business days of the celebration of the meeting by the members who were present in person at the meeting, or by the president and the representative of the supervisory committee if all members participated remotely at a distance. The supervisory committee shall expressly state that the decisions were validly adopted by the Audit Committee. The duties and obligations of the Audit Committee shall be those set forth under the corresponding laws and their implementing regulations, as amended.

ARTICLE TWENTY-TWO: Oversight of the Company will be through a Supervisory Committee that is composed by three (3) permanent members and three (3) alternate members, who shall replace the permanent ones in the manner determined by the Shareholders' Meeting. For as long as the participation of the "Class C" common shares does not fall below 5%, one (1) permanent member and one (1) alternate member of the Supervisory Committee shall be elected by the holders of the "Class C" common shares. The holders of "Class A" common shares shall elect one (1) permanent member and one (1) alternate member of the Supervisory Committee and the other member(s) shall be elected by the holders of "Class A" common shares and "Class B" book-entry common shares, voting as a single class. The permanent and alternate members of the Supervisory Committee shall serve for a period of one fiscal year and may be re-elected. Quorum for a meeting of the Supervisory Committee shall be the majority of its members and matters shall be decided by the vote of a majority of those present at the meeting. At its first meeting, the Supervisory Committee shall appoint a chairman and a vice chairman, who shall replace the former in case of absence, disability or impediment.

ARTICLE TWENTY-TWO: Oversight of the Company will be through a Supervisory Committee that is composed by three (3) permanent members and three (3) alternate members, who shall replace the permanent ones in the manner determined by the Shareholders' Meeting. For as long as the participation of the "Class C" common shares does not fall below 5%, one (1) permanent member and one (1) alternate member of the Supervisory Committee shall be elected by the holders of the "Class C" common shares. The holders of "Class A" common shares shall elect one (1) permanent member and one (1) alternate member of the Supervisory Committee and the other member(s) shall be elected by the holders of "Class A" common shares and "Class B" book-entry common shares, voting as a single class. The permanent and alternate members of the Supervisory Committee shall serve for a period of one fiscal year and may be re-elected. Quorum for a meeting of the Supervisory Committee shall be the majority of its members either in person and/or communicated by means that allow the simultaneous transmission of sound, images and words and matters shall be decided by the vote of a majority of those present at participating in the meeting either in person and/or communicated by means that allow the simultaneous transmission of sound, images and words, in compliance with the requirements set forth under applicable law, including, without limitation, the Rules of the Argentine Securities Commission. If all members participated remotely, the minutes shall be signed by the president of the committee. At its first meeting, the Supervisory Committee shall appoint a chairman and a vice chairman, who shall replace the former in case of absence, disability or impediment.

ARTICLE TWENTY-THREE: Shareholders' Meetings shall be chaired by the Chairman of the Board of Directors or by the person appointed by the shareholders at such Shareholders' Meeting. Shareholders' Meetings shall be convened simultaneously on first and second call in the manner established under section 237 of law No. 19,550, except for the call for the Extraordinary Shareholders' Meetings as from the moment the Company is authorized to offer publicly and/or list all or part of its shares in the Republic of Argentina and/or in foreign jurisdictions. However, in the case of Shareholders' Meetings called to elect directors, the Shareholders' Meeting on second call shall be held five business days after the date that the Meeting was to be held on first call. Once the Company is authorized to offer publicly and/or list all or part of its shares, the calls for Shareholders' Meetings shall be published no less than twenty (20) calendar days and no more than forty five (45) calendar days before the date set for the Meeting. The terms indicated above shall be counted as from the last publication.

ARTICLE TWENTY-THREE: Shareholders' Meetings shall be chaired by the Chairman of the Board of Directors or by the person appointed by the shareholders at such Shareholders' Meeting. Shareholders' Meetings shall be convened simultaneously on first and second call in the manner established under section 237 of law No. 19,550, except for the call for the Extraordinary Shareholders' Meetings as from the moment the Company is authorized to offer publicly and/or list all or part of its shares in the Republic of Argentina and/or in foreign jurisdictions. However, in the case of Shareholders' Meetings called to elect directors, the Shareholders' Meeting on second call shall be held five business days after the date that the Meeting was to be held on first call. Once the Company is authorized to offer publicly and/or list all or part of its shares, the calls for Shareholders' Meetings shall be published no less than twenty (20) calendar days and no more than forty five (45) calendar days before the date set for the Meeting. The terms indicated above shall be counted as from the last publication.

All Shareholders' Meetings (General, Special, by Class, Ordinary, Extraordinary) may be celebrated remotely with the use of a communication channel that allows the simultaneous transmission of sound, images and words, in compliance with the requirements of effective regulations, including, without limitation, the Rules of the Argentine Securities Commission.

