28 Apr 2016 07:10
GRUPO CLARIN S.A.
Grupo Clarín Holds Annual Ordinary Shareholders' Meeting
On 26 April 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 25 April 2016 the Company had held its Annual Ordinary Shareholders' Meeting, with a quorum of 98.07% of the Company's issued and outstanding capital stock and 99.06% 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 Aranlú S.A. and GC Dominio S.A. The Company registered 585,733,266 affirmative votes and 47,480 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. 17, ended 31 December 2015.
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 2015. The Company registered 585,698,552 affirmative votes and 82,194 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 559,866,871 affirmative votes and 25,913,875 abstentions.
4) Consideration of the compensation of the members of the Board of Directors for the fiscal year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2016, 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 and authorised the payment of advances on compensation for fiscal year 2016, subject to the decision of the shareholders at the next Shareholders' Meeting. The Company registered 559,229,779 affirmative votes, 343,486 negative votes and 26,207,481 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 559,866,871 affirmative votes and 25,913,875 abstentions.
6) Consideration of the compensation of the members of the Supervisory Committee for the fiscal year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2016, 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 compensation of the members of the Supervisory Committee. The Board of Directors was authorised to pay advances on fees for fiscal year 2016, subject to the decision of the shareholders at the next shareholders' meeting. The Company registered 585,096,174 affirmative votes, 343,486 negative votes and 341,086 abstentions.
7) Consideration of the application of the Company's Retained Earnings as of 31 December 2015, which are of Ps. 1.884.929.369. Distribution of dividends and integration of reserves. The Board proposes the following allocation: a) Distribution of cash dividends: USD 300,000,000, and b) Integration of the existing Optional Reserve for Future Dividends: Ps. 1,584,929,369.
By majority vote, the shareholders approved to allocate the results of the fiscal year, which were of Ps. 1,884,929,369 according to the following detail: i) Ps. 300,000,000 to the Distribution of Dividends, payable within thirty days of the Shareholders' Meeting, and (ii) the balance, i.e. Ps. 1,584,929,369 to the Optional Reserve for Future Dividends. The Company registered 585,733,266 affirmative votes and 47,480 abstentions.
8) Appointment of the members and alternate members of the Board of Directors.
The shareholders' meeting held its session 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, Alejandro Alberto Urricelqui, Pablo César Casey, Horacio E. Quirós, Héctor Mario Aranda and Ignacio Rolando Driollet were appointed as Directors for the "Class A" shares and Messrs. Martín Gonzalo Etchevers, Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo and Marcelo Alejandro Trivarelli 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 150,706,544 affirmative votes, 3,808,332 negative votes and 26,207,481 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 and 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 Messrs. Gonzalo Blaquier and Sebastián Salaber as Directors for the "Class C" shares and Messrs. Gervasio Colombres and Francisco Saravia as Alternate Directors for the "Class C" shares and 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.
The shareholders' meeting again held its session 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. As special shareholders' meeting of the Class A shares, the shareholders approved unanimously the appointment of Mr. Raúl Antonio Morán as syndic for the "Class A" shares and Mr. Hugo Ernesto López as alternate syndic for that Class and it was stated for the record that both qualify as independent. 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 they appointed (with 230,151,694 affirmative votes, 229,100 negative votes and 26,321,867 abstentions) 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. Following that, a special shareholders' meeting of Class C shares took place, and they unanimously approved the appointment of Mr. Pablo San Martín as syndic and Mr. Rubén Suárez as alternate syndic for the Class C shares and it was stated for the record that Messrs. San Martín and Suárez qualify as independent.
10) Approval of the annual budget of the Audit Committee.
The shareholders approved by majority vote the sum of Ps. 700,000 as the annual budget for the Audit Committee. The Company recorded 585,096,174 affirmative votes, 343,486 negative votes and 341,086 abstentions.
11) Consideration of the fees of the External Auditor for the fiscal year ended 31 December 2015.
The shareholders approved by majority vote the sum of Ps. 2,118,000 as fees for the External Auditor for the tasks performed during the fiscal year ended on 31 December 2015. The Company recorded 585,096,174 affirmative votes, 229,100 negative votes and 455,472 abstentions.
12) Consideration of the extension of the maximum term of three years during which Price Waterhouse & Co. S.R.L. will perform auditing tasks for the Company, pursuant to Section 28 of chapter III of title II of the Rules of the National Securities Commission (as restated in 2013 and amended) for fiscal years 2016, 2017 and 2018. Appointment of the Company's External Auditor.
By majority vote, the shareholders approved the extension of the maximum term of three years during which Price Waterhouse & Co. S.R.L. will perform auditing tasks for the Company ) for fiscal years 2016, 2017 and 2018 and the appointment as External Auditor of the Company for the year ended on 31 December 2016 of Mr. Carlos Alberto Pace, as head auditor and Mr. Alejandro Pablo Frechou, as alternate auditor, both partners of the Firm PRICE WATERHOUSE & CO. S.R.L. The Company registered 585,096,174 affirmative votes, 114,386 negative votes and 570,186 abstentions.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money/Clare Gallagher
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