4 May 2020 08:48
GRUPO CLARIN S.A.
Grupo Clarín Holds Annual Ordinary Shareholders' Meeting
On 4 May 2020, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 30 April 2020 the Company had held its Annual Ordinary Shareholders' Meeting. The Shareholders' Meeting was held remotely due to the extension of the restrictions to the free circulation of persons in general established by Decree No. 408/2020, as provided under Resolution No. 830/2020 of the Argentine Securities Commission. The Shareholders' Meeting had a quorum of 97.61% of the Company's issued and outstanding capital stock and 98.84% of the votes. At the meeting, the shareholders decided as follows:
Point to be considered prior to the Agenda, pursuant to Resolution 830/2020: "Holding of Shareholders' Meeting Remotely". Unanimously, taking into account all computable votes, the shareholders resolved to hold the Shareholders' meeting remotely.
1) "Appointment of two (2) shareholders to sign the meeting minutes."
Unanimously, the shareholders resolved that the meeting minutes be signed by the representative of the shareholders Daniel Burgueño and the representative of the shareholder GC Dominio S.A.
2) "Consideration of the documents set forth under Section 234, subsection 1 of Law No 19,550 and related laws, corresponding to economic year No. 21, ended 31 December 2019."
The shareholders unanimously approved the accounting documents provided under Section 234, subsection 1 of the General Companies Law corresponding to economic year No. 21 ended 31 December 2019.
3) "Consideration of the performance of the members of the Board of Directors."
The shareholders unanimously approved the performance of all members of the Board of Directors who were in office during the fiscal year ended on 31 December 2019 and up to the date of the shareholders' meeting.
4) "Consideration of the compensation of the members of the Board of Directors (Ps. 37,775,887 allocated amount) for the economic year ended 31 December 2019, which yielded a computable loss, as defined in the Rules of the Argentine Securities Commission."
By majority vote (207,525,114 affirmative votes, 9,609,365 negative votes), the shareholders approved an aggregate amount of Ps. 37,775,887 as fees to the Board of Directors for the fiscal year ended on 31 December 2019.
5) "Authorisation to the Board of Directors to pay advances on compensation for economic year 2020 to directors that perform technical administrative functions and/or special commissions and/or independent directors, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered."
By majority vote (207,525,114 affirmative votes, 9,609,365 negative votes), the shareholders authorised the Board of Directors to pay advances on fees for fiscal year 2020 to directors that perform technical administrative functions and/or special commissions and/or independent directors within the framework of the General Companies Law, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the Members of the Board of Directors, up to Ps. 35,000,000.
6) "Consideration of the performance of members of the Supervisory Committee."
Unanimously, the shareholders approved the performance of all members of the Supervisory Committee during the fiscal year ended on 31 December 2019 and up to the date of the shareholders' meeting.
7) "Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2019. Authorisation to the Board of Directors to pay advances on compensation for economic year 2020, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered."
Unanimously, taking into account all computable votes, the shareholders approved the payment of Ps. 2,394,000 proposed by the Board of Directors as fees to the members of the Supervisory Committee for the economic year ended on 31 December 2019 and to authorise the Board of Directors to pay advanced fees to the members of the Supervisory Committee for fiscal year 2020, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the members of the Supervisory Committee, up to an aggregate amount of Ps. 3,500,000.
8) "Consideration of the application of the Company's Retained Earnings as of 31 December 2019, which yielded a negative result of Ps. 1,507,321,349. The Board of Directors proposes [that the Company] absorb the negative retained earnings pursuant to Article 11, Chapter III, Title IV of the Rules of the Argentine Securities Commission (as restated in 2013), as follows: i) by partially reversing the Issuance Premium."
Unanimously, the shareholders resolved to absorb the negative retained earnings as of 31 December 2019, which as of such date were of Ps. 1,507,321,349 by partially reversing the issuance premium, in compliance with the Rules of the Argentine Securities Commission. The Company stated, for the record, that such amount, adjusted for inflation as of 31 March 2020 using the National Consumer Price Index (National CPI) published on 15 April 2020, pursuant to Resolution 777/18 of the Argentine Securities Commission, as of Ps. 1,624,885,248.
9) "Appointment of the members and alternate members of the Board of Directors."
By the unanimous vote of the Class "A" shares, the Class "A" shareholders appointed Messrs. Jorge Carlos Rendo, Héctor Mario Aranda, Felipe Noble Herrera, Horacio Ezequiel Magnetto, Francisco Pagliaro and Mrs. Alma Rocío Aranda as Directors for the "Class A" shares and Messrs. Francisco Iván Acevedo, Martín Gonzalo Etchevers, Eugenio Eduardo Sosa Mendoza, Marcelo Fernando Boncagni, Alberto Pedro Marina and Mrs. Patricia Miriam Colugio as Alternate Directors for the "Class A" shares. All of the directors appointed by the Class "A" shares are non-independent.
By majority vote of the Class "B" shares (56,272,796 affirmative votes, 658,614 negative votes and 9,723,877 abstentions), the Class "B" shareholders appointed Messrs. Lorenzo Calcagno and Andrés Riportella as Directors for the "Class B" shares and Messrs. Carlos Rebay and Luis Germán Fernández as Alternate Directors for the Class "B" shares. All of the directors appointed by the Class "B" shares are independent.
By the unanimous vote of the Class "C" shares, the Class "C" shareholders appointed Messrs. Horacio Eduardo Quirós and Ignacio Rolando Driollet as Directors for the "Class C" shares and Messrs. Lucas Puentes Solari and Alfredo Enrique Kahrs as Alternate Directors for the Class "C" shares. All of the directors appointed by the Class "C" shares are non-independent.
10) "Appointment of the members and alternate members of the Supervisory Committee."
By the unanimous vote of the Class "A" shares, the Class "A" shareholders appointed Mr. Hugo Ernesto López and Mr. Jorge Jaime José de la María Martínez de Hoz, respectively, as syndic and alternate syndic for the "Class A" shares. Messrs. López and Martínez de Hoz qualify as independent under the Rules of the Argentine Securities Commission.
By majority vote of the Class "A" and Class "B" shares, voting as a single Class (85,158,093 affirmative votes, 9,609,365 negative votes and 114,512 abstentions) the Class "A" and Class "B" shareholders appointed Messrs. Carlos Alberto Pedro Di Candia and Mr. Miguel Angel Mazzei, respectively, as syndic and alternate syndic. Messrs. Di Candia and Mazzei qualify as independent pursuant to the Rules of the Argentine Securities Commission.
By the unanimous vote of the Class "C" shares, the Class "C" shareholders appointed Mrs. Adriana Estela Piano as syndic and Ms. Silvina Andrea Tedín as alternate syndic for the Class "C" shares. Mrs. Piano and Mrs. Tedín qualify as independent pursuant to the Rules of the Argentine Securities Commission.
11) "Approval of the annual budget of the Audit Committee."
The shareholders unanimously resolved to set at Ps. 1,000,000 as the annual budget for the functioning of the Audit Committee.
12) "Consideration of the fees of the External Auditor for the economic year ended 31 December 2019."
The shareholders unanimously, taking into account all computable votes, approved the sum of Ps. 4,369,000 as auditor's fees for tasks developed during the fiscal year ended on 31 December 2019.
13) "Appointment of the Company's External Auditor."
The shareholders unanimously approved the appointment as auditing firm of PRICE WATERHOUSE & CO. S.R.L. and Messrs. Alejandro Javier Rosa and Carlos Pace, both of them members of such Firm, as head certifying accountant and alternate certifying accountant, respectively.
Enquiries:
In Buenos Aires:
Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com