4 Apr 2022 07:00
GRUPO CLARIN S.A.
Grupo Clarín Responds to Shareholder Information Request
On 1 April 2022, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had exchanged notes with a shareholder in connection with the agenda of the Ordinary Annual Shareholders' Meeting to be held on 18 April 2022.
Attached as Exhibit A is a free translation of the Company's response.
Enquiries:
In Buenos Aires: Samantha Olivieri Grupo Clarín
Tel: +5411 4309 7104
Email: investors@grupoclarin.com
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Camilla Ferreira / Marcella Ewerton Fig Corporate Communications Tel: +1 917 691 4047
Email: fig@fig.ooo
EXHIBIT A
FREE TRANSLATION
Buenos Aires, 1 April 2022
To the Shareholder of Grupo Clarín S.A.
National Social Security Administration (ANSES)
Fondo de Garantía de Sustentabilidad
By Hand
Attn: Management Director for Corporate Affairs Mr. Director Benjamín Navarro - Coordinator Mrs. Paola Rolotti
To whom it may concern,
I, Samantha Lee Olivieri, in my capacity as Person Responsible for Market Relations of Grupo Clarín S.A. (hereinafter, interchangeably, the "Company" or "Grupo Clarín") hereby address you in response to your request for information, issued by e-mail dated 15 March 2022.
Pursuant to the General Companies Law No. 19,550, we hereby respond to your request as follows:
1) Detail of the shareholder composition as of the date hereof. Please include detail of the shareholder registry, specifying the percentages corresponding to each shareholder with more than 5% participation, per class of shares; indicating the number of votes and the number of shares.
Grupo Clarín S.A. |
| |||
Shareholder | Shares | Class of Shares
| Equity Participation
| Total Votes
|
GC Dominio S.A. |
28,226,683(*) | Class "A" common, nominative, non- endorsable shares |
26.44% |
64.24% |
Anses (FGS) |
9,609,365(**) | Class "B" book-entry shares |
9.00% |
4.37% |
ELHN Grupo Clarín New York Trust |
28,377,302 (**) | Class "B" book-entry shares |
26.58% |
12.92% |
HHM Grupo Clarín New York Trust |
12,446,303 (**) | Class "B" book-entry shares |
11.66% |
5.67% |
GS Unidos LLC |
9,345,777 (*) | Class "C" common, nominative, non- endorsable shares |
8.75% |
4.25% |
Remainder of Class B shares |
18,770,574(***) | Class "B" book-entry shares |
17.58% |
8.54% |
Total | 106,776,004 |
| 100%(****) | 100%(****) |
(*) According to Registry of common, nominative, non-endorsable Class A and C shares carried by the Company. (**) According to certificate issued by Caja de Valores S.A. delivered to the Company.
(***) The registry of Class B common book-entry shares is carried by Caja de Valores S.A.
(****) Difference due to rounding.
2) Executed copy of the Minutes of the Board of Directors that calls an Ordinary Shareholders' Meeting.
The minutes of the Board of Directors dated as of 10 March 2022 that calls an Ordinary Shareholders' Meeting, with due identification of the signers, was made available to the general public through the Autopista de Información Financiera ("AIF") [online electronic disclosure system used by public companies] under Filing 2864124.
3) Composition of the Board of Directors (directors and alternate directors) during fiscal year 2021 and current composition, with the dates on which they were appointed and the term of their office; indicating, if applicable, if there were resignations and inform the dates of such resignations.
According to the minutes of the shareholders' meeting held for the appointment of authorities on
30 April 2021 (Filing 2746212), minutes of the meeting of the Board of Directors at which positions were allocated, held on the same date (Filing 2746339), the composition of the Board of Directors of the Company during fiscal year 2021 was the following:
Chairman: Jorge Carlos Rendo; Vice-Chairman: Héctor Mario Aranda; Directors: Felipe Noble Herrera, Alma Rocio Aranda, Horacio Ezequiel Magnetto, Francisco Pagliaro, Lorenzo Calcagno, Andrés Gabriel Riportella, Horacio Eduardo Quirós and Ignacio Rolando Driollet. Alternate Directors: Francisco Iván Acevedo, Martín Gonzalo Etchevers, Patricia Miriam Colugio, Alberto Pedro Marina, Eugenio Eduardo Sosa Mendoza, Marcelo Fernando Boncagni, Carlos Rebay, Luis Germán Fernández, Lucas Puente Solari and Alfredo Enrique Kahrs.
