On 29 June 2012, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Company´s Board of Directors had met the previous day to consider an accusation of alleged asset laundering brought by the Argentine Financial Information Unit ("UIF", for its Spanish acronym) against the Company and its directors, with proceedings currently underway before Secretariat No. 17 of Criminal Court No. 9, under Judge Dr. Sergio G. Torres (Case File No. 4,381/12).
Attached is a free translation of the minutes of the meeting of the Company´s Board of Directors, as filed with the Argentine Securities Commission and the Buenos Aires Stock Exchange.
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Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on 28 June 2012, at 4PM, the Board of Directors of Grupo Clarín S.A. meets at the Company´s headquarters of Calle Piedras 1743, Federal Capital. In attendance are Messrs. Héctor Horacio Magnetto, Lucio Rafael Pagliaro, Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Lorenzo Calcagno and Alberto César Menzani and the members of the Supervisory Committee that sign below. The Chairman opens the meeting and submits to the Board´s consideration the following point of the agenda: Accusation brought by the Financial Information Unit (UIF) against the Company and certain of its officers. Director Mr. Alejandro A. Urricelqui asks to speak, and states that according to a publication in newspaper Tiempo Argentino of 15 April 2012, the UIF is said to have broadened the scope of an accusation made against the Company and its directors under File No. 9232/08 before Criminal Court No. 12, under Judge Dr. Sergio G. Torres for alleged asset laundering. The article points out that the basis of this new accusation would be a suspicious transaction report relating to transactions carried out among Grupo Clarín S.A. and certain subsidiaries. Additionally, Mr. Urricelqui continues, on 9 May this year, Tiempo Argentino again insisted on the existence of this proceeding relating to the facts and circumstances that had been previously published. That same article mentions that, after the scope of the accusation was broadened, federal attorney Guillermo Fernando Marijuan "asked the judge in charge of the case to order that these facts be dealt with under a separate file". The article then states that "attorney Marijuan requested Judge Torres that everything that was alleged by the UIF be assigned by lottery to a new court". Both publications, continued Mr. Urricelqui, are identical to a prior publication on the magazine "Veintitres", dated 19 August 2010, where Grupo Clarín S.A. and its directors had been accused of money laundering maneuvers consisting in stock purchases among Grupo Clarín S.A. and certain subsidiaries. Based on the above, and taking into account that many of the facts mentioned in those publications corresponded to information given by the Company to the Argentine Federal Revenue Service ("AFIP") in the course of an overall audit performed by such Service, the Company asked its legal counsel to appear in representation of the Company before the Federal Courts-with original jurisdiction over cases of illegal asset laundering-in order to communicate the Company´s intention to cooperate in the investigation and to ask formally for access to the case files in order to know the terms of the accusation and act in consequence. Next, the Chairman asks Dr. Mauricio de Nuñez, who is present at the meeting, in his capacity as legal counsel on criminal matters, to explain to the Board what has been done to date to fulfil Company instructions. Dr. de Nuñez states that on 11 May the Company appeared before Judge Norberto Oyarbide, assigned to the case by lottery, who added the Company´s presentation to the case file. Dr. de Nuñez added that subsequently, after having learned on 28 May that Attorney Dr. Miguel Osorio had requested a judicial investigation that had resulted in charges being brought against members of the Board of Directors and the Supervisory Committee Messrs. Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, Jorge Carlos Rendo, Pablo Cesar Casey, Ahmad Muneer Satter, Mario Cesar Parrado, Alberto Menzani, Raúl Antonio Moran, Carlos A. P. Di Candia and Miguel Carlos Maxwel, Dr. Magnetto presented himself in Case File No. 4,381/12, Secretariat No. 17 of Criminal Court No. 9, appointed defense attorneys and requested copy of the entire file. From the file he learned that the case had arisen as a consequence of a report made by AFIP of a suspicious transaction whereby a subsidiary of the Company, GCSA Investments LLC, had purchased an equity participation in Compañía Inversora en Medios de Comunicación (CIMECO) S.A., and AFIP´s request for a deeper judicial investigation on the reported facts. Finally, Dr. de Nuñez informed the Board that Chamber II of the Federal Court of Appeals on Criminal Matters had decided that Federal Judge Sergio G. Torres, in charge of Federal Court No. 9, would intervene in the investigation of the facts alleged by UIF, given that Dr. Norberto Oyarbide had excused himself from intervening. Mr. Urricelqui asks to speak and, based on the facts described to that point motions specifically (i) to inform the Argentine Securities Commission as a relevant fact, of the existence of an accusation against the Company and its Directors for alleged money laundering, with proceedings underway before Federal Court No. 9, under Dr. Sergio G. Torres and (ii) that the Company´s legal counsel be requested to make the filings that they deem necessary in order to intervene in said proceedings and assist the Company in its defense. The motion is submitted to a vote and is approved unanimously. Without any further matters to discuss, the meeting is adjourned at 5PM.
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