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 2023
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:
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):
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):
Telecom
Argentina S.A.
TABLE OF CONTENTS
Item
ITEM 1.
FREE TRANSLATION
Summary of the Resolutions adopted by the
Ordinary and Extraordinary
General Shareholders’ Meeting held on April 27, 2023
The Shareholders’ Meeting was held by
personal attendance.
The following resolutions were adopted by the
Shareholders when considering each item on the Shareholders´ Meeting Agenda.
1) 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.
2) 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-fourth Fiscal Year, ended December 31,
2022 (“Fiscal Year 2022”).
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.
3) Consider Retained Earnings as
of December 31, 2022, which amount to a negative balance of AR$207,832,672,505. Proposal: 1) Regarding the negative amount of AR$273,927,247,113
derived from the adjustment for the loss of the higher value assigned to the assets and liabilities identified and incorporated as of
January 1, 2018 (effective date of the merger of Telecom Argentina and Cablevisión S.A.) which at that time led to the creation
of the Contributed Surplus, to be reclassified to the Contributed Surplus account, which consequently, after such allocation, will reach
a balance of AR$405,572,443,997. 2) Regarding the difference in Retained Earnings, which amounts to AR$66,094,574,608, to be allocated
entirely to the Voluntary Reserve to maintain the capital investments level and the current level of solvency of the Company. Consequently,
the Retained Earnings as of December 31, 2022, which amount to a negative balance of AR$207,832,672,505, will be fully absorbed,
affecting the Contributed Surplus and the Voluntary Reserve to maintain the Company’s capital investments level and the current
level of solvency. 3) Granting the Board of Directors the authority to possess the maximum flexibility to eventually decide the withdrawal
of the Voluntary Reserve to maintain the Company’s capital investments level and the current level of solvency and to distribute
dividends in cash or in kind or any combination of both options.
The Shareholders’ Meeting approved the proposal
of the Board of Directors adjusted to March 31, 2023, using the National Consumer Price Index (National CPI) published on April 14,
2023, in accordance with the provisions of CNV Resolution No. 777/2018, regarding Retained Earnings as of December 31, 2022,
which reported a negative balance of AR$ 252,999,527,760 to:
1) Regarding the negative amount of AR$333,457,984,853 derived from
the adjustment for the loss of the higher value assigned to the assets and liabilities identified and incorporated as of January 1,
2018 (effective date of the merger of Telecom Argentina and Cablevisión S.A.) which at that time led to the creation of the Contributed
Surplus, to be reclassified to the Contributed Surplus account, which consequently, after such allocation, will reach a balance of AR$493,712,733,262.
2) Regarding the difference in Retained Earnings, which amounts to
AR$80,458,457,093, to be allocated entirely to the Voluntary Reserve to maintain the capital investments level and the current level of
solvency of the Company. Consequently, the Retained Earnings as of December 31, 2022, which amount to a negative balance of AR$252,999,527,760,
will be fully absorbed, affecting the Contributed Surplus and the Voluntary Reserve to maintain the Company’s capital investments
level and the current level of solvency.
It was also resolved to grant the Board of Directors the authority
to withdraw, before December 31,2023, 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 dividends in kind through global bonds due 2030 for a nominal
value of up to US$473,623,896.
4) Consider the performance of Members
of the Board of Directors and Members of the Supervisory Committee who have served during Fiscal Year 2022.
The performance of all of the Members of the Board
of Directors and Members of the Supervisory Committee who served during fiscal year 2022 was approved, until this Shareholders´
Meeting.
5) Consider the compensation for
the Members of the Board of Directors (allocated amount: AR$647,798,092) for the fiscal year ended December 31, 2022, which reported
a computable loss according to the terms of the CNV Rules.
For those Directors that served from January 1,
2022 through December 31, 2022, a total compensation of AR$ 647,798,092 was approved, to be distributed in the manner to be agreed
by the Board of Directors, among independent directors or directors who performed technical-administrative tasks or special assignments,
taking into consideration the advance payments that they received.
6) Authorize the Board of Directors
to pay advances on fees to those Directors who during fiscal year to end December 31, 2023 (Fiscal Year 2023) 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 2023 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.
7) Consider the compensation to
Members of the Supervisory Committee corresponding to the fiscal year ended December 31, 2022. Proposal to pay the total amount of
AR$ 49,171,773.
A total compensation of AR$ 49,171,773 for the
Members of the Supervisory Committee of Telecom Argentina was approved for their services provided from January 1, 2022 to December 31,
2022, 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.
8) Authorize the Board of Directors
to pay advances on fees to those Members of the Supervisory Committee who serve during Fiscal Year 2023 (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 2023, contingent upon what the Shareholders’ Meeting
resolves.