The terms of office of all the above-mentioned directors and alternate directors last one year.
During fiscal year 2021 none of the Company's directors (directors or alternate directors) resigned or was replaced.
4) Indicate expressly the personnel authorized or appointed as attorney-in-fact to execute this response, with a copy of the document that evidences such power (if the document is too long, you may attach the relevant part).
This response is executed by me in my capacity as Person Responsible for Market Relations. I was appointed to that position at the meeting of the Board of Directors dated 23 March 2021, duly communicated to the investor public in the filing made on that date and uploaded to the AIF under File #2726241.
With respect to the following points of the agenda, we request:
a. (Point 1) Appointment of two shareholders to execute the meeting minutes.
The Company has not received any proposals in connection with this point of the agenda.
b. (Point 2) Consideration of the documents set forth under Section 234, subsection 1 of Law No. 19,550 and related laws, corresponding to economic year No. 23 ended 31 December 2021.
The accounting documents corresponding to the fiscal year ended 31 December 2021 are available to the shareholders on the AIF-Filing #2864122-and on the Company's website (www.grupoclarin.com) under the tab "Investor Relations - Financial Statements".
We confirm that the financial statements corresponding to 31 December 2021 that are submitted to the consideration of the shareholders are expressed in constant currency as of that date. For the restatement, [the Company] used the Consumer Price Index (CPI) published by the INDEC, as set forth under note 2.1.1 to the parent-company only financial statements. The Company has presented such financial statements in accordance with IAS 29 (Financial Reporting in Hyperinflationary Economies) and pursuant to CNV Resolution No. 777/18 (published in the Official Gazette on 28 December 2018).
The evolution of the Company's payroll (the "Payroll") since 31 December 2018 to 31 December 2021 is the following:
GCSA | Payroll |
Dec - 2018 | 54 |
Dec - 2019 | 52 |
Dec - 2020 | 53 |
Dec - 2021 | 49 |
The corporate and technical service agreements of Grupo Clarín with related companies are the following:
Company | Purpose | 2021 Value according to Contract | Term | Renewal |
Cablevisión Holding S.A. | Rendering the following sevices:
(i) Information Technologies (IT);
(ii) administration;
(iii) control;
(iv) budget and business plan;
(v) human resources;
(vi) external relations;
(vii) strategic analysis. | Ps. 9,000,000 per month | 12 months | Annual |
Arte Gráfico Editorial Argentino S.A. | Assistance and counselling services to the Board and managers through the rendering of administration, finance, control, new businesses, human resources, taxes, external relations, strategic analysis, computer, telecommunications, commercial and marketing | Ps. 6,000,000 per month | 12 months | Annual |
| services. |
|
|
|
Arte Radiotelevisivo Argentino S.A. | Assistance and counselling services to the Board and managers through the rendering of administration, finance, control, new businesses, human resources, taxes, external relations, strategic analysis, computer, telecommunications, commercial and marketing services. | Ps. 28,090,000 per month | 12 months | Annual |
Radio Mitre S.A. | Assistance and counselling services to the Board and managers through the rendering of administration, finance, control, new businesses, human resources, taxes, external relations, strategic analysis, computer, telecommunications, commercial and marketing services. | Ps. 6,000,000 per month | 12 months | Annual |
Telecor Comunicaciones SACI | Assistance and counselling services to the Board and managers through the rendering of administration, finance, control, new businesses, human resources, taxes, external relations, strategic analysis, computer, telecommunications, commercial and marketing services. | Ps. 910,000 per month | 12 months | Annual |
Company | Value accrued 2018 (*) | Value accrued 2019 (*) | Value accrued 2020 (*) | Value accrued 2021 (*) |
Cablevisión Holding S.A. | Ps. 43,759,823 | Ps. 58,454,384 | Ps. 84,054,595 | Ps. 137,542,531 |
Arte Gráfico Editorial Argentino S.A. | Ps. 43,759,823 | Ps. 64,914,550 | Ps. 61,181,717 | Ps. 85,488,787 |
Arte Radiotelevisivo Argentino S.A. | Ps. 131,279,468 | Ps. 204,590,343 | Ps. 284,384,712 | Ps. 400,230,006 |
Radio Mitre S.A. | Ps. 43,759,823 | Ps. 73,067,979 | Ps. 112,072,793 | Ps. 85,488,787 |
Telecor Comunicaciones SACI | Ps. 5,834,643 | Ps. 7,306,798 | Ps. 9,806,369 | Ps. 12,965,799 |
Unir S.A. | Ps. 17,503,929 | Ps. 17,536,314 | Ps. 16,810,919 | Ps. 0 |
(*) Expressed in Constant Currency as of the Close of each fiscal year.
