18 Jan 2016 14:02
GRUPO CLARIN S.A.
Grupo Clarín Holds Extraordinary Shareholders' Meeting
On 13 January 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 12 January 2016 the Company had held an Extraordinary Shareholders' Meeting, with a quorum of 97.61% of the Company's issued and outstanding capital stock and 98.84% 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.
2) In connection with the Plan to Conform the Company [to the Audiovisual Communication Services Law] that was declared formally admissible by AFSCA:
(i) Consideration and analysis of the various interpretative criteria used by AFSCA to approve the plans filed by other subjects bound by the obligations of Law No. 26,522 to conform [to the Audiovisual Communication Services Law];
(ii) Consideration of the results that the application of such criteria would have caused on the Company's and its subsidiaries' Plan to Conform [to the Audiovisual Communication Services Law];
(iii) Decision on the amendment [of such Plan to Conform [to the Audiovisual Communication Services Law] following the criteria already utilised by AFSCA. If applicable:
(a) To render without effect, in all relevant aspects, the decisions of the shareholders at the shareholders' meetings of 23 March 2014, of 30 June 2014-including the subsequent reconvened meeting after its adjournment on 11 July 2014-and of 22 September 2014, at which the shareholders made corporate decisions to implement such Plan to Conform the Company [to the Audiovisual Communication Services Law], including without limitation the partial spinoff of the Company and its subsidiaries and the divestment of assets. Consequently, to instruct the Board of Directors to appear before the various regulatory agencies involved and to render without effect all pending requests for authorisation and/or registrations relating to the Plan to Conform the Company [to the Audiovisual Communication Services Law] to be amended;
(b) Instruction to the Board of Directors of the Company to analyse, propose and submit to the consideration of the Shareholders, an amended Plan to Conform the Company [to the Audiovisual Communication Services Law] that, taking into account the best interest of the Company, reflects each and all of the criteria applied by AFSCA, always expressly reserving the right to subsequent amendments in the event of a change in the regulatory framework or if another subject bound by the obligations of Law No. 26,522 is given more favourable treatment..
By majority vote, the shareholders decided (i) to render without effect the the Plan to Conform the Company [to the Audiovisual Communication Services Law] that had been previously approved and, consequently, to render with out effect, To render without effect, in all relevant aspects, the decisions of the shareholders at the shareholders' meetings of 23 March 2014, of 30 June 2014-including the subsequent reconvened meeting after its adjournment on 11 July 2014-and of 22 September 2014, at which the shareholders made corporate decisions to implement such Plan to Conform the Company [to the Audiovisual Communication Services Law], including without limitation the partial spinoff of the Company and its subsidiaries; (ii) to maintain under the ownership of Inversora de Eventos S.A. the signals that had been previously transferred by ARTEAR, given that such sale is already consummated as of the date of the shareholders' meeting; (iii) to instruct the Board of Directors to appear before the various regulatory agencies involved and to render without effect all pending requests for authorisation and/or registrations relating to the Plan to Conform the Company [to the Audiovisual Communication Services Law] and (iv) to instruct the Board of Directors to analyse and recommend the course of action that [the Company should] follow in order to comply with the applicable legal framework, with special consideration of recent developments. The Company registered 558,415,771 affirmative votes and 26,062,765 abstentions.
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