19 Feb 2014 07:02
Minutes of the Meeting of the Board of Directors No. 245: In the City of Buenos Aires, on the eighteenth day of the month of February 2014, at 16.30 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") 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, Alberto César Menzani and Luis María Blaquier and the undersigned members of the Supervisory Committee. Mr. Héctor H. Magnetto opens the meeting and submits the following point of the agenda to the consideration of those present: Consideration of the courses of action to be followed in light of Resolution No. 193/AFSCA/2014 issued by the Audiovisual Communication Services Law Federal Enforcement Authority -"AFSCA"- with respect to the approval of the Company's proposal to conform [to the terms of the Audiovisual Communication Services Law]. Mr. José Aranda asks to speak and states that as the Directors know, on 4 November 2013, under action No. 22,243, the Company filed with AFSCA a Proposal to conform [to the terms of the Audiovisual Communication Services Law] (Plan de Adecuación) (the "Proposal") pursuant to Section 161 of the Audiovisual Communication Services Law (the "Law"), as implemented by Decree 1225/2010 and Chapter I, Schedule I of AFSCA Resolution No. 297/AFSCA/2010, making the necessary reservations to safeguard the rights of the Company. The abovementioned Proposal was subject to certain amendments that were filed with AFSCA in due course, under supplementary action No. 25,527 of 13 December 2013, No. 25,760 of 19 December 2013 and No. 771 of 14 January 2014. Additionally, [Mr. Aranda] goes on to state that today, pursuant to Resolution No. 193/AFSCA/2014 AFSCA decided to approve the Proposal filed by the Company. Therefore, [Mr. Aranda] motions, specifically, that the Board (i) ackowledge the approval of the Proposal by AFSCA, (ii) provide each director of the Company with a current copy of the Proposal, including comments and opinions of AFSCA, notes filed by the Company, a copy of AFSCA Resolution No. 193/AFSCA/2014 and other related documents. [The Board] also decides that that information will be made available to the general public through the Company's website, (iii) approve all the work of the Adjustment Task Force created pursuant to the Minutes of the Meeting of the Board of Directors of 14 November 2012 and the actions of Messrs. Directors José A. Aranda, Lucio R. Pagliaro, Alejandro A. Urricelqui, Jorge C. Rendo and Pablo C. Casey, and by the attorney-in-fact, María de los Milagros Páez, in connection with the execution of all documents relating to the Proposal, and (iv) add Mr. Sebastián Bardengo to the Adjustment Task Force and order that task force, in addition to the work that was originally commissioned, to (a) analyze the steps and corporate actions required to put the Poposal into effect, (b) make the presentations it may deem necessary before the Argentine Securities Commission, the National Antitrust Commission, the Trade Secretariat, AFSCA and other agencies, in oder to implement those certain aspects of the Proposal that requere the prior waiver from such parties, (c) instruct its counsel to make the necessary filings in the judicial claims related to this matter. The motion is submitted to the vote and is approved unanimously. Additionally, pursuant to the decision of the Board of Directors on 1 November 2013 and the suspension of that meeting by the Board on 3 November 2013, the Board of Directors also decides to call an Extraordinary Shareholders Meeting on 20 March 2014 at 15.00 on first call at the Company's headquarters located on calle Piedras 1743, City of Buenos Aires, in order to consider the following points of the agenda: "1) Appointment of two (2) shareholders to draft and sign the meeting minutes; 2) Consideration Resolution No. 193/AFSCA/2014 of the AFSCA; 3) instruct the Board of Directors to begin with the implementation of the Proposal, including the proposal of those transactions and corporate reorganizations required to such end; 4) approve the work done by the Adjustment Task Force. Grant attorney powers to act before Courts of Justice and the relevant oversight Energies; 5) Appoint representatives of the Company to vote in favor of the Proposal at the shareholders meetings of the subsidiaries". With no further items to discuss, the meeting is adjourned at 17.30 hours.
The following Directors sign the minutes on behalf of the Board: Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey, Alberto César Menzani y Luis María Blaquier
The following member signs the minutes on behalf of the Supervisory Committee: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán y Pablo San Martín.