In addition, effective as from 1 January 2022 the Company has subscribed a Technical Assistance Agreement with Cúspide Libros S.A.U for a value of Ps. 7,000,000 per month, with annual terms.
c. (Point 3) "Consideration of the performance of the members of the Board of Directors."
The composition of the Board of Directors of the Company is the one set forth in our response to point 3, above.
As was stated in said point, there were no resignations to their positions by any of the members of the Board of Directors during the fiscal year ended 31 December 2021.
With respect to the performance of the members of the Board of Directors, we point out that, from the beginning of the pandemic, the Company has developed its operations under the challenging circumstances that derive from such pandemic, and that even though the audiovisual communication, radio and graphic communication services, which comprise the main lines of business of the Group, were excepted from the ASPO (Preventive and Mandatory Social Isolation), the following impacts were manifested or are expected:
- decrease in the sale of advertising in the various media that form the Group, mainly due to cuts made by clients to their advertising budgets in spite of gradual recovery starting in September 2020, as was the case of Arte Radiotelevisivo Argentino S.A.;
- decrease in circulation, with an impact on subscriptions starting in the second quarter of 2020;
- increase in late payment of receivables;
- the levels of television audience were affected by the lack of production of certain prime time content, which were suspended as a result of the pandemic, although starting in May 2021, content that normally generate the greatest audience impact started to be restored;
- difficulties of various kinds that made operations more complex, such as:
• those related to the logistics of the transportation of collaborators, artists and journalists;
• social distancing forced the reconfiguration of the format of certain shows;
• the implementation of home office, principally for staff;
• the strict sanitisation, disinfection, and prevention protocols in the Company's premises;
• the incorporation of technologies required to ensure the virtual presence of the talents in the production of content.
In light of the above, among other matters under their competition, the Board of Directors has continued to supervise, throughout this fiscal year and adapting the execution of the new action plans tending to minimise the above-mentioned effects, and to adapt to the country's and the Company's subsidiaries markets' economic situation, for which purpose the Board met with advisors and auditors.
In addition, the Directors continue to develop Social Responsibility practices and supervising their fulfilment, supervising the fulfilment of the corporate communication strategy, working actively on the governance structure.
Also, as explained when we answered your questions corresponding to the last shareholders' meeting of the Company, the Directors who are members of the Audit Committee have undertaken the analysis and study of the matters submitted to their consideration, devoting themselves to the tasks of such Committee pursuant to the Capital Markets Law. They also met with advisors and auditors of the Company in order to have full knowledge of the matters that had to be dealt with in such a peculiar year given the consequences that are still derived from the pandemic. The Audit Committee's annual report that presents its activity during the fiscal year ended 31 December 2021, dated 10 March 2022, was published on the AIF on 11 March 2022,
Filing #2864645.
As we do every year, below is a description of the technical-administrative tasks performed by the Directors who are employees of the Company.
Mr. Jorge Carlos Rendo is the Corporate Director of External Relations.
