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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
under the Securities Exchange Act of 1934
For the month of March 2012
Commission File Number: 001-13464
Telecom Argentina S.A.
(Translation of registrant’s name into English)
Alicia Moreau de Justo, No. 50, 1107
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
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Telecom Argentina S.A.
| Item |
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| 1. | Documentation for the General Ordinary Shareholders’ Meeting summoned for April 27, 2012 | |||
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| FOR IMMEDIATE RELEASE |
|
Buenos Aires, March 26, 2012
SECURITIES AND EXCHANGE COMMISSION
Dear Sirs,
RE.: Documentation for the General Ordinary Shareholders’ Meeting summoned for April 27, 2012
I am writing you as Attorney-in-fact of Telecom Argentina S.A. (“Telecom Argentina” or the “Company”) to present the documentation of the referred Shareholders’ Meeting summoned by the Board of Directors of the Company, in its 282nd meeting held on March 22, 2012.
We hereby attach:
| a) | The Notice of Summons of the Shareholders’ Meeting. |
| b) | The proposals of the Board of Directors with, respect to the matters submitted for the consideration of the Shareholders Meeting. |
| c) | The Minutes of the Audit Committee with the opinion regarding the reasonability of the proposals of the Board of Directors to the Shareholders’ Meeting in respect to the issues of its competence. |
Sincerely,
María Delia Carrera Sala
Attorney-in-fact
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TELECOM ARGENTINA S.A.
NOTICE OF ORDINARY GENERAL SHAREHOLDERS’ MEETING
The shareholders are summoned to an Ordinary General Shareholders’ Meeting to be held on April 27, 2012, at 11:00 a.m. on a first call, at the corporate offices at Avda. Alicia Moreau de Justo No. 50, Ground Floor, City of Buenos Aires, to consider the following Agenda:
AGENDA
| 1) | Appointment of two shareholders to approve and sign the Minutes of the Meeting. |
| 2) | Review the documents provided for in section 234, subsection 1 of Law 19,550, the Rules of Comision Nacional de Valores and the Listing Regulations of the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires), and of the accounting documents in English required by the Rules of the U.S. Securities and Exchange Commission for the twenty-third fiscal year ended on December 31, 2011 (“Fiscal Year 2011”). |
| 3) | Analysis of the allocation of Retained Earnings as of December 31, 2011 (P$ 3,481,318,937.-). Allocation of P$ 121,122,477.- (5% of Fiscal Year 2011 net earnings) to the Statutory Reserve. Allocation of Retained Earnings balance (P$ 3,360,196,460.-) to cash dividend distribution; or capitalization by delivery of released fully-paid shares; or creation of discretionary reserves; or a combination of all, as resolved and in the amounts decided by the Shareholders’ Meeting. |
| 4) | Performance review of the members of the Board of Directors and Supervisory Committee from April 7, 2011 to the date of this Shareholders’ Meeting. |
| 5) | Review of Board of Directors’ compensation for the services rendered during Fiscal Year 2011 (from the Shareholders’ Meeting of April 7, 2011 to the date of this meeting). Proposal to pay the aggregate amount of P$ 6,795,000.-, which represents 0.29% of “accountable earnings”, calculated under section 2 of Chapter III of the Rules of Comision Nacional de Valores. |
| 6) | Authorize the Board of Directors to make advance payments of fees for up to P$6,795,000.- to those directors acting during Fiscal Year 2012 (from the date of this Shareholders’ Meeting through the date of the Shareholders’ Meeting reviewing the documents of such fiscal year and contingent upon the decision passed at such Meeting). |
| 7) | Review of the Supervisory Committee’s compensation for the services rendered during Fiscal Year 2011 (as from the Shareholders’ Meeting of April 7, 2011 through the date of this meeting). Proposal to pay the aggregate amount of P$1,221,000. |
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| 8) | Decide the number of members and alternate members of the Supervisory Committee for Fiscal Year 2012. |
| 9) | Election of members of the Supervisory Committee. |
| 10) | Election of alternate members of the Supervisory Committee. |
| 11) | Authorize the Board of Directors to make advance payments of fees of up to P$ 1,585,000.-, to those Supervisory Committee members acting during Fiscal Year 2012 (from the date of this Shareholders’ Meeting through the date of the Shareholders’ Meeting reviewing the documents of such fiscal year and contingent upon the decision passed at such Meeting). |
| 12) | Appointment of independent auditors for Fiscal Year 2012 financial statements and determination of their compensation as well as of the compensation due to those acting in Fiscal Year 2011. |
| 13) | Review of the Audit Committee’s budget for Fiscal Year 2012. |
THE BOARD OF DIRECTORS
Note 1: To be able to attend the Shareholders’ Meeting, shareholders are required to deposit their book-entry shareholding certificates issued for that purpose by Caja de Valores S.A., no later than three business days prior to the date of the Shareholders’ Meeting, at Avda. Alicia Moreau de Justo No. 50, 13th floor, City of Buenos Aires, from 10 a.m. to 12 p.m. and from 3 p.m. to 5 p.m. The deadline to submit the share certificate is April 23, 2012, at 5 p.m.
