CVH Calls Annual Shareholders’ Meeting
- 12PM Buenos Aires Time
The Shareholders are hereby called to the General Annual Ordinary and Extraordinary Shareholders’ Meeting on 28 April 2023 at 12.00 on first call and, only for agenda of the Annual Ordinary Shareholders' Meeting, 9 May 2023 at 12.00 on second call, 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) Authorization 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) Authorization 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..
Note: 1) The Shareholders’ Meeting will be held remotely using the Microsoft Teams platform, which: (i) guarantees the participation of all the shareholders, with the right to speak and vote; (ii) allows for the simultaneous broadcast of sound, images, and words and (iii) allows for the recording of the meeting in digital support. 2) The Company will send all shareholders that notify their attendance to the e-mail address Asamblea@cvh.com.ar, the link and way to access the system, together with instructions about the development of the meeting. 3) Shareholders of Class B book-entry shares for which the Registrar is Caja de Valores S.A. are required to submit proof of their respective accounts and provide the following information of the holder of the shares: first and last name or name of the legal entity; type and number of the shareholder’s personal ID or corporate registration information, with express identification of the corresponding registry and jurisdiction; address, indicating the type of address. In addition, shareholders shall provide the same information with respect to the representative of the owner of the shares who will attend the Shareholders’ Meeting, as well as the underlying documents that prove such representation in pdf format. 4) Shareholders that participate in the Shareholders’ Meeting through attorneys-in-fact shall deliver to the Company, five (5) business days in advance of the Shareholders’ Meeting, the instrument that evidences such capacity, duly authenticated. 5) At the time of voting, each shareholder will be asked to state their vote, which shall be issued through the sound, image, and word simultaneous transmission system. 6) The members of the Supervisory Commission who participate in the Shareholders’ Meeting will verify compliance with applicable law. Shareholders must communicate their attendance no less than three business days before the day set for the meeting from 11.00 to 17.00hs by sending an e-mail to the e-mail address indicated before. That term expires on 24 April 2023 at 17.00hs. Ignacio R. Driollet, President as per Shareholders’ Meeting dated 6 December 2022 and Board Meeting of the same date.