17 Jul 2013 07:00
GRUPO CLARIN S.A.
Argentine Securities Commission declares Shareholders' Meeting Ineffective
On 15 July 2013, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 12 July 2013 the Company had been served notice of Resolution No. 17,131, dated 11 July 2013, whereby the Argentine Securities Commission declared the irregularity and ineffectiveness for administrative purposes, of the decisions adopted at the General Annual Ordinary Shareholders' Meeting held on 25 April 2013, based on arguments that are absolutely fallacious and not pertinent.
In the opinion of the Company and its legal advisors, the abovementioned Resolution, among other things, is null and void for lack of sufficient grounds, and has been issued in a clear abuse of authority. It is a new step in the strategy drawn by the National Government to intervene the Company.
In light of the above, the Company will file the corresponding appeals and other actions to avoid another trampling of its rights.
Attached is a free translation of the relevant sections of Resolution No. 17,131.
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
FREE TRANSLATION
S.C. C.N.V. Nº 34 [illegible]
Ministry of Economy and Public Finances
National Securities Commission
NOTICE
Buenos Aires, 12 JUL 2013
GRUPO CLARÍN S.A.
Piedras 1743
Autonomous City of Buenos Aires
RE. FILE Nº 737/2013
I hereby address you in connection with the referred File, in the framework of the powers vested [on the National Securities Commission] by Law No. 26,831, in order to inform you of the decision adopted by the Honorable Board of Directors of the NATIONAL SECURITIES COMMISSION (CNV) pursuant to CNV Resolution No. 17,131 (11.07.2013), attached hereto in TEN (10) pages.
You are hereby duly served notice.
/s/ LUIS FELIPE MARROLLO
Attorney
A/C Issuers Subdivision (Subgerencia de Emisoras)
National Securities Commission
FREE TRANSLATION (cont'd)
Ministry of Economy and Public Finances
National Securities Commission
BUENOS AIRES, 11 JUL 2013
RESOLUTION Nº 17131
HAVING SEEN File No. 737/2013 entitled "Grupo Clarín re./follow-up Ordinary Shareholders Meeting of 25.4.2013", the opinions of the ISSUERS' DIVISION (Gerencia de Emisoras), the LEGAL SUBDIVISION (Subgerencia Legal) and the GENERAL MANAGEMENT (Gerencia General); and
WHEREAS:
(i).- Intervention of legal counsel throughout the shareholders' meeting.
One can observe by reading the minutes of the General Annual Ordinary Shareholders' Meeting of GRUPO CLARÍN S.A. held on 25.4.2013 that the person who declared the meeting open was the legal counsel, when that is a function that is proprietary and exclusive to the Chairman of the Meeting.
[Five paragraphs intentionally omitted]
Later in the minutes, the meeting appears to be presided by the COMPANY'S Vice-chairman, who pursuant to Section fifteen of the Company Bylaws replaces the Chairman in his functions, without, however, informing the impediment that would render that function operational.
The absence of the Chairman of the COMPANY was noted by a shareholder with the meeting underway, when [the shareholders] considered point 3º of the agenda "Consideration of the performance of the members of the Board of Directors" (see that point of the agenda in the minutes), showing the lack of information of shareholders in general.
The excesses in the intervention of the legal counsel were not limited to the opening of the meeting and the verification of quorum, but rather, one may observe an active participation throughout the meeting, giving explanations, driving the meeting, and managing it, which is an exclusive power of the Chariman.
Such attitude was censured by the shareholder ANSES throughout the meeting, without the legal counsel ceasing in her attitude.
In summary, the legal counsel co-directed the shareholders' meeting.
[Five paragraphs intentionally omitted]
The repeated intervention of the legal counsel in the shareholders' meeting, the way it was done, breached the provisions set forth under Sections 240 and 242 of Law No. 19,550 and Section twenty three of the Bylaws of GRUPO CLARIN S.A.
(ii) Lack of information to minority shareholder
Throughout the treatment of the items of the agenda one observes a lack of information to the minority shareholder with respect to the performance of the administrative and control bodies, compensation policy, information included in the financial statements, among others.
[Ten paragraphs intentionally omitted]
(iii) Absence of Directors
According to the report of pp. 23/29, three directors were absent from the meeting, one of whom was an "American" director about whom [the Company] informed that he was in the United States.
[Two paragraphs intentionally omitted]
The minutes reveal the absence of three directors, with any justification, which would contradict Section 240 of Law No. 19,550, which was not informed when the meeting was opened.
[Ten paragraphs intentionally omitted]
The observations made [above] reveal the irregularities that occurred at the shareholders' meeting, in breach of the Company's bylaws, Law No. 19,550 and Law No. 26,831.
Accordingly, the meeting cannot receive administrative approval.
[One paragraph intentionally omitted]
Section 19 subsection i) of Law No. 26,831 provides that the NATIONAL SECURITIES COMMISSION, as oversight authority of public offerings has the power to declare acts performed in breach of the law, the bylaws or regulations as irregular and ineffective for administrative purposes.
[Nine paragraphs intentionally omitted]
The irregularity and ineffectiveness does not nullify the corporate act, it only reveals its declaration as irregular and renders it ineffective exclusively in the administrative field, so that it may be reframed within legal bounds.
[Four paragraphs intentionally omitted]
Therefore,
THE NATIONAL SECURITIES COMMISSION
DECIDES:
ARTICLE 1º.- To declare the irregularity and ineffectiveness for administrative purposes of the decisions adopted at the General Annual Ordinary Shareholders' Meeting of GRUPO CLARÍN S.A. held on 25.4.2013.
ARTICLE 2º.- Let [this resolution] be registered, notified with authenticated copy of this Resolution to the company, the BUENOS AIRES STOCK EXCHANGE, for purposes of its publication in its Daily Bulletin, and uploaded to the website of this Agency at www.cnv.gob.ar.
/s/ HECTOR O. HELMAN
DIRECTOR
/s/ HERNAN FARDI
VICE CHAIRMAN
/s/ ALEJANDRO VANOLI
CHAIRMAN