7 Oct 2014 07:21
GRUPO CLARIN S.A.
Board of Directors Receives Note from Shareholder
On 6 October 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Board of Directors of the Company had held a meeting on 3 October 2014, in which the Board of Directors had considered a note received from the trustees of LRP Grupo Clarín New York Trust in connection with the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law.
Attached hereto are free translations of the minutes of the meeting of the Board of Directors and of the note referred above.
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
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 286: In the City of Buenos Aires, on the 3rd day of the month of October 2014, at 16.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 174, Federal Capital, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Lorenzo Calcagno, Alberto César Menzani, Sebastián Salaber and of the undersigned members of the Supervisory Committee. The Chairman, Mr. Jorge Carlos Rendo, opens the meeting and submits the following point of the agenda to the consideration of those present: Consideration of the Note received from a shareholder of the Company in connection with the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law. The Chairman states that the Company has received, via e-mail, a letter sent by the trustees of the LRP Grupo Clarín New York Trust-the full text of which is transcribed below-in connection with the receipt by the Company of Note 640/AFSCA/2014. Under such note, and notwithstanding that the shareholder holds that the names of the trustees proposed by such shareholder in the event of the occurrence of the spinoff of the Company are in full compliance with the Audiovisual Communication Services Law and do not give rise to practices of undue concentration, the shareholder informs its intention to change some of the persons it had appointed as trustees, replacing Messrs. David C. Camerini and José María Sáenz Valiente (h) by other individuals who are not related in the manner noted by AFSCA. The shareholder undertakes to communicate soon the names of the trustees who will replace them. Given the importance of the letter, the Chairman motions that this Board take due note of its contents, that the letter be sent to the National Securities Commission and that the decision adopted by the shareholder be communicated to the Audiovisual Communications Federal Enforcement Authority. The motion is submitted to a vote and approved unanimously. With no further items to discuss, the meeting is adjourned at 17.00 hours.
Directors: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Lorenzo Calcagno, Alberto César Menzani, Sebastián Salaber.
Supervisory Committee: Raúl Antonio Morán y Miguel Angel Mazzei.
2 October 2014
Grupo Clarín S.A.
Mr. Jorge Rendo
Chairman
Within the framework of the implementation of the Plan to Conform Grupo Clarín S.A. to the Audiovisual Communication Services Law, and in response to Note 640 AFSCA/DGAJyRSGAK/DAyT/14 that that company sent us on 23 September 2014, and without prejudice to our understanding that the names of the trustees proposed for LRP Grupo Clarín New York Trust in the event of the occurrence of the spinoff of the Company are in full compliance with the Audiovisual Communication Services Law and do not give rise to practices of undue concentration taking into account the names of the trustees proposed for ELHN Grupo Clarín New York Trust and HHM Grupo Clarín New York Trust, we hereby inform, in spite of the blatant inapplicability and arbitrariness of the request ordered by AFSCA to that Company, our intention to change some of the persons appointed as trustees for LRP Grupo Clarín New York Trust, replacing Messrs. David C. Camerini and José María Sáenz Valiente (h) by other individuals who are not related in the manner noted by Oversight Agency.
The trustees that who finally replace Messrs. David C. Camerini and José María Sáenz Valiente (h) will be informed to the Company shortly for their subsequent communication to the Enforcement Authority.
Sincerely,
[Two Illegible signatures, each identified as "Trustee"]