UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April 2022
Commission File Number: 001-13464
Telecom
Argentina S.A.
(Translation of registrant’s name into English)
General Hornos, No. 690, 1272
Buenos Aires, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
Telecom
Argentina S.A.
TABLE OF CONTENTS
Item
FREE TRANSLATION
Summary of the Resolutions adopted by the
Ordinary and Extraordinary
General Shareholders’ Meeting held on April 27, 2022
The Shareholders’ Meeting was held with
the Shareholders attending remotely, pursuant to the requirements of the Comisión Nacional de Valores’ General Resolution
No. 830/2020.
The following resolutions were adopted by the
Shareholders when considering each item on the Shareholders´ Meeting Agenda.
1) Holding of the Shareholders’
Meeting remotely.
It was approved that the Shareholders’ Meeting
be carried out with remote attendance pursuant to the requirements of the Comisión Nacional de Valores’ General Resolution
No. 830/2020.
2) Appointment of two shareholders
to sign the Minutes of the Meeting.
The representative of shareholder Cablevisión
Holding S.A. and the representative of shareholder Fintech Telecom LLC were appointed to sign the Minutes of the Meeting.
3) Consider the documentation
required by Law No. 19,550 section 234 subsection 1, the Comisión Nacional de Valores (“CNV”) Rules,
and the Bolsas y Mercados Argentinos (“BYMA”) Rules, as well as the financial documentation in English required
by the U.S. Securities and Exchange Commission’s rules and regulations, for the Company’s thirty-third Fiscal Year, ended
December 31, 2021 (“Fiscal Year 2021”).
All of the documentation submitted for the consideration
of the Shareholders was approved without any changes, in the same manner it was approved by the Board of Directors, the Supervisory Committee
and the Audit Committee, and reported to the control authorities.
4) Consider the Retained
Earnings as of December 31, 2021, which reported a positive balance of AR$ 8,664,580,251. Proposal to: i) Allocate AR$433,229,013
to establish the Legal Reserve; ii) Allocate AR$8,231,351,238 to the “Facultative Reserve to maintain the capital investments level
and the current level of solvency of the Company”. It is also proposed to reclassify the amount of AR$16,212,018,395 from the account
“Facultative Reserve to maintain the capital investments level and the current level of solvency of the Company” (which will
amount, as a consequence, to AR$54,433,878,894) by charging that amount to the account “Contributed Surplus”, which, after
giving effect to such reclassification, will total AR$347,907,102,480. Granting the Board of Directors the authority to totally or partially
withdraw the “Facultative Reserve to maintain the capital investments level and the current level of solvency of the Company”
and to distribute dividends in cash or in kind or any combination of both options.
The Shareholders’ Meeting approved the proposal
of the Board of Directors adjusted to March 31, 2022, using the National Consumer Price Index (National CPI) published on April 13,
2022, in accordance with the provisions of CNV Resolution No. 777/2018, regarding Retained Earnings as of December 31, 2020,
which reported a positive balance of AR$ 10,056,956,479 to:
i) Allocate AR$ 502,847,824 to establish the Legal
Reserve;
ii) Allocate AR$ 9,554,108,655 to the “Facultative
Reserve to maintain the capital investments level and the current level of solvency of the Company”; and
iii) Regarding the amount of AR$ 18,817,248,927,
reclassify it from the account “Facultative Reserve to maintain the capital investments level and the current level of solvency
of the Company” (which will amount, as a consequence, to AR$ 63,181,266,161) by charging that amount to the account “Contributed
Surplus”, which, after giving effect to such reclassification, will total AR$ 403,814,897,770.
It was also resolved to grant the Board of Directors
the authority to withdraw, before June 30, 2022, the “Facultative Reserve to maintain the capital investments level and the
current level of solvency of the Company” in an amount that allows to distribute a combination of 2030 Global Bonds and 2035 Global
Bonds as dividends in kind with a market value as of its valuation date of up to AR$ 41,000,000,000.
5) Consider the performance
of Members of the Board of Directors and Members of the Supervisory Committee who have served during Fiscal Year 2021.
The performance of all of the Members of the Board
of Directors and Members of the Supervisory Committee who served during fiscal year 2021 was approved.
6) Consider the compensation
for the Members of the Board of Directors corresponding to the fiscal year ended December 31, 2021 of AR$ 576,097,511 (total compensation),
in excess of AR$ 135,725,074 over the 5% limit provided by Section 261 of Law N° 19,550 and its related regulations, taking into
account that no proposal of dividends distribution has been made.
For those Directors that served from January 1,
2021 through December 31, 2021, a total compensation of AR$ 576,097,511 was approved, to be distributed in the manner to be agreed
by the Board of Directors, according to the General Corporations Law, taking into consideration the advance payments that they received.