His functions as Corporate Director of External Relations consist in establishing, developing and maintaining relationships with the Company, governmental agencies, professional associations, business chambers, companies, universities, NGOs, National and International Press and Communications entities; external professional groups. He is responsible for the management of the organization's reputation. He develops plans, programs and procedures aimed at strengthening the relations of the companies of Grupo Clarín with the community, businesses, governmental agencies and other public and private entities. He is responsible for the institutional relations of Grupo Clarín and of all its companies with the National Government, Provincial and municipal Governments, decentralised agencies, business entities, public welfare entities, national and international Press organisations, companies and individuals. He is also in charge of the design of Corporate Social Responsibility policies and the design and implementation of the corporate communications strategy to develop the image, the brands and the relations of the company with society in the national and international fields, guaranteeing a clear identity before the various interest groups.
Mr. Horacio Ezequiel Magnetto is a Governmental Affairs Analyst.
As Governmental Affairs Analyst his main function is to cooperate in the maintenance of the relations of Grupo Clarín S.A. and its subsidiaries with the various areas of the national, provincial and municipal governmental administrations. For such purpose, he develops connections at all levels in order to maintain a sustainable and long-term relationship. In addition, he is also responsible for supporting the management of all matters that have to do with the Government. For such purpose, he researches and analyses legislative matters and other provisions that may affect the activities of the companies that belong to Grupo Clarín S.A., prepares reports and presentations and cooperates with the area manager in advising on and implementing projects related to communication companies.
d. (Point 4) Consideration of the compensation of the members of the Board of Directors corresponding to the economic year ended 31 December 2021 for Ps. 59,122,565 (aggregate compensation), exceeding by Ps. 2,934,724 the limit of FIVE PER CENT (5%) of the revenues as provided under Article 261 of Law No. 19,550 and its implementing regulations, given the proposal not to distribute dividends."
The fee proposal made by the Board of Directors for the year 2021 is of Ps. 29,180,376 to be allocated among the directors who carried out technical-administrative functions and/or special commissions and/or independent directors. In that regard, we hereby state for the record that the Company's Audit Committee issued an opinion dated 4 March 2022 with respect to the reasonableness of the fee proposal made by the Board of Directors. Minutes of such resolution were published on the AIF under Filing #2861324.
In addition to the above, the compensation for technical-administrative functions developed by directors who are also employees were of Ps. 29,942,189.
The Chart of Allocations to the Board of Directors was submitted to the Argentine Securities Commission through the AIF under Filing #2866955.
Messrs. Jorge C. Rendo and Horacio Ezequiel Magnetto are employees and, as such, are compensated with salaries. Pursuant to Article 75 of Decree No. 1023/2013 and Interpretative Criterion No. 45, the Company informed the CNV through the AIF the individual compensation of Directors and Syndics as restricted access information.
The members of the Audit Committee do not collect additional fees to be part of such Committee.
Next, we provide the requested information about the global amounts approved for fiscal years 2020, 2019 and 2018.
Grupo Clarín S.A. Compensation of the Board of Directors | Approved 20182018 | Approved 20192019 | Approved 202020 | Proposed 20212021 |
Global Amount | Ps. 35,403,930 | Ps. 37,775,887 | Ps. 44,920,826 | Ps. 59,122,565 |
Number of Directors | 10 | 10 | 10 | 10 |
Average amount per director - annual | Ps. 3,540,393 | Ps. 3,777,589 | Ps. 4,492,083 | Ps. 5,912,256 |
Average amount per director - monthly | Ps. 295,033 | Ps. 314,799 | Ps. 374,340 | Ps. 492,688 |
Nominal increase | Ps. -8,439,738 | Ps. 2,371,957 | Ps. 7,144,939 | Ps. 14,201,739 |
Percentage increase | -19% | 7% | 19% | 32% |
Finally, for purposes of the application of Article 261 of the General Companies Law, the Company followed the definition of computable revenues included under Article 2 of Section I of Chapter III of the CNV Rules and presented the chart included under Article 3 of the above- mentioned Section and Chapter on 15 March 2022, Filing #2866955. As reflected in said chart, the ratio between computable revenues and compensation was of 5.26%.
e. (Point 5) "Authorisation to the Board of Directors to pay advanced fees for the year 2022 to directors who perform technical-administrative functions and/or special commissions and/or are independent directors, subject to the decision of the shareholders at the next meeting that considers the compensation of the members of the Board of Directors".