In the case of Shareholders' meetings held remotely, the minutes will be drafted and signed no later than five (5) business days after the date of the Shareholders' Meeting, by the president of such meeting, by two shareholders appointed for such purpose and by the representative of the Supervisory Committee, who will state that all decisions have been lawfully adopted.

Subject to applicable law, the Company may hold Shareholders' Meetings: (i) exclusively in person; (ii) exclusively remotely and/or, (iii) in mixed format, admitting the simultaneous participation of the shareholders either in person or remotely. Whenever shareholders are allowed to participate remotely, the participating shareholders may be in any location, inside or outside the jurisdiction of the Company's headquarters, inside or outside the country, and the minutes shall state the participants, in what capacity they participated, the place from which they are connected, and technical means used. The minutes shall include the statements and tally the votes and abstentions of the shareholders that participated in person and those that participated remotely. The Supervisory Committee, through its representative at the meeting, shall state for the record that all applicable legal requirements have been fulfilled.

ARTICLE TWENTY-FOUR: Quorum and majority requirements shall be those provided under Sections 243 and 244 of law No. 19,550, depending on the type of Shareholders' Meeting, whether it is a first call or a second call, and depending on the items on the agenda, both for general Shareholders' Meetings and for the Meetings of Shareholders of a given class, except for the quorum requirement for Extraordinary Shareholders' Meetings on second call, which shall be deemed achieved irrespective of the number of voting shareholders present at the meeting, except as provided below with respect to the treatment and approval of the matters detailed under points 1) to (and including) 4) of this Article Twenty-Four. Equity increases above the thresholds provided under Section 188 of law No. 19,550 shall be approved at Extraordinary Shareholders' Meetings, except as provided under Article Four, point (b). Only for as long as the "Class C" common shares represent no less than 5% of the aggregate equity of the Company, the following matters shall necessarily be approved at an Extraordinary Shareholders' Meeting (for which purpose, quorum on second call shall require the presence of voting shares representing no less than 50% of the aggregate equity of the Company): (1) the merger, spin-off, reorganization, winding-up and/or voluntary liquidation of the Company and/or the Relevant Operating Companies that shall result in (i) the transfer to a third party of assets owned by the Company and/or by Relevant Operating Companies, or (ii) the increase in the interest held by a third party in the equity of the Company and/or the Relevant Operating Companies, in either case, through the transfer of assets and/or the increase in the participation in the equity of the Company for a value of more than (a) one hundred million dollars (USD 100,000,000) or its equivalent in another currency, and (b) 6.67% of the Company's Capitalization Value; (2) the issuance of shares of the Company or securities convertible into shares that represent the equity of the Company (except with respect to such shares that, in the event of a vote in favor of an equity capital increase, the shareholders decide to issue in order to give them to employees of the Company or of one or more of its subsidiaries, pursuant to Article Six, and except if they are shares and/or convertible securities issued in a public offering in which all such shares and/or securities are subscribed by persons that are not shareholders of the Company) (i) when such subscription by third parties that are not shareholders, or by shareholders that are not Original Holders of shares of the Company in exercise of their preemptive (but not accretion) rights, shall result in a gross amount for the Company (and in the case of options or warrants, the sum of their exercise prices) that for each fiscal year as a whole exceeds the greater of: (a) one hundred million US dollars (USD 100,000,000), or its equivalent in another currency or (b) 6.67% of the Company's Capitalization Value, (ii) except for "Class A" shares, securities that entitle their holder to more than one vote per share to the extent permitted by applicable legislation, or (iii) in respect of which the Company's shareholders do not have preemptive rights; and (3) the amendment of these Bylaws. The Supervisory Committee shall certify, at the request of the shareholders at a Shareholders' Meeting or of any shareholder, that the amounts involved in the operations or transactions approved at the Shareholders' Meeting do not exceed the amounts, percentages and/or coefficients detailed under this Article Twenty-Four. The certification of the Supervisory Committee shall be fully valid vis a vis third parties, notwithstanding the liability of its members if they acted knowing that those amounts, percentages and/or coefficients had been exceeded. For purposes of this Article Twenty-Four, the term "Relevant Operating Companies" means any subsidiary directly or indirectly controlled by the Company, with assets or EBITDA representing more than 20% of the Company's consolidated assets or consolidated EBITDA; "EBITDA" means the consolidated net income for the fiscal year as per the consolidated statement of income, plus or minus the interest expense or interest income deducted from or added to the calculation of net income, plus income tax deducted for the calculation of net income, plus depreciation and amortization deducted for the calculation of net income, and minus or plus extraordinary or non-recurring income or expenses added to or deducted from the calculation of net income; and the "Company's Capitalization Value" means the amount obtained from multiplying the number of the Company's outstanding common shares as of the date of the relevant transaction, by the average closing price resulting from the daily trading volume of the Company's common shares on whatever stock exchange that in the previous year was the main market in which the Company's common shares were traded during the twenty (20) calendar days of trading immediately preceding the twentieth day prior to the closing of the relevant transaction.

