GCLA.L Regulatory News (GCLA)

GRUPO CLARIN S.A.

Grupo Clarín Responds Shareholder Information Request

On 24 April 2015, 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 Shareholders' Meeting to be held on 28 April 2015.

Attached as Exhibits A and B, respectively, are free translations of the shareholder's request and the Company's response.

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

EXHIBIT A

FREE TRANSLATION

"2015 - Year of the Bicentennial of the Congress of the Free Peoples"

Ministry of Economy and Public Finance

Secretariat of Economic Policy and

Development Planning

NOTE DNEPE No. 196/15

RE: FILE-S01: 0064194/2015

Ordinary Shareholders' Meeting of GRUPO CLARIN S.A. of 28/04/2015.-

BUENOS AIRES, 14 APR 2015

MISTER CHAIRMAN:

I am pleased to address you in connection with the Ordinary Shareholders' Meeting of GRUPO CLARIN S.A. to be held on 28 April 2015 at 15.00 hours, on first call and on 7 May 2015 at 15.00 hours, on second call, in the Autonomous City of Buenos Aires.

In order to have all the information necessary to issue the vote corresponding to this shareholder, I ask that you furnish the information relating to the following points, duly signed by the legal representative or a duly authorised person:

1. Executed copy of the Minutes of the Board of Directors that calls the Ordinary Shareholders' Meeting;

2.  Copy of the latest version of the restated Bylaws;

3. Current Composition of the Board of Directors (directors and alternate directors) with the dates on which they were appointed, and inform on the term of their office:

4. Detail of the shareholder composition as of the date hereof, indicating the number of shares directly or indirectly held by the following shareholders: Ernestina Herrera de Noble, Héctor Horacio Magnetto, Lucio Rafael Pagliaro, José Antonio Aranda;

5. Direct and indirect participation in the Float of the shareholders that belong to the control group, indicating the number of shares;

6. With respect to the trusts created abroad that have a direct or indirect participation in the shares [of the Company], identify settlors, trustees and beneficiaries;

7. Income Statement, Statement of Cash Flows and Statement of Changes in Equity projected for the fiscal year that will end on 31 December 2015;

8. Information relating to the investment plan for this fiscal year;

9. Inform the measures adopted and the status of the reorganizations in furtherance of the effective conformation to the Audiovisual Communication Services Law, within the framework of the decisions adopted at the shareholders' meetings held on 20 March 2014, 30 June 2014, which was adjourned and resumed on 11 July 2014, and of 22 September 2014.

10. With respect to the following points of the agenda, we request:

a. (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. 16 ended 31 December 2014.

Copy of the accounting documents pursuant to Section 234 of Law No. 19,550 approved and signed by the Board of Directors, Syndic and External Auditor.

Additionally, we request the detailed breakdown of the following accounts of the 2014 Financial Statements (including its comparative information for 2013):

i. Under Note 5.5 ("Other Investments"), detail the content of "Mutual Funds" and "Securities" under Non-Current Assets and "Financial Instruments" under Current Assets.

ii. Under Note 5.10 ("Cash and Banks), detail the balance of "Banks", broken down by bank account, discriminating by currency, and all such elements that comprise such balance (Peso denominated Savings Account, Dollar denominated Savings Account, Peso denominated Checking Account, Dollar denominated Checking Account, Term Deposits, etc.).

iii. Under Note 5.8 ("Other Receivables"), detail of the accounts "Advances" and "Other", in each case, both Current and Non-Current.

iv. Under Note 5.14 ("Taxes Payable on a National Level"), detail content, breaking down item by item.

v. Under Note 5.4 ("Investment in Unconsolidated Affiliates"), detail of the "Equity in Earnings from Affiliates and Subsidiaries" corresponding to "Other Companies".

vi. Under Note 6.4 ("Financial Costs"), detail of the "Exchange Differences" and "Interest".

vii. Under Note 11.1.4 ("Exchange Risk Management"), detail of the monetary assets and liabilities denominated in United States Dollars (breakdown of the Asset accounts: Other Receivables, Trade Receivables, Other Investments and Cash and Banks; and of the Liability accounts: Long-Term Debt, Sellers Financing, Other Liabilities and Trade Payables and Other).

viii. Under Note 5.11 ("Provisions and Other"), detail their composition.

ix. Under Note 6.3 ("Production and Services, Selling and Administrative Expenses"), detail "Fees for services", in particular those corresponding to legal services hired to conform the company to the Audiovisual Communication Services Law.

x. Under Note 13 ("Assets Held For Sale"), detail the content of this item and why such assets are classified as such.

Also, with respect to the 2014 Annual Report, we hereby request the list of private consultants and other sources consulted to make the analysis of the 2014 macroeconomic context and the projections for 2015; as well as any document and other supporting information that may accompany this point.

b. (Point 3) Consideration of the performance of the members of the Board of Directors;

Information referring to the performance of the Board of Directors, and if applicable, detail of participations in special commissions.

We request that you inform reasons, detain and procedural status of the administrative claims relating to the performance of the Board currently underway before state agencies, including the CNV, BCRA, UIF, AFIP among others.

We also request specific information relating to the participation of the members of the Board in the Task Force to Conform to the Media Law (working papers, scenarios or plans that were discarded, etc.); documents that may evidence the content and the form of participation in the drawing up of the approved