Notificación de votaciones 2024
Dear RTRS Members,
As approved by Circular Resolution N° 12 dated December, 2023, and the Executive Board meeting dated May 23, 2024, the RTRS Executive Board decided to submit to the consideration of the RTRS Participating Members the approval of the resolutions explained in Section A below by means of a written resolution in accordance with Article 18 of RTRS Statutes, following the procedure described in more detail in Section B below.
The purpose of this Voting Notice is to provide the RTRS Participating Members with the information, instructions, and documents necessary for the exercise of their voting rights in connection with the proposed resolutions.
Please be kindly reminded that Observing Members are not involved in this voting procedure, as they do not have voting rights. Only Participating Members are entitled to cast votes using the Voting Ballot Sheet attached hereto or delivered in a separate email by DocuSign on behalf of RTRS.
The results of the voting procedure will be communicated by e-mail and published on the RTRS Website.
We remain available for any further clarifications in connection with this Voting Notice.
Best regards,
Zürich, July 1st 2024.
Lieven Callewaert, President
Luiza Bruscato, Executive Director
A. Resolutions Submitted to the Consideration of RTRS Participating Members.
Approval of the financial statements of RTRS for the fiscal year ended December 31, 2022.
1. Introduction
The financial statements of RTRS which were prepared in accordance with Swiss Law and RTRS Statutes and duly audited by ANCORA Treuhand AG consolidate the results of the RTRS representation in Argentina, in accordance with the financial statements of such representation which were audited by KPMG.
As communicated to the RTRS membership by way of notifications dated June 23rd, 2023 and September 27, 2023, KPMG had informed RTRS on June 9th, 2023, that as a result of becoming aware of certain facts and circumstances it could no longer uphold the opinion expressed in the audit report of the Financial Statements, previously approved by the Board on May 10th, 2023, and shall adjust such report. This adjusted audit report was submitted by KPMG to the RTRS Executive Board on December 23rd, 2023.
In addition, consolidated financial statements of RTRS for the fiscal year ended December 31, 2022, were delivered by ANCORA Treuhand AG in March 2024 and approved by the RTRS Executive Board at the meeting held on April 11th 2024.
In light of all the above, the RTRS Executive Board decided to submit the financial statements of RTRS for the fiscal year ended December 31, 2022, to the consideration of the RTRS Participating Members for their approval through a written resolution.
1.2 Documents
Please find attached as Annex A.1 the following documents, which are hereby proposed to be approved:
· Annex A.1 – Financial statements of RTRS for the fiscal year ended December 31, 2022
1.3 Voting Procedure
Please see Section B of this Voting Notice.
2. Appointment of (i) ANCORA Treuhand AG as auditor of RTRS and (ii) Becher y Asociados S.R.L Argentina (“BDO”) as (the new) auditor of the representation of RTRS in Argentina.
2.1 Introduction
According to Article 10(2) of RTRS Statutes, the election of RTRS Auditor lies
within the powers of the General Assembly. Therefore the RTRS Executive Board at the meeting held on May 23, 2024, decided to submit to the consideration of the RTRS Participating Members for their approval through a written resolution the election of
(i) ANCORA Treuhand AG as auditor of RTRS and (ii) BDO Argentina as auditor of the representation of RTRS in Argentina.
5.2 Documents
Please find attached as Annex A.2 the following documents:
· Annex A.2 – BDO’s proposal of Fees for the Audit of the FFSS 2023
2.3 Voting Procedure
Please see Section B of this Voting Notice.
B. Voting procedure for resolutions listed in A.1 through A.5
I. Participating Members must cast their votes using the “Voting Ballot Sheet.” You may complete the Voting Ballot Sheet using DocuSign without the need of downloading any application or software simply by clicking on the button “Review Document” of the email you received with the subject “Please DocuSign: Voting Ballot Sheet.pdf.”
II. Participating Members will have 30 calendar days to exercise their voting rights starting upon the date of this Voting Notice and ending on July 31, 2024 (the “Voting Period”). Any Voting Ballot Sheet which is submitted after the Voting Period will be disregarded.
III. In order for a resolution to be passed it is required that (i) a simple majority (more than half) of all 191 Participating Members at the time of the publication of this Voting Notice (without consideration of the constituencies) cast a vote either (y) by casting a vote in favor or against the resolution or (z) by abstaining from voting, using the “Voting Ballot Sheet,” and at the same time (ii) no Participating Member cast a vote against the resolution.
IV. If no simple majority of all Participating Members is achieved, the resolution will be deemed rejected.
V. If simple majority of all Participating Members is achieved, but at least one Participating Member has cast a vote against the resolution, a re-counting of the votes at a constituency level will be conducted by the RTRS Secretariat.
VI. If such re-counting of the votes reveals a simple majority (more than half of the valid votes cast) in favor of the resolution within each of the constituencies having cast a vote, the resolution will be deemed passed.
VII. If such re-counting of the votes reveals a simple majority (more than half of the valid votes cast) in favor of the resolution within any of the constituencies having cast a vote not being achieved, the resolution will be deemed rejected.
VIII. In order to calculate whether the simple majority has been achieved under VI and VII above, abstentions will be disregarded.
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