3 Mar 2014 08:06
Minutes of the Meeting of the Board of Directors No. 247:In the City of Buenos Aires, on the twenty eighth day of the month of February 2014, at 13.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 1743 of this City, with the presence of Messrs. Directors Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey, Lorenzo Calcagno, Alberto César Menzani and Luis María Blaquier, and the alternate Directors Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet and Sebastián Bardengo, and the undersigned members of the Supervisory Committee. Mr. Héctor H. Magnetto opens the meeing and submits the following point of the agenda to the consideration of those present: Acknowledgment of the licenses requested by the Messrs. Directors Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro and Ralph Booth II. Replacement of Directors with alternate Directors. The Chairman of the Board speaks and states that on the previous day the Company received four notices from the Directors Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro and Ralph Booth II-the language of which is transcribed at the end of these minutes-whereby they requested a license from the exercise of their positions until the next Shareholders' Meeting on which the authorities of the Company will be renewed. In light of the above, Mr. Jorge Rendo, who considers that the grounds expressed by the Directors for the request of their respective licenses are reasonable, states that the granting of the licenses does not cause prejudice to the normal functioning of this Board and does not affect or hinder the decisions that this body must make during the period in which this license is maintained and, given that the alternate Directors who will take over the positions of the licensed Directors are present, this body will not be affected either. Therefore, he motions, specifically: (i) to accept the licenses requested by the Directors named above, and (ii) that the alternate Directors Hector Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Ignacio R. Driollet and Sebastián Bardengo assume their respective positions during the term of the approved licenses. The motion is put to the consideration of the board and approved unanimously with the abstention of the Directors who have requested the licenses with respect to each of themselves. Messrs. Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Ignacio R. Driollet and Sebastián Bardengo, who are present at the meeting, accept their positions, all in conformity with Section 258 of the Corporate Law, the Company's Bylaws and the decision adopted at the General Annual Ordinary Shareholders' Meeting held on 25 April 2013. Mr. Rendo again speaks and states that it is necessary that the Board, now composed by the Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Luis María Blaquier andSebastián Bardengo, appoint its Chairman and Vice Chairman. Mr. Pablo César Casey motions that Jorge Carlos Rendo be appointed Chairman and Alejandro Alberto Urricelqui be appointed Vice Chairman. Mr. Casey's motion is put to the consideration of the Board and approved unanimously. With no further items to discuss, the meeting is adjourned at 13.45 hours.
Signing on behalf of the Board: Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey, Lorenzo Calcagno, Alberto César Menzani and Luis María Blaquier, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet and Sebastián Bardengo.
Singing on behalf of the Supervisory Committee: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín.
[License Request Notices (*)]
Buenos Aires, 27 February 2014
Messrs. BOARD OF DIRECTORS of
GRUPO CLARIN S.A.
By Hand
Dear Sirs:
Given the Proposal to Conform [the Company to the Requirements of the Media Law] that will be considered at the Shareholders Meeting called for next 20 March 2014, and the transactions and corporate reorganizations that as a consequence [of such Plan] may be considered by the Board of Directors to implement such Plan, I deem it prudent to request a license from my position as Director of the Company until the next Shareholders' Meeting on which the authorities of the Company will be renewed.
[Sincerely],
/s/ Héctor Horacio Magnetto
[(*) three additional notices with identical language and signed, respectively, by Messrs. José Antonio Aranda, Lucio Rafael Pagliaro and Ralph Booth II are intentionally omitted.]