23 Apr 2018 07:46
GRUPO CLARIN S.A.
Grupo Clarín Holds Annual Ordinary Shareholders' Meeting
Buenos Aires, Argentina, April 23, 2018 - Grupo Clarín S.A. ("GCLA" or "the Company" - BCBA: GCLA; LSE: GCLA) announced today that on April 20, 2018, the Company informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 19 April 2018 the Company had held its Annual Ordinary Shareholders' Meeting, with a quorum of 98.08% of the Company's issued and outstanding capital stock and 99.07% of the votes, at which the shareholders had decided as follows:
1) Appointment of two shareholders to draft and sign the meeting minutes.
By majority vote, the shareholders decided that the meeting minutes be drafted and signed by the representatives of the shareholders GC Dominio S.A. and José Antonio Aranda. The Company registered 217,633,001 affirmative votes and 332 abstentions.
2) Consideration of the documents set forth under Section 234, subsection 1 of Law No 19,550 and related laws, corresponding to fiscal year No. 19, ended 31 December 2017.
By majority vote, the shareholders approved the accounting documents provided under Section 234, subsection 1 of Law No. 19,550 corresponding to the fiscal year ended 31 December 2017. The Company registered 217,633,001 affirmative votes and 332 abstentions.
3) Consideration of the performance of the members of the Board of Directors.
By majority vote, the shareholders approved the performance of the members of the Board of Directors. The Company registered 217,633,001 affirmative votes and 332 abstentions.
4) Consideration of the compensation of the members of the Board of Directors for the fiscal year ended 31 December 2017. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2018, 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, the shareholders approved the compensation for the members of the Board for the year ended 31 December 2017 and authorised the Board of Directors to pay advances on compensation for fiscal year 2018, 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. The Company registered 207,345,952 affirmative votes and 10,287,381 abstentions.
5) Consideration of the performance of members of the Supervisory Committee.
By majority vote, the shareholders approved the performance of the members of the Supervisory Committee. The Company registered 217,633,001 affirmative votes and 332 abstentions.
6) Consideration of the compensation of the members of the Supervisory Committee for the fiscal year ended 31 December 2017. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2018, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.
By majority vote, the shareholders approved the payment to each member of the Supervisory Committee of Ps. 660,000 as compensation for the work performed and, secondly, authorised the Board of Directors was authorised to pay advances in the amount of Ps. 774,000 to each of the members of the Supervisory Committee for fiscal year 2018, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the members of the Supervisory Committee. The Company registered 216,955,317 affirmative votes and 678,016 abstentions.
7) Consideration of the application of the Company's Retained Earnings as of 31 December 2017, which are of Ps. 851,733,740. The Board of Directors proposes the following allocation: i) Increase of the existing discretionary reserve for future dividends by Ps. 200,000,000. Ii) Increase the reserve to guarantee the liquidity of the Company and its subsidiaries by Ps. 150,000,000 and iii) Increase the reserve for illiquid results by Ps. 501,733,740.
By majority vote, the shareholders approved the allocation of retained earnings proposed by the Board of Directors, and the delegation on the Board of Directors of the power to disaffect up to Ps. 200,000,000 allocated to the Reserve for Future Dividends in order to make dividend payments, which power may be exercised in one or more payments until the celebration of the next annual shareholders' meeting. The Company registered 216,565,379 affirmative votes, 1,067,622 negative votes and 332 abstentions.
8) Appointment of the members and alternate members of the Board of Directors.
The shareholders held sessions as special shareholders' meeting of the common Class A, Class B and Class C shares, respectively and in that order.
Unanimously, Messrs. Jorge Carlos Rendo, Héctor Mario Aranda, Felipe Noble Herrera, Alma Rocío Aranda, Horacio Ezequiel Magnetto and Francisco Pagliaro were appointed as Directors for the "Class A" shares and Messrs. Francisco Iván Acevedo, Martín Gonzalo Etchevers, Patricia Miriam Colugio, Eloisa Prieri Belmonte, Eugenio Eduardo Sosa Mendoza and Marcelo Fernando Boncagni were appointed as Alternate Directors for the "Class A" shares. It was stated for the record that all of the Directors proposed by the Class A shares are non-independent.