Note 2: The documents to be discussed at the Shareholders’ Meeting, including the proposals of the Board of Directors related to the issues to be considered, are available at Telecom Argentina’s website: www.telecom.com.ar. Hard copies of such documents may be obtained at the place and time stated in Note 1.
Note 3: Pursuant to the provisions of General Resolution No. 465/2004 of the CNV, at the time of registration to participate in the Meeting, shareholders must supply the following information: name and surname or full corporate name; type and number of identity document (in the case of individuals) or registration details (in the case of legal entities), indicating Register, jurisdiction and domicile, specifying type. The same data shall be provided by the person attending the Meeting in the name and on behalf of the shareholder.
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Note 4: Those registered to participate in the Shareholders’ Meeting as custodians or administrators of any third party shareholdings are reminded of the need to fulfill the requirements of Section II.9 of CNV Rules, to be able to cast a vote in divergent manner.
Note 5: Shareholders are requested to appear no later than 15 minutes prior to the scheduled time of the Meeting in order to file their proxies and sign the Attendance Book.
PROPOSALS OF THE BOARD OF DIRECTORS CONCERNING THE ISSUES TO BE DISCUSSED AT THE SHAREHOLDERS’ MEETING.
The Board of Directors submits to the Shareholders the following proposals related to the business to discussed at the Ordinary Shareholders’ Meeting to be held on April 27, 2012:
First item: It is proposed to the Shareholders’ Meeting to delegate to the Chairman of the Board of Directors the authority to appoint two shareholders (or their representatives) to approve and sign the Minutes.
Second item: It is proposed to the Shareholders’ Meeting to approve the documents related to Fiscal Year 2011 (Annual Report and attached report on the Code of Corporate Governance, Summary Report, Report under section 68 of the Buenos Aires Stock Exchange Listing Rules, the Financial Statements with all Tables, Notes and Exhibits thereof, the Report of the Supervisory Committee, the Annual Report submitted by the Audit Committee and any other documents for the fiscal year, including the English documents requested by the Securities and Exchange Commission), as the same were approved by the Board of Directors, the Supervisory Committee and the Audit Committee, respectively.
Third item: Based on the several alternatives which may technically arise in relation to the proposal to be submitted to the Shareholders’ Meeting in respect of the use of Retained Earnings as of December 31, 2011, the Board of Directors proposes that P$ 121,122,477.- should be allocated to the Statutory Reserve and that the shareholders at the Meeting should decide on the allocation of the balance.
Fourth item: No proposal is submitted on this item. The Shareholders Meeting shall review the performance of the members of the Board of Directors and the Supervisory Committee from April 7, 2011 to the date of the Meeting.
Fifth item: It is proposed to the Shareholders’ Meeting to approve the fees payable to the Board of Directors for the services rendered during Fiscal Year 2011 (from the Shareholders Meeting of April 7, 2011 to the date of the Meeting (April 27, 2012)), in the aggregate amount of P$ 6,795,000.- (such amount represents 0.29% of accountable earnings determined according to section 2 of Chapter III of the Rules of Comision Nacional de Valores), delegating to the Board of Directors the authority to distribute such amount in the manner it may deem convenient.