9) Elect five (5) regular Members of the Supervisory
Committee to serve during Fiscal Year 2023.
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.
10) Determine the number of alternate
Members of the Supervisory Committee to serve during Fiscal Year 2023 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 Luciano Nicolás Giménez.
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 Mr. Luciano Nicolás Giménez 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 Mr. Luciano Nicolás Giménez 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.
11) Determine the compensation of
the Independent Auditors who served during Fiscal Year 2022.
A total compensation for audit services provided
by the Independent Auditors of the Financial Statements of Telecom Argentina for Fiscal Year 2022 was approved in the amount of AR$218,370,700
(not including VAT), of which AR$147,075,300 correspond to audit tasks of the Financial Statements, and AR$71,295,400 for the audit activities
conducted in connection with the certification under Section 404 of the Sarbanes-Oxley Act
12) Appoint the Independent Auditors
of the financial statements for Fiscal Year 2023 and determine their compensation.
“Price Waterhouse & Co SRL”
was appointed as Independent Auditor of the Financial Statements of Telecom Argentina for the Fiscal Year ending December 31, 2023. Alejandro
Javier Rosa will serve as the regular certifying accountant, and Reinaldo Sergio Cravero and Ezequiel Luis Mirazon will serve as his alternates indistinctly.
It was resolved that the compensation of the Independent
Auditors shall be determined by the Shareholders’ Meeting considering the financial documentation for Fiscal Year 2023, empowering
the Audit Committee to determine the terms and conditions of service delivery, and authorization was granted for the payment of advances
on fees to the Independent Auditors, in the amount that the Audit Committee deems reasonable.
13) Consider the budget for the Audit Committee for Fiscal
Year 2023 (AR$ 34,667,454).
The budget for the operation of the Audit Committee
for Fiscal Year 2023 was set at the amount of AR$ 34,667,454.
14) By virtue of the appointment
of Mr. Ignacio Cruz Moran as director, made by the Supervisory Committee on February 28, 2023 pursuant to Section 258,
second paragraph, of the Argentine General Corporations Law, consider the appointment of the director to be effective as of this Shareholders’
Meeting and until the end of Fiscal Year 2023.
Mr. Ignacio Cruz Moran was appointed as a
director, proposed by Class A shares, to serve as of this Shareholders’ Meeting and until the end of fiscal year 2023.
Mr. Moran qualifies as an “independent”
director in accordance with the CNV and SEC Rules.
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.
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Telecom Argentina S.A. |
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/s/ Andrea V. Cerdán |
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Attorney-in-fact |
ITEM 2.
TELECOM ARGENTINA S.A.
COMPOSITION OF THE SUPERVISORY COMMITTEE,
MEMBERS OF THE AUDIT COMMITTEE AND THE INDEPENDENT AUDITORS
Pursuant to the resolutions of the Ordinary and
Extraordinary General Shareholders’ Meeting held on April 27, 2023, the composition of the Supervisory Committee of Telecom Argentina
is as follows:
SUPERVISORY COMMITTEE: Regular
Members: Mr. Pablo Andrés Buey Fernández, Mr. Pablo Gabriel San Martín, Mr. Alejandro Héctor Massa,
Mrs. María Ximena Digón and Mr. Saturnino Jorge Funes. Alternate Members: Mr. Javier Alegría, Mr. Rubén
Suárez, Mr. Matías Alejandro Fredriks, Mrs Lucrecia Sofia Myburg Díaz and Mr. Luciano Nicolas Giménez.
The members of the Supervisory
Committee will hold office for a fiscal year.
Pursuant to that resolved by the Board of Directors
on its meeting celebrated on April 27, 2023, the composition of the Audit Committee is as follows:
AUDIT COMMITTEE: Mr. Carlos
Alejandro Harrison (“financial expert” of the Audit Committee); Mr. Martín Héctor D´Ambrosio and Mr. Ignacio
Cruz Morán.
Pursuant to the resolutions of the Ordinary and
Extraordinary General Shareholders’ Meeting held on April 27, 2023, Price Waterhouse & Co S.R.L. was designated as Independent
Auditor of the Financial Statements for Fiscal Year 2023, acting Mr. Alejandro Javier Rosa as regular certifying accountant, and Mr.
Reinaldo Sergio Cravero and Mr. Ezequiel Luis Mirazón as his alternates.
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Telecom Argentina S.A. |
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/s/ Andrea V. Cerdán |
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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, 2023 |
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By: |
/s/ Luis Fernando Rial Ubago |
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Name: |
Luis Fernando Rial Ubago |
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Title: |
Responsible for Market Relations |
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