Immediately after that, a special meeting of the Class B shareholders took place, at which the shareholders approved, by majority vote (with 54,816,520 affirmative votes, 1,890,870 negative votes and 10,446,751 abstentions) the appointment of Messrs. Lorenzo Calcagno and Alberto César Menzani as Directors for the "Class B" shares and Messrs. Carlos Rebay and Luis Germán Fernández as Alternate Directors for the "Class B" shares. Pursuant to the Rules of the Argentine Securities Commission, it was stated for the record that all of the Directors proposed by the Class B shares are independent.
After that, a special meeting of the Class C shareholders took place, at which the shareholders approved unanimously to appoint Miss María Florencia Pagliaro and Mr. Ignacio Rolando Driollet as Directors for the "Class C" shares and Messrs. Lucas Puentes Solari and Horacio Eduardo Quirós as Alternate Directors for the "Class C" shares and, pursuant to the Rules of the Argentine Securities Commission, it was stated for the record that all of the Directors proposed are non-independent.
9) Appointment of the members and alternate members of the Supervisory Committee.
Next, the shareholders again held sessions as special shareholders' meeting of the common Class A shares, the Class A and Class B shares (acting as a single class), and Class C shares.
First, the Class A shareholders held a special shareholders' and approved unanimously the appointment of Mr. Hugo Ernesto López as syndic for the "Class A" shares and Mr. Jorge Jaime José de la María Martínez de Hoz as alternate syndic for that Class. In addition, it was stated for the record that Mr. López qualifies as independent under the Rules of the Argentine Securities Commission, while Mr. de la María Martínez de Hoz is not independent pursuant to the Rules of the Argentine Securities Commission.
Following that, a special shareholders' meeting of Class A and Class B shares acting as a single class took place pursuant to Article Twenty Second of the Bylaws to appoint the syndics corresponding to Class B, and by majority vote (with 84,934,073 affirmative votes, 9,609,365 negative votes and 837,386 abstentions) they appointed Mr. Carlos Alberto Pedro Di Candia as syndic and Mr. Miguel Angel Mazzei as alternate syndic appointed by the "Class A" and "Class B" shares, which voted as a single class for such purpose. It was stated for the record that Messrs. Di Candia and Mazzei qualify as independent pursuant to the Rules of the Argentine Securities Commission.
Following that, a special shareholders' meeting of Class C shares took place, at which the shareholders unanimously approved the appointment of Mr. Daniel HIrsch as syndic and Mrs. Adriana Estela Piano as alternate syndic for the Class C shares. It was stated for the record that Mr. Hirsch and Mrs. Piano qualify as independent pursuant to the Rules of the Argentine Securities Commission.
10) Approval of the annual budget of the Audit Committee.
The shareholders approved by majority vote the sum of Ps. 850,000 as the annual budget for the functioning of the Audit Committee. The Company recorded 217,633,001 affirmative votes and 332 abstentions.
11) Consideration of the fees of the External Auditor for the fiscal year ended 31 December 2017.
The shareholders approved by majority vote the sum of Ps. 2,395,000 as fees for the External Auditor for the fiscal year ended on 31 December 2017. The Company recorded 216,955,317 affirmative votes and 678,016 abstentions.
12) Appointment of the Company's External Auditor.
By majority vote, the shareholders approved the appointment of PRICE WATERHOUSE & CO. S.R.L. as External Auditors of the Company and Messrs. Carlos Alberto Pace, as head certifying accountant and Mr. Alejandro Javier Rosa, as alternate certifying accountant, both partners of such Firm. The Company registered 217,033,957 affirmative votes and 599,376 abstentions.
Enquiries:
In Buenos Aires:
Agustín Medina Manson/Patricio Gentile
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