The Board shall request the authorisation of the Shareholders to pay advanced fees for the economic year 2022 to the members of the Board of Directors who perform technical- administrative functions and/or special commissions and/or are independent directors, subject to the decision of the shareholders at the annual meeting that considers the compensation of the members of the Board of Directors.
The Company has not received any proposal from the controlling shareholder in that regard. With respect to the term, we estimate that-if approved-compensation will be paid monthly taking into account, for purposes of its allocation, the technical-administrative functions and/or special commissions [in which the Director participates] and/or the independent nature of the position.
f. (Point 6) "Consideration of the performance of members of the Supervisory Committee"
The members of the Supervisory Committee of Grupo Clarín S.A. appointed at the General Annual Ordinary Shareholders' Meeting of the Company held on 30 April 2021 are the following:
Hugo E. López Member
Carlos Alberto Pedro Di Candia Member Adriana Estela Piano Member
Jorge J. J. de la Maria M de Hoz Alternate Member Miguel Ángel Mazzei Alternate Member
Silvia Andrea Tedín Alternate Member
The duties of the syndics are specified in the General Companies Law, Article 294. The members of the Supervisory Committee during fiscal year 2021 have:
(i) overseen the management of the Company, examining the books and such documents as they have judged convenient, at least once every three (3) months;
(ii) verified in the same way and with the same regularity the cash, cash equivalents and securities held by the Company as well as its obligations and their fulfilment;
(iii) attended, through the videoconference system Microsoft Teams, all the meetings of the Board of Directors, Audit Committee and Shareholders' Meetings held remotely as a consequence of the rise of COVID 19 and the regulations issued as a result by the National Executive Branch and the Argentine Securities Commission;
(iv) controlled the creation and maintenance of the Directors' guarantees;
(v) presented quarterly and annual reports on the economic and financial condition of the Company, and given their opinion on the Board's annual report, the inventory and financial statements;
(vi) overseen that the corporate bodies have duly complied with the law, bylaws and shareholders' decisions;
(vii) Provided assurance about the legality of the decisions adopted at the meetings of the Board of Directors, Audit Committee and the Shareholders in which they participated through the videoconference system Microsoft Teams, and [the Company's] compliance with rules applicable to remote meetings issued by the Argentine Securities Commission (CNV Resolution No. 830/2020).
g. (Point 7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2021. Authorisation to the Board of Directors to pay advances on compensation for economic year 2022, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.
At the Annual Ordinary Shareholders' Meeting held on 30 April 2021, the shareholders authorized the payment of advances to members of the Supervisory Committee for up to an aggregate amount of Ps. 3,500,000. The amount advanced per syndic during fiscal year 2021 was of Ps. 1,166,667.
To date, the Company has not receive an proposal from the controlling shareholder with respect to the fees of the member of the supervisory commission for the fiscal year 2022.
We provide the comparative information requested in the following table:
Grupo Clarín S.A. Compensation of the Supervisory Commission Commission | Approved 2018 | Approved 2019 | Approved 2020 | Proposal 2021 |
Amount | Ps. 2,322,000 | Ps. 2,394,000 | Ps. 2,403,000 | Ps. 3,500,000 |
Number of syndics | 3 | 3 | 3 | 3 |
Average annual amount per syndic | Ps. 774,000 | Ps. 798,000 | Ps. 801,000 | Ps. 1,166,667 |
Averege monthly amount per syndic | Ps. 64,500 | 66,500 | Ps. 66,750 | Ps. 97,222.25 |
Nominal Increase | - | Ps. 72,000 | Ps. 9,000 | Ps. 1,097,000 |
Percentage Increase | - | 3.10% | 0.38% | 45.65% |
With respect to advances, the Board of Directors will request authorization for the payment of advances to the syndics, subject to the approval of the shareholders at the shareholders' meeting at which they consider the documents provided under Article 234 of the General Companies Law corresponding to the year 2022. Notwithstanding the above, the controlling shareholder has not made any proposal in that regard. If the payment of advances is approved by the shareholders, the Board of Directors will determine the form of their allocation.