ARTICLE TWENTY-FOUR: Quorum and majority requirements shall be those provided under Sections 243 and 244 of law No. 19,550, depending on the type of Shareholders' Meeting, whether it is a first call or a second call, and depending on the items on the agenda, both for general Shareholders' Meetings and for the Meetings of Shareholders of a given class, except for the quorum requirement for. In the case of remote or mixed Shareholders' Meetings, for the purpose of quorum and majorities, both shareholders that participate in person and/or remotely shall be counted.

In the case of Extraordinary Shareholders' Meetings on second call, which shall be deemed achieved such meeting shall be considered open irrespective of the number of voting shareholders present at the meeting-whether they participate in person and/or remotely-, except as provided below with respect to the treatment and approval of the matters detailed under points 1) to (and including) 3) 4) of this Article Twenty-Four. Equity increases above the thresholds provided under Section 188 of law No. 19,550 shall be approved at Extraordinary Shareholders' Meetings, except as provided under Article Four, point (b). Only for as long as the "Class C" common shares represent no less than 5% of the aggregate equity of the Company, the following matters shall necessarily be approved at an Extraordinary Shareholders' Meeting (for which purpose, quorum on second call shall require the presence of voting shares representing no less than 50% of the aggregate equity of the Company, either in person and/or remotely depending on the form of the relevant Shareholders' Meeting): (1) the merger, spin-off, reorganization, winding-up and/or voluntary liquidation of the Company and/or the Relevant Operating Companies that shall result in (i) the transfer to a third party of assets owned by the Company and/or by Relevant Operating Companies, or (ii) the increase in the interest held by a third party in the equity of the Company and/or the Relevant Operating Companies, in either case, through the transfer of assets and/or the increase in the participation in the equity of the Company for a value of more than (a) one hundred million dollars (USD 100,000,000) or its equivalent in another currency, and (b) 6.67% of the Company's Capitalization Value; (2) the issuance of shares of the Company or securities convertible into shares that represent the equity of the Company (except with respect to such shares that, in the event of a vote in favor of an equity capital increase, the shareholders decide to issue in order to give them to employees of the Company or of one or more of its subsidiaries, pursuant to Article Six, and except if they are shares and/or convertible securities issued in a public offering in which all such shares and/or securities are subscribed by persons that are not shareholders of the Company) (i) when such subscription by third parties that are not shareholders, or by shareholders that are not Original Holders of shares of the Company in exercise of their preemptive (but not accretion) rights, shall result in a gross amount for the Company (and in the case of options or warrants, the sum of their exercise prices) that for each fiscal year as a whole exceeds the greater of: (a) one hundred million US dollars (USD 100,000,000), or its equivalent in another currency or (b) 6.67% of the Company's Capitalization Value, (ii) except for "Class A" shares, securities that entitle their holder to more than one vote per share to the extent permitted by applicable legislation, or (iii) in respect of which the Company's shareholders do not have preemptive rights; and (3) the amendment of these Bylaws. The Supervisory Committee shall certify, at the request of the shareholders at a Shareholders' Meeting or of any shareholder, that the amounts involved in the operations or transactions approved at the Shareholders' Meeting do not exceed the amounts, percentages and/or coefficients detailed under this Article Twenty-Four. The certification of the Supervisory Committee shall be fully valid vis a vis third parties, notwithstanding the liability of its members if they acted knowing that those amounts, percentages and/or coefficients had been exceeded. For purposes of this Article Twenty-Four, the term "Relevant Operating Companies" means any subsidiary directly or indirectly controlled by the Company, with assets or EBITDA representing more than 20% of the Company's consolidated assets or consolidated EBITDA; "EBITDA" means the consolidated net income for the fiscal year as per the consolidated statement of income, plus or minus the interest expense or interest income deducted from or added to the calculation of net income, plus income tax deducted for the calculation of net income, plus depreciation and amortization deducted for the calculation of net income, and minus or plus extraordinary or non-recurring income or expenses added to or deducted from the calculation of net income; and the "Company's Capitalization Value" means the amount obtained from multiplying the number of the Company's outstanding common shares as of the date of the relevant transaction, by the average closing price resulting from the daily trading volume of the Company's common shares on whatever stock exchange that in the previous year was the main market in which the Company's common shares were traded during the twenty (20) calendar days of trading immediately preceding the twentieth day prior to the closing of the relevant transaction.