7 Apr 2022 16:54
GRUPO CLARIN S.A.
Grupo Clarín Responds Shareholder Request for Additional Information
On 7 April 2022, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had exchanged additional 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, 7 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
Re: Shareholders' Meeting of 18.04.22. Request for additional information.
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 5 April 2022.
Below, as requested, is a detail of the evolution of the Company's Legal Reserve since its creation and to date, specifying its current composition and its movements.
Legal Reserve | Amount | % of Equity + Equity Adjustment | Observations | |
Balance in Financial Statements as of 31/12/1999 | - | 0.0% | ||
Balance in Financial Statements as of 31/12/2000 | - | 0.0% | The result of the irregular year 1999 was negative | |
Balance in Financial Statements as of 31/12/2001 | - | 0.0% | As of 12-2000 the Company had negative retained earnings | |
Balance in Financial Statements as of 31/12/2002 | - | 0.0% | As of 12-2001 the Company had negative retained earnings | |
Balance in Financial Statements as of 31/12/2003 | - | 0.0% | As of 12-2002 the Company had negative retained earnings | |
Balance in Financial Statements as of 31/12/2004 | - | 0.0% | As of 12-2003 the Company had negative retained earnings | |
Balance in Financial Statements as of 31/12/2005 | - | 0.0% | As of 12-2004 the Company had negative retained earnings | |
Balance in Financial Statements as of 31/12/2006 | - | 0.0% | As of 12-2005 the Company had negative retained earnings | |
Balance in Financial Statements as of 31/12/2007 | - | 0.0% | As of 12-2006 the Company had negative retained earnings | |
Creation of legal reserve resolved at the Annual Ordinary Shareholders' Meeting held on 24 April 2008 | 10,410,117 | |||
Balance in Financial Statements as of 31/12/2008 | 10,410,117 | 1.7% | ||
Allocation to legal reserve resolved at the Annual Ordinary Shareholders' Meeting held on 23 April 2009 | 13,137,065 | |||
Balance in Financial Statements as of 31/12/2009 | 23,547,182 | 3.9% | ||
Allocation to legal reserve resolved at the Annual Ordinary Shareholders' Meeting held on 22 April 2010 | 14,507,327 | |||
Balance in Financial Statements as of 31/12/2010 | 38,054,509 | 6.4% | ||
Allocation to legal reserve resolved at the Annual Ordinary Shareholders' Meeting held on 28 April 2011 | 26,685,724 | |||
Balance in Financial Statements as of 31/12/2011 | 64,740,233 | 10.8% | ||
Allocation to legal reserve resolved at the Annual Ordinary Shareholders' Meeting held on 26 April 2012 | 23,912,434 | |||
Balance in Financial Statements as of 31/12/2012 | 88,652,667 | 14.8% | ||
Allocation to legal reserve resolved at the Annual Ordinary Shareholders' Meeting held on 25 April 2013 | 24,057,630 | |||
Balance in Financial Statements as of 31/12/2013 | 112,710,297 | 18.9% | ||
Allocation to legal reserve resolved at the Annual Ordinary Shareholders' Meeting held on 29 April 2014 | 6,750,470 | |||
Balance in Financial Statements as of 31/12/2014 | 119,460,767 | 20.0% | ||
Balance in Financial Statements as of 31/12/2015 | 119,460,767 | 20.0% | ||
Balance in Financial Statements as of 31/12/2016 | 119,460,767 | 20.0% | ||
Grupo Clarín Spinoff process (1 May 2017) | (75,081,092) | |||
Balance in Financial Statements as of 31/12/2017 | 44,379,675 | 20.0% | ||
Restatement of initial balance in terms of purchasing power as of 31/12/2018 | 37,392,184 | |||
Balance in Financial Statements as of 31/12/2018 | 81,771,859 | 3.3% | ||
Reversal of Legal Reserve resolved at the Annual Ordinary Shareholders' Meeting held on 30 April 2019 | (81,771,859) | |||
Balance in Financial Statements as of 31/12/2019 | - | 0.0% | As of 12-2018 the Company had negative retained earnings | |
Balance in Financial Statements as of 31/12/2020 | - | 0.0% | As of 12-2019 the Company had negative retained earnings | |
Balance in Financial Statements as of 31/12/2021 | - | 0.0% | As of 12-2020 the Company had negative retained earnings |
· In the event that [the shareholders] were to consider creating or allocating any amount to other reserves, we need a clear and detailed explanation of the reasons and convenience, expressing if such [creation or allocation] is reasonable and responds to a prudent administration, pursuant to Article 66, par. 3 and 70 of the General Companies Law
As shown in the "Proposal of the Board of Directors" included in the Annual Report corresponding to the accounting documents required under Art. 237 par. 1 of the General Companies Law that was duly published on the Financial Information Highway (AIF) the Board of Directors has proposed that all retained earnings as of 31 December 2021 be allocated to replenish the Legal Reserve pursuant to the CNV Rules (Art 5, Chapter III, Section II, Title IV).
Retained Earnings - Board Proposal | Amount | % of Equity + Equity Adjustment | |
Replenish legal reserve | 1,039,043,355 | 13.46% |
· We hereby request that you specify whether the Company has any restriction to the distribution of dividends that applies at the time of this Shareholders' Meeting. If a distribution of dividends will be considered, we ask that you inform in what term and under which methodology (in cash, in kind)
The Company is not under any restriction to distribute dividends other than the one imposed by the General Companies Law, which provides that dividends may not be distributed until the legal reserve has been replenished.
· Given that Resolution No. 777/18 of the CNV points out that the distribution of profits must be considered in the currency as of the date of that the Shareholders' Meeting is held by applying the price index corresponding to the month immediately preceding such meeting, we ask that you confirm if the proposal informed in this response will be restated. In such case, indicate the index applied to the calculation and the updated amounts.
The informed proposal will be restated pursuant to CNV Resolution No. 777/18 in the currency as of the date of the Shareholders' Meeting by applying the price index corresponding to the month immediately preceding the meeting, which has not yet been published at this time.
We hereby state for the record that this response will be uploaded onto the AIF for the knowledge of all shareholders of the Company.
We are at your disposal to make any clarifications that you may deem relevant.
Sincerely,
/s/ Samantha L. Olivieri