GCLA.L Regulatory News (GCLA)

GRUPO CLARIN S.A.

Board of Directors proposes Directors' Fees for 2014

On 10 March 2015, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 6 March 2015 the Company's Board of Directors held a meeting where it decided to submit to the shareholders, at the Annual Ordinary Shareholders' Meeting, a proposal relating to board-member fees for fiscal year 2014. On 9 March 2015, the Company's Audit Committee decided that, considering the professional background and reputation of the members of the Board, the tasks performed, their responsibility and the time devoted to their position, as well as the report issued by an independent consultant about comparable market conditions, the Board of Directors' fee proposal was reasonable.

Attached as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors of 6 March 2015. Attached as Exhibit B is a free translation of the minutes of the meeting of the Audit Committee of 9 March 2015.

Enquiries:

In Buenos Aires:

Alfredo Marín/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

EXHIBIT A

FREE TRANSLATION

Minutes of the Meeting of the Board of Directors No. 305: In the City of Buenos Aires, on the 6th day of the month of March 2015 at 9.00 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743, Federal Capital, with the presence of Messrs. Directors Alejandro Alberto Urricelqui, Pablo César Casey, Hernán P. Verdaguer, Ignacio Rolando Driollet, Héctor Mario Aranda, Alberto César Menzani, Lorenzo Calcagno and Sebastián Salaber. The Vice Chairman, in his position as acting Chairman, Mr. Alejandro Urricelqui, submits the following point of the agenda to the consideration of those present: "Board Members' fee proposal corresponding to fiscal year 2014". Mr. Urricelqui speaks and states that at the Company's Annual Ordinary Shareholder's Meeting of 29 April 2014, the shareholders authorised the payment of advances on board-member fees for the fiscal year ending on 31.12.2014, subject to the decision of the shareholders at the [following] Annual Ordinary Shareholder's Meeting. In that regard, the fee proposal for the tasks performed by the Board of Directors of the Company that will be submitted to the shareholders is the following: to the directors appointed by the Class A shares, Ps. 4,706,284; to the directors appointed by the Class B shares, Ps. 1,403,142; to the directors appointed by the Class C shares, Ps. 1,197,428, resulting in an aggregate of Ps. 7,306,854. Mr. Urricelqui adds that Capital Markets Law No. 26,831 provides that the Audit Committee shall issue an opinion about the reasonableness of any board-member fee proposals that the managing body of the Company may make. For that reason, [Mr. Urricelqui] motions that the Company's Audit Committee be requested to issue its opinion about the board-members' fee proposal, consisting in the abovementioned values. Mr. Urricelqui adds that for the evaluation that the Audit Committee must make, it will have individual information per board member, which the Company shall duly file with the Argentine Securities Commission pursuant to current regulations. The motion is submitted to a vote and approved unanimously. With no more matters to discuss, the meeting is closed at 10.00 hours.

Signors for the Board of Directors: Alejandro Alberto Urricelqui, Pablo César Casey, Hernán P. Verdaguer, Ignacio Rolando Driollet, Héctor Mario Aranda, Alberto César Menzani, Lorenzo Calcagno and Sebastián Salaber.

Signors for the Supervisory Committee:Carlos A. P. Di Candia, Raúl A. Morán, y Pablo San Martin

EXHIBIT B

FREE TRANSLATION

Minutes of the Meeting of the Audit Committee No. 131: In the City of Buenos Aires, on the 6th day of the month of March 2015 at 19.00 hours, the Audit Committee of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743, Federal Capital, with the presence of Messrs. Directors Alejandro Alberto Urricelqui, Alberto César Menzani and Lorenzo Calcagno. With sufficient quorum, the Chairman of the Audit Committee, Mr. Menzani, opens the meeting and moves to consider the only point of the Agenda: Opinion about the reasonableness of the fee proposal for members of the Company's Board of Directors for fiscal year 2014, that the Board of Directors will submit to the Company's shareholders. Mr. Urricelqui speaks and expresses that pursuant to Section 110 (e) of Law No. 26,831, the Audit Committee must issue an opinion about the reasonableness of such proposal. In that regard, he states that the Company's Board of Directors, on 6 March 2015, requested this Committee's opinion on the fee proposal for fiscal year 2014, which according to the [decision adopted at] the Company's Annual Ordinary Shareholder's Meeting of 29 April 2014, the Board of Directors was authorised to pay in advance, subject to the decision of the shareholders at the [following] Annual Ordinary Shareholder's Meeting. In that regard, the proposal made by the Company's Board of Directors is the following: to the directors appointed by the Class A shares, Ps. 4,706,284; to the directors appointed by the Class B shares, Ps. 1,403,142; to the directors appointed by the Class C shares, Ps. 1,197,428, resulting in an aggregate of Ps. 7,306,854. The Members of the Audit Committee indicate that considering the professional background and reputation of the members of the Board, the tasks performed, their responsibility and the time devoted to their position, as well as the report issued by an independent consultant about comparable market conditions, the fees that are the object of the proposal are reasonable. The Audit Committee clarifies that for its evaluation it had individual information per board member, which the Company shall duly file with the Argentine Securities Commission pursuant to current regulations. Messrs. Directors Alberto Menzani, Alejandro Urricelqui and Lorenzo Calcagno abstain from issuing an opinion about themselves for reasons of conflict and prudent personal decorum. After a brief exchange of ideas, the Committee decides unanimously to approve the opinion and to inform the Board of Directors of its decision for all purposes. With no more matters to discuss, the meeting is closed at 20.00 hours.

Signors for the Audit Committee: Menzani; Calcagno; Urricelqui.