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Sixth item: It is proposed to the Shareholders’ Meeting to authorize the Board of Directors to make advance payments of fees for up to P$6,795,000.- to those directors acting during Fiscal Year 2012 (from the date of this Shareholders’ Meeting through the date of the Shareholders’ Meeting reviewing the documents of such fiscal year and contingent upon the decision passed at such Meeting). It is also proposed that the Board of Directors should be authorized to increase such amount in the event of inflation.
Seventh item: It is proposed to the Shareholders’ Meeting to approve a total compensation of P$1,221,000.– for the Supervisory Committee members acting during Fiscal Year 2011 (from the Meeting of April 7, 2011 until the Meeting of April 27, 2012) to be equally distributed among the three members.
Eighth item: No proposal is submitted on this item. The Shareholders are informed that the Company’s bylaws provide that the Supervisory Committee is to be formed by three or five members and three or five alternate members, in the number and as elected at the Shareholders’ Meeting.
Ninth and Tenth items: The Board of Directors abstains from submitting a proposal in respect of the candidates to be appointed as members and alternate members of the Supervisory Committee. Shareholders who shall propose candidates to serve on the Supervisory Committee are reminded of the requirement to inform the Shareholders’ Meeting if the candidates are “independent” or “non-independent” under the Rules of Comision Nacional de Valores.
Eleventh item: It is proposed to the Shareholders’ Meeting to authorize the Board of Directors to make advance payments of fees for up to P$1,585,000.- to those members of the Supervisory Committee acting during Fiscal Year 2012 (from the date of this Shareholders’ Meeting through the date of the Shareholders’ Meeting reviewing the documents of such fiscal year) with the authority to increase such amount in the event of inflation.
Twelfth item: It is proposed to the Shareholders’ Meeting to appoint, as Independent Auditors of the Company for Fiscal Year 2012, the accounting firm “Price Waterhouse&Co. S.R.L.”, which acted in such capacity in the previous fiscal year. Upon approval of such proposal, Mr. Alejandro Pablo Frechou would act as regular certifying accountant and Mr. Carlos Nestor Martinez as his alternate. Furthermore, it is proposed that the Independent Auditors’ compensation be set by the Shareholders’ Meeting that reviews documents for Fiscal Year 2012, and delegate to the Audit Committee the authority to determine the manner in which the services shall be provided and to make advance fee payments. It is proposed that total compensation for the audit services rendered to the Independent Auditors during Fiscal Year 2011 be set in the amount of P$ 4,360,000.- (without VAT), P$ 2,210,000 of which correspond to the audit of the financial statements and P$ 2,150,000.- to the audit tasks related to certification under section 404 of the Sarbanes Oxley Act.
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Thirteenth item: It is proposed to the Shareholders’ Meeting that, according to the estimate made by the Audit Committee, the budget for the operation of such Committee during Fiscal Year 2012 be set at P$ 1,250,000.-
Enrique Garrido
Chairman
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MINUTES OF
AUDIT COMMITTEE MEETING No. 106
| PARTICIPATING MEMBERS: | Mr Esteban Macek, Enrique Garrido and Norberto Berner | |
| SECRETARY: | Mr Ricardo Luttini | |
| EXTERNAL ADVISOR: | Mr Carlos Fernández Funes | |
| DATE OF MEETING: | March 6, 2012 | |
| RELEVANT PART: | ||
OPINION ON THE PROPOSALS THAT THE BOARD OF DIRECTORS INTENDS TO SUBMIT TO THE GENERAL ORDINARY ANNUAL SHAREHOLDERS MEETING
The Board of Directors of the Company, at its 281st meeting held last February 16, 2012 decided to request that the Audit Committee, in accordance with sections 13 and 15, subsections a) and e) of Decree 677/01 and Section 10A of the Securities Exchange Act of 1934, issue an opinion on the proposals that the Board of Directors intends to submit before the Annual General Ordinary Shareholders Meeting, with respect to the following matters:
1) The proposal to allocate the aggregate compensation of P$6,795,000 to the members of the Board of Directors serving during Fiscal Year 2011 (from April 7, 2011 through the date of the Shareholders Meeting that would consider their compensation) and to delegate to the Board of Directors the power to distribute such amount among its members.
