27 May 2014 07:57
GRUPO CLARIN S.A.
Grupo Clarín calls Extraordinary Meeting of Shareholders
On 26 May 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 decided to call an Extraordinary Meeting of the Shareholders of Grupo Clarín S.A. to be held on 30 June 2014 at 11.00am on first call at the Company's headquarters located on calle Piedras 1743, Federal Capital, in order to consider the following points of the agenda:
"1) Appointment of two (2) shareholders to draft and sign the meeting minutes;
2) In connection with the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law] that was declared formally admissible by AFSCA, consideration of the alternatives that were analysed by the Board of Directors of the Company with respect to Units 1 and 2 contemplated in the abovementioned Plan. Consideration of the irrevocable offers received by the Company-if any, at the time of the Shareholders' Meeting- the commercial terms of which may have been approved by the Board of Directors for the sale of the abovementioned Unit(s). Alternatively, consideration of the Company's partial spin-off proposal approved by the Board of Directors at the meeting held on 13 May 2014. Consideration of the Company's Special Parent-Only Financial Statements as of 3.31.14 and of the Company's Special Pro-Forma Spinoff Parent-Only Statement of Changes in Equity as of 3.31.14. Approval of the "exchange ratio". Limitation of withdrawal rights pursuant to Section 245, 2nd paragraph, Law No. 19,550.
3) Subject to the decision adopted upon consideration of point 2) of the agenda, creation of a new corporation (sociedad anónima) with the assets to be spun off, approval of its Bylaws, appointment of the Members and Alternate Members of the Board and Supervisory Committee, appointment of the external auditor. Authorisation to perform acts that are related to the corporate purpose during the foundational period of the new corporation. Request to enter the public offering regime and to list the shares of the new corporation on the Buenos Aires Stock Exchange and the London Stock Exchange. Reduction of the corporate equity of the Company as a consequence of the partial spin-off. Request to reduce the amount of the equity that is authorised for public offering before the Argentine Securities Commission and listed on the Buenos Aires Stock Exchange and the London Stock Exchange as a consequence of the partial spin-off of the Company. Amendment of the Company's bylaws as a consequence of the partial spin-off and the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law] under the terms of the Spinoff Prospectus.
4) Consideration of the irrevocable offer(s) received by the Company in connection with the acquisition of the shares of Unit 3 (Cablevisión S.A. Spun-Off Company 2) pursuant to the Plan to Conform the Company [to the Audiovisual Communication Services Law] that was declared formally admissible by AFSCA, which was approved by the Board of Directors on 5.20.2014.
5) Consideration of the irrevocable offers received by the Company-if any, at the time of the Shareholders' Meeting-the commercial terms of which may have been approved by the Board of Directors for the sale of the shares and/or assets that comprise Unit 4 pursuant to the Plan to Conform the Company [to the Audiovisual Communication Services Law].
6) Consideration of the irrevocable offers received by the Company-if any, at the time of the Shareholders' Meeting-the commercial terms of which may have been approved by the Board of Directors for the sale of the assets that comprise Unit 5 pursuant to the Plan to Conform the Company [to the Audiovisual Communication Services Law].
7) Consideration of the irrevocable offers received by the Company-if any, at the time of the Shareholders' Meeting-the commercial terms of which may have been approved by the Board of Directors for the sale of the shares assets that comprise Unit 6 pursuant to the Plan to Conform the Company [to the Audiovisual Communication Services Law].
8) Approval of the performance of the Task Force Created to Implement the Plan to Conform the Company [to the Audiovisual Communication Services Law] as from the Extraordinary Shareholders' Meeting held on 3.20.2014 up to this date. Granting of powers and authorisations.
9) Appointment of Representatives of the Company to vote at the Shareholders' Meetings of the Subsidiaries on the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law]."
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