3 Oct 2016 07:00
GRUPO CLARIN S.A.
Grupo Clarín Holds Extraordinary Shareholders' Meeting
On 29 September 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 28 September 2016 the Company had held an Extraordinary Shareholders' Meeting, with a quorum of 97.98% of the Company's issued and outstanding capital stock and 99.02% of the votes, at which the shareholders had decided as follows:
1) Appointment of two shareholders to draft and sign the meeting minutes.
The shareholders decided unanimously that the meeting minutes be drafted and signed by the representatives of the shareholders Aranlú S.A. and GC Dominio S.A. The Company registered 585,531,246 affirmative votes.
2) Consideration of Grupo Clarín's Special-purpose Merger Unconsolidated Financial Statement as of June 30, 2016.
By majority vote, the shareholders approved the Special-purpose Merger Unconsolidated Financial Statement as of June 30, 2016. The Company registered 584,981,790 affirmative votes and 549,456 abstentions.
3) Consideration of the Merger and Split-up Special-purpose Unconsolidated Combined Balance Sheet as of June 30, 2016.
By majority vote, the shareholders approved the Merger and Split-up Special-purpose Unconsolidated Combined Balance Sheet as of June 30, 2016. The Company registered 585,164,438 affirmative votes and 366,808 abstentions.
4) Approval of the Pre-Merger Commitment executed by the Company on August 16, 2016 with Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CV B Holding S.A..
By majority vote, the shareholders approved Pre-Merger Commitment executed by the Company on August 16, 2016 with Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CV B Holding S.A.. The Company registered 585,164,438 affirmative votes and 366,808 abstentions.
5) Consideration of the proposal for the partial split-up of the Company. Incorporation of a new corporation (sociedad anónima), to which the assets and liabilities to be split-up will be transferred, approval of its bylaws, granting of authorization to carry out acts related to its corporate purpose during the period in which the new corporation is a corporation "in formation" until its due registration, application by the new corporation for its admission to the public offering regime and for the listing of its shares on the Buenos Aires Stock Exchange and on any other local or foreign stock exchange or securities market. Approval of the "split ratio" ("relación de canje"). Limitation to shareholders' withdrawal rights pursuant to Section 245, 2nd paragraph of Law No. 19,550.
By majority vote, the shareholders approved: 1) the proposal for the partial split-up of the Company approved at the meeting of the Board of Directors of 16.8.2016 pursuant to the terms of the Prospectus and its transcription below the text of the minutes; 2) the creation of Cablevisión Holding S.A. with the assets and liabilities to be split-up, delegating on the Board of Directors all of the powers necessary to allocate to Cablevisión Holding S.A., applying the allocation criteria that it may consider most appropriate, the assets, liabilities, rights and/or obligations that derive from the events or acts performed between the date of the Special-purpose Unconsolidated Financial Statement of the Company and the Effective Split-up Date; 3) the bylaws of Cablevisión Holding S.A. that is attached to the Merger and Split-up Prospectus, authorising the members of the Board of Directors of such company to carry out all the acts relating to the corporate purpose during its foundational period, especially the request for admission to the public offering regime and listing of its shares on the Buenos Aires Stock Exchange and on any local or foreign stock exchange or securities market; 4) the "split ratio" ("relación de canje") proposed by the Board of Directors and certified by the auditors of the Company, and 5) the limitation to shareholders' withdrawal rights pursuant to Law No. 19,550. The Company registered 585,164,438 affirmative votes and 366,808 abstentions.
6) Subject to the decision adopted in connection with item (5) of the agenda, appointment of the members and alternate members of the Board of Directors of the new corporation.
The shareholders' meeting held its session as special shareholders' meeting of the common Class A shares. Unanimously, Messrs. Alejandro Alberto Urricelqui, Pablo César Casey, Sebastián Bardengo, Hernán Pablo Verdaguer, Francisco Iván Acevedo and Marcelo Alejandro Trivarelli were appointed as Directors for the "Class A" shares and Messrs. Ignacio José María Sáenz Valiente, Damián Fabio Cassino, Nicolás Sergio Novoa, Claudia Irene Ostergaard, María de los Milagros Paez and María Lucila Romero as Alternate Directors for the "Class A" shares. It was stated for the record that all of the Directors proposed by the Class A shares are non-independent. The Company registered 379,901,520 affirmative votes.