7) Authorize the Board of
Directors to pay advances on fees to those Directors who during fiscal year to end December 31, 2022 (Fiscal Year 2022) serve as
independent directors or perform technical-administrative tasks or perform special assignments (within the guidelines determined by the
General Corporations Law and contingent upon what the Shareholders’ Meeting resolves).
The Board of Directors was authorized to pay advances
on fees to those Directors of Telecom Argentina who during Fiscal Year 2022 serve as independent directors or perform technical-administrative
tasks or perform special assignments, within the guidelines determined by the General Corporations Law and contingent upon what the Shareholders’
Meeting resolves.
8) Consider the compensation
to Members of the Supervisory Committee corresponding to the fiscal year ended December 31, 2021. Proposal to pay the total amount
of AR$ 30,253,985.
A total compensation of AR$ 30,253,985 for the
Members of the Supervisory Committee of Telecom Argentina was approved for their services provided from January 1, 2021 to December 31,
2021, taking into consideration the advance payments that they received. This total amount shall be equally distributed among the five
regular Members as determined by the Supervisory Committee, after allocating the proportional amount to the member that represents the
Supervisory Committee at the Executive Committee.
9) Authorize the Board of
Directors to pay advances on fees to those Members of the Supervisory Committee who serve during Fiscal Year 2022 (contingent upon what
the Shareholders’ Meeting resolves).
The Board of Directors was authorized to pay advances
on fees to those Members of the Supervisory Committee serving during Fiscal Year 2022, contingent upon what the Shareholders’ Meeting
resolves.
10) Elect five (5) regular
Members of the Supervisory Committee to serve during Fiscal Year 2022.
The following persons were appointed as regular
Members of the Supervisory Committee: Pablo Andrés Buey Fernández, Pablo Gabriel San Martín, Alejandro Héctor
Massa, María Ximena Digón and Saturnino Jorge Funes.
Ms. María Ximena Digón, Mr. Pablo
Andrés Buey Fernández and Mr. Saturnino Jorge Funes are lawyers, and Mr. Pablo Gabriel San Martín and Mr. Alejandro
Héctor Massa are certified public accountants. They all qualify as “Independent” members in accordance with the standard
set forth by the CNV´s Rules.
Finally, it was informed that none of the proposed
members of the Supervisory Committee, the law firms they are members of or other members of such law firms have ever been Independent
Auditors of Telecom Argentina and shall not be proposed to serve in that capacity.
11) Determine the number
of alternate Members of the Supervisory Committee to serve during Fiscal Year 2022 and elect them.
It was resolved to appoint five (5) alternate
Members, and the following persons were elected: Javier Alegría, Rubén Suárez, Matías Alejandro Fredriks,
Lucrecia Sofía Myburg Díaz and Ona Celia Dimnik.
Mr. Javier Alegría will serve as alternate
for Mr. Pablo Andrés Buey Fernández; Mr. Rubén Suárez will serve as alternate for Mr. Pablo
Gabriel San Martín; Mr. Matías Alejandro Fredriks will serve as alternate for Mr. Alejandro Héctor Massa;
and Ms. Lucrecia Sofia Myburg Díaz and Ms. Ona Celia Dimnik will serve as alternates, indistinctly, for Ms. María
Ximena Digón and Mr. Saturnino Jorge Funes.
Mr. Javier Alegría, Mr. Matías
Alejandro Fredriks, Ms. Lucrecia Sofía Myburg Díaz and Ms. Ona Celia Dimnik are lawyers, and Mr. Rubén
Suárez is a certified public accountant. All of them qualify as “Independent” members in accordance with the standard
set forth in the CNV´s Rules.
None of the proposed alternate members, the law
firms they are members of or other members of such law firms have ever been Independent Auditors of Telecom Argentina, and they shall
not be proposed to serve in that capacity.
12) Determine the compensation
of the Independent Auditors who served during Fiscal Year 2021.
A total compensation for audit services provided
by the Independent Auditors of the Financial Statements of Telecom Argentina for Fiscal Year 2021 was approved in the amount of AR$ 121,917,003
(not including VAT), of which AR$ 88,987,527 represented Financial Statements audit tasks, and AR$ 32,929,476 represented audit tasks
conducted with regards to the certification in compliance with Sarbanes Oxley Act Section 404.
13) Appoint the Independent
Auditors of the financial statements for Fiscal Year 2022 and determine their compensation.
“Price Waterhouse & Co SRL”
was appointed as Independent Auditor of the Financial Statements of Telecom Argentina for the Fiscal Year ending December 31, 2022. Alejandro
Javier Rosa will serve as the regular certifying accountant, and Reinaldo Sergio Cravero and Ezequiel Luis Mirazon will serve as his alternates indistinctly.