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This amount represents 0.29% of Fiscal Year 2011 “accountable earnings” calculated according to sections 2 and 3 of Chapter III of the Rules of Comision Nacional de Valores.
In addition, it was proposed that the Board of Directors should be authorized to make advance fee payments of up to Six million seven hundred and ninety-five thousand Pesos (P$ 6,795,000.) to those directors who shall render services during fiscal year 2012 (from the date of the shareholders’ meeting that considers this matter through the date of the meeting that reviews fiscal year 2012 documents), always contingent upon the decision of the Shareholders’ Meeting that considers the financial statements of such fiscal year, authorizing the Board of Directors to increase such amount in the event of inflation.
2) The proposal to pay to Price Waterhouse & Co. S.R.L. for its services as Independent Auditors of Telecom Argentina financial statements for fiscal year 2011, the amount of P$ 4,360,000.- without VAT, of which P$ 2,210,000.- are assigned to fees for financial statements audit tasks and P$ 2,150,000 to audit tasks related to certification under Section 404 of Sarbanes Oxley Act.
3) The proposal to appoint Price Waterhouse & Co. S.R.L. as Independent Auditors to the financial statements for the fiscal year ending on December 31, 2012, where Alejandro Pablo Frechou would act as the regular certified public accountant and Carlos Nestor Martinez as alternate.
The Audit Committee was also requested to inform the Shareholders the amount of expenses assigned to its operation and training during Fiscal Year 2011 and assess the funds it deems necessary to carry out its duties during Fiscal Year 2012 in order to request budget approval by the Shareholders’ Meeting.
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| 1) | Opinion on the Proposal of Fees Payable to the members of the Board of Directors acting in fiscal year 2011 and advance payments to those who shall serve in 2012 |
The Board of Directors submitted to the Audit Committee’s prior opinion the proposal that it would submit to the Shareholders Meeting to assign to the directors acting in Fiscal Year 2011 (from April 7, 2011 until the date of the meeting that reviews their compensation) the aggregate compensation of P$ 6,795,000.- and proposed that the Shareholders’ meeting should delegate to the Board the authority to distribute such amount among its members.
In order to evaluate such proposal, the members of the Audit Committee considered the following:
| a) | the number of members of the Board of Directors, their roles, responsibilities and dedication; |
| b) | that the members of the Board of Directors should participate in several committees (Audit Committee, Regulatory Compliance Committee, Steering Committee) which demand professionalism, many hours of work and great responsibility; |
| c) | that the survey conducted on the Autopista de Información Financiera of the Comision Nacional de Valores in relation to compensation paid to directors of other companies similar to Telecom Argentina during the last fiscal year reported by such companies was updated. Based on such survey, the fees proposed for Telecom Argentina directors are consistent with the average amounts paid by the mentioned organizations; |
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| d) | that this proposal is consistent with those proposals submitted in the previous fiscal years; |
| e) | that the total amount of fees proposed represent a small percentage of accountable earnings for fiscal year 2011, calculated according to CNV Rules. |
Based on the above, the total compensation of P$ 6,795,000 proposed by the Board of Directors for the members acting during fiscal year 2011 from April 7, 2011 through the date of the Shareholders Meeting reviewing its compensation is “reasonable” under the terms of the section 2, subsection d) of Chapter III of the Rules of the Comisión Nacional de Valores, taking into account the number, responsibilities, representation and technical tasks as members of several Board committees, dedication, competence and professional reputation of directors and the market value of their services, and it does not infringe any legal, regulatory or statutory provision applicable to the Company.