Following that, a special meeting of the "Class B" shareholders took place, at which the shareholders approved, by majority vote, the appointment of Messrs. Alan Whamond and Daniel Pozzoli as Directors for the "Class B" shares and Messrs. Alejandro Río and Patricio Gómez Sabiani as Alternate Directors for the "Class B" shares and it was stated for the record that all of the Directors proposed by the Class B shares are independent. The Company registered 176,189,079 affirmative votes, 3,916,970 negative votes and 366,808 abstentions.
Next, a special meeting of the "Class C" shareholders took place, at which the shareholders approved unanimously to appoint Messrs. Gonzalo Blaquier and Sebastián Salaber as Directors for the "Class C" shares and Messrs. Gervasio Colombres and Francisco Saravia as Alternate Directors for the "Class C" shares and it was stated for the record that all of the Directors proposed are non-independent. The Company registered 25,156,869 affirmative votes.
7) Subject to the decision adopted in connection with item (5) of the agenda, appointment of the members and alternate members of the Supervisory Committee of the new corporation.
The shareholders' meeting held its session as special shareholders' meeting of the common "Class A" shares, and approved unanimously the appointment of Mr. Raúl Antonio Morán as syndic for the "Class A" shares and Mr. Hugo Ernesto López as alternate syndic for that Class and it was stated for the record that both qualify as independent pursuant to CNV rules. The Company registered 75,980,304 affirmative votes.
Following that, a special shareholders' meeting of Class A and Class B shares acting as a single class took place and appointed by majority vote Mr. Carlos Alberto Pedro Di Candia as syndic and Mr. Miguel Angel Massei as alternate syndic. It was stated for the record that Messrs. Di Candia and Mazzei qualify as independent pursuanto to CNV rules. The Company registered 229,990,858 affirmative votes, 26,095,495 negative votes and 366,808 abstentions.
Following that, a special shareholders' meeting of Class C shares took place, and they unanimously approved the appointment of Mr. Pablo San Martín as syndic and Mr. Rubén Suárez as alternate syndic for the Class C shares and it was stated for the record that Messrs. San Martín and Suárez qualify as independent pursuant to CNV Rules. The Company registered 25,156,869 affirmative votes.
8) Subject to the decision adopted in connection with item (5) of the agenda, appointment of the external auditors of the new corporation.
The shareholders approved by majority vote the appointment as External Auditor of the Company of Mr. Carlos Alberto Pace, as head auditor and Mr. Alejandro Pablo Frechou, as alternate auditor who will replace Mr. Pace in case of absence, both partners of the Firm PRICE WATERHOUSE & CO. S.R.L. The Company registered 584,982,818 affirmative votes and 548,428 abstentions.
9) Subject to the decision adopted in connection with item (5) of the agenda, reduction of the Company's capital stock as a result of the partial split-up. Submission of request for approval by the National Securities Commission of a reduction of the nominal amount of the Company's capital stock authorized for public offering, and listed on the Buenos Aires Stock Exchange, in each case, as a result of the split-up. Amendment of the Company's bylaws as a result of the split-up.
The shareholders approved by majority vote: 1) to reduce the Company's capital stock as reflected in the Merger and Split-up Prospectus, by Ps. 180,642,580, i.e. from Ps. 287,418,584 to Ps. 106,776,004; 2) to request before the CNV the reduction of the amount of the Company's capital stock authorized for public offering, and listed on the Buenos Aires Stock Exchange, as a result of the partial split-up of the Company; 3) to amend articles four, five, seven, eight, ten, thirteen, fourteen, sixteen, eighteen, nineteen, twenty one, twenty three and twenty four of the bylaws of Grupo Clarín S.A. as reflected in the Merger and Split-up Prospectus, which amendments will be transcribed below the text of the minutes; and 4) to delete article twenty seven and temporary article B, because they are no longer applicable. The Company registered 585,164,438 affirmative votes and 366,808 abstentions.
Enquiries:
In Buenos Aires:
Agustín Medina Manson / Patricio Gentile
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