It was resolved that the compensation of the Independent
Auditors shall be determined by the Shareholders’ Meeting considering the financial documentation for Fiscal Year 2022, empowering
the Audit Committee to determine the terms and conditions of service delivery, and authorization was granted for the payment of advances
on fees to the Independent Auditors, in the amount that the Audit Committee deems reasonable.
14) Consider the budget
for the Audit Committee for Fiscal Year 2022 (AR$ 16,166,020).
The budget for the operation of the Audit Committee
for Fiscal Year 2022 was set at the amount of AR$ 16,166,020.
15) Consideration of the
5-year extension of the term of validity of the Medium Term Note Program for the issuance of simple Notes for up to a maximum outstanding
amount of US$ 3,000,000,000 (or its equivalent in other currencies or value units) authorized by the Comisión Nacional de Valores
by Resolution N° 19,481 dated as of April 19, 2018 and certain amendments to it authorized by Resolution N° 21,603 dated
as of January 27, 2022 (the “Program” or the “Global Program”) .
The 5-year extension of the validity of the Medium
Term Note Program for the issuance of simple Notes for up to a maximum outstanding amount of US$ 3,000,000,000 (or its equivalent in other
currencies or value units) authorized by the CNV through Resolution No.°19,481 dated as of April 19, 2018 and certain amendments
to it authorized through Resolution No.°21,603 dated as of January 27, 2022 was approved.
16) Consider granting to
the Board of Directors of broad powers, according to the approval granted by the Comisión Nacional de Valores and its amendments
in the terms resolved by the Ordinary Shareholders´ Meeting dated December 28, 2017 (“the Shareholders’ Meeting”)
and the extension of its’ term of validity resolved by this Shareholders’ Meeting, to determine and modify the terms and conditions
of the Program within the maximum outstanding amount authorized by the Shareholders’ Meeting, as well as to establish the timing
of issuance and re-issuance of the corresponding Notes to each series or class to be issued under it and all of the conditions of issuance
and re-issuance, within the maximum amount and the terms of amortization set by the Shareholders’ Meeting, including, without limitation
to, law and applicable jurisdiction; date and issuance currency; nominal value, price, interest rate, form and conditions of placement
and payment conditions; issuance in cartulary form or book-entry of one or more classes or series; characteristics of the titles or representative
certificates of the notes; use of proceeds; election of the Trustee, if there is any, and the agents of any type that correspond, including
registration, placement, calculation of payment of each series or class, if there were, and to prepare, negotiate, approve, subscribe
and submit all the contracts and documentation necessary to implement the Program and the series or classes under it; to request to the
agencies and respective markets from the country and from abroad that the Board of Directors determine the authorizations of the public
offer and pricing or listing and negotiation of the Program and of one or more of the classes or series of the Notes that will be issued
within the framework of it, and to appoint attorneys to act in the files related to the decisions adopted by the Shareholders’ Meeting
with respect to the Program. Authorization for the Board of Directors to sub-delegate to some of their members and/or officials of the
managerial line, the powers delegated by the Shareholders’ Meeting according to what it is provided by Section 1, article c)
from Chapter II, Title II and Section 44, article b) from Chapter V, Title II from the Rules of the Comisión Nacional
de Valores (New Text 2013).
It was resolved to extend as from December 28,
2022 and for 5 additional years the delegation to the Board of Directors of broad powers, according to the approval granted by the CNV
approving the Program and its amendments, in the terms resolved by the Shareholders´ Meeting and the extension of its validity resolved
by this Shareholders’ Meeting, to determine and modify the terms and conditions of the Program and of the Notes issued thereunder
within the maximum outstanding amount authorized, as well as to establish the timing of issuance and re-issuance of the corresponding
Notes to each series or class to be issued under it and all of the conditions of issuance and re-issuance according to the maximum outstanding
amount.
Additionally, the Board of Directors was authorized
to sub-delegate to some of its members and/or officials of management, the powers delegated by the Shareholders’ Meeting according
to what is provided by Section 1, article c), Chapter II, Title II and Section 44, article b), Chapter V, Title II of the CNV
Rules (New Text 2013).
The Chairman of the Supervisory Committee of
Telecom Argentina, Dr. Pablo Buey Fernández, certified compliance with the provisions of the Comisión Nacional de Valores’
General Resolution No. 830/2020 and other legal and statutory regulations applicable to this Shareholders’ Meeting.
Ms. Lucía Soutullo on behalf of
the Comisión Nacional de Valores and Certified Public Accountant Eduardo Kupfer on behalf of the Buenos Aires Stock Exchange participated
in the Meeting through the Cisco Webex teleconference system.
|
/s/ Andrea V. Cerdán |
|
Attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Telecom
Argentina S.A.
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Date: |
April 27, 2022 |
By: |
/s/ Fernando J. Balmaceda |
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|
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Name: |
Fernando J. Balmaceda |
|
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Title: |
Responsible for Market Relations |
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