The Audit Committee also considers “reasonable”, according to market practices, the proposal to authorize the Board of Directors to make advance payments to those directors acting during fiscal year 2012 for up to Six million seven hundred and ninety-five thousand Pesos (P$ 6,795,000) and to increase such amount in the event of inflation, contingent upon the decision of the Shareholders’ Meeting that reviews the documents for such fiscal year.
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| 2) | Opinion on the Proposal of Fees payable to the Independent Auditors for Fiscal Year 2011 |
The Board of Directors requested our opinion on the proposal to be submitted to the shareholders on the remuneration to be paid to Price Waterhouse & Co. S.R.L. for their services as Independent Auditors of the financial statements of Telecom Argentina for Fiscal Year 2011. The proposal to be submitted at the Shareholders’ Meeting provides for the payment of Four million three hundred and sixty thousand Pesos (P$ 4,360,000.-) without VAT, of which Two million two hundred and ten thousand Pesos (P$ 2,210,000) correspond to the financial statement audit tasks and two million two hundred and ten thousand (P$2,210,000) to the audit activities performed in connection with the certification under Section 404 of the Sarbanes Oxley Act.
The Audit Committee considers that the amount of Two million two hundred and ten thousand Pesos (P$ 2,210,000) that the Board of Directors would propose to the Shareholders’ Meeting as compensation for the financial statements audit tasks performed by the Independent Auditors during fiscal year 2011 is reasonable and consistent with the importance, magnitude and quality of the tasks performed and is within the range of the fees approved by other listed companies similar to Telecom Argentina.
Likewise, taking into account the task complexity and the specialization required for the Independent Auditors to perform the audit in respect of the certification under Section 404 of the Sarbanes Oxley Act, the Audit Committee concludes that the amount of Two million one hundred and fifty thousand Pesos, (P$ 2,150,000) that the Board of Directors will propose to the Shareholders Meeting as remuneration for the audit tasks performed is deemed reasonable.
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| 3) | Opinion on the Proposal to Appoint the Independent Auditors for Fiscal Year 2012 |
Based on the Minutes of the 281st Meeting of the Board of Directors, the Board will propose to the Annual Ordinary Shareholders Meeting the designation of the Accounting Firm Price Waterhouse & Co. S.R.L. (“Price”) as Auditors to the Financial Statements for fiscal year 2012, being that Mr. Alejandro Frechou will act as the regular certifying Accountant and Mr. Carlos Nestor Martinez will act as his alternate.
The Audit Committee discussed the firm’s background and its performance in recent fiscal years and resolved unanimously to provide the Board of Directors with a favorable opinion on its proposal to designate Price as Independent Auditors for fiscal year 2012, for the same reasons shown in reports related to prior fiscal years.
| 4) | Audit Committee expenses - 2011 Report and 2012 Budget |
The Board of Directors requested the Audit Committee to report the expenses incurred in fiscal year 2011 in operation and training activities, and to estimate the amount it considers necessary to carry on activities in 2012, in order to inform the Shareholders and request their approval of the relevant budget.
Mr. Luttini submitted a report on the expenses incurred by the Committee from May 2011 through April 2012, segregating those actually incurred and those to be accrued until the closing of such budget period. The members of the Committee reviewed the different items included in this report which showed aggregate expenses of P$ 428,490 for such period.
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Continuing with discussions concerning the budget, in view of the activities performed during the previous fiscal year, the training and advisory needs estimated for the current year and the hiring of services related to the effective performance of its tasks and responsibilities, as well as the general evolution of expenses, the members of the Audit Committee resolved to request that the Shareholders’ Meeting approve an operating budget of One million Two hundred and Fifty thousand Pesos (P$ 1,250,000) for fiscal year 2012.
There being no further matters to be discussed, the meeting was adjourned and the date for the next meeting was proposed to be duly informed by the Audit Committee’s Secretary.
| Esteban Macek | Enrique Garrido | Norberto Berner |
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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.
| Telecom Argentina S.A. | ||||||
| Date: March 27, 2012 | By: | /s/ Enrique Garrido | ||||
| Name: | Enrique Garrido | |||||
| Title: | Chairman of the Board of Directors | |||||