h. (Point 8) Consideration of the application of the Company's Retained Earnings as of 31 December 2021, which were of Ps. 1,039,043,355. The Board of Directors proposes [that the Company] allocate all retained earnings as of 31 December 2021 to replenish the Legal Reserve pursuant to the Rules of the Argentine Securities Commission (Art 5º, Chapter III, Section II, Title IV)."
The proposal described in this point of the agenda has not been amended to date.
i. (Point 9) "Election of the members and alternate members of the Board of Directors."
The Company has not received any proposal in connection with this point.
j. (Point 10) "Election of the members and alternate members of the Supervisory Committee."
The Company has not received any proposal in connection with this point. The terms last for one fiscal year.
k. (Point 11) "Approval of the annual budget of the Audit Committee."
The Board proposed that the annual budget of the Audit Committee for the year 2022 be of Ps. 1,500,000 (Filing #2864124). The real amount used by the Committee in fiscal year 2021 was of Ps. 1,200,000.
Following is the information requested.
Grupo Clarín S.A. Audit Committee Budget | Approved 2018 | Approved 2019 | Approved 2020 | Proposal 2021 |
Global Amount | Ps. 850,000 | Ps. 900,000 | Ps. 1,200,000 | Ps. 1,500,000 |
Nominal Increase | - | Ps. 50,000 | Ps. 300,000 | Ps. 300,000 |
Percentage Increase | - | 6% | 33% | 25% |
l. (Point 12) "Consideration of the fees of the External Auditor for the economic year ended 31 December 2021."
The proposed compensation to the external auditor, Price Waterhouse & Co. S.R.L. for the year 2021 is of Ps. 8,430,000, corresponding to work relating to:
- the issuance of its limited review report on the financial statements, both individual and consolidated, for the interim periods ended 31 March, 30 June and 30 September 2021, compared to the previous year;
- the issuance of its audit report on the parent-company only and consolidated financial statements as of 31 December 2021, compared to the previous year; and
- the issuance of its audit reports on the consolidated financial statements as of 31 December 2021, compared to the previous year, issued in the English language, to be filed with the LSE.
Following is the information requested.
Grupo Clarín S.A. External Auditor Fees | Approved 2018 | Approved 2019 | Approved 2020 | Proposal 2021 |
Global Amount | Ps. 3,421,000 | Ps. 4,369,000 | Ps. 5,377,000 | Ps. 8,430,000 |
Nominal Increase | - | Ps. 948,000 | Ps. 1,008,000 | Ps. 3,053,000 |
Percentage Increase | - | 28% | 23% | 57% |
(Point 13) "Appointment of the Company's External Auditor".
The Board of Directors of the Company has decided to propose to the Shareholders (Filing #2864124) that the firm Price Waterhouse & Co. (PWC) continue as the Company's External Auditors and that, if designated, certified public accountants Reinaldo Sergio Cravero act as Auditor and Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono act as Alternate Auditors, all of them belonging to the firm Price Waterhouse & Co. (PWC). Their personal and professional background are reflected in their affidavits, uploaded onto the affidavits uploaded onto the AIF on 16 March 2022, Filing #2867351, pursuant to Article 104 of the Capital Markets Law.
The Audit Committee of the Company has issued a favourable opinion with respect to the appointment of the firm Price Waterhouse & Co. (PWC) as set forth in the minutes of the meeting of said committee dated 14 March 2022, uploaded onto the AIF under Filing #2866095
.
We hereby state for the record that this response, together with the questions will be made available to the general public on the AIF and the Buenos Aires Stock Exchange.
We are at your disposal to make any clarifications that you may deem relevant. Sincerely,
/s/ Samantha Lee Olivieri
Person Responsible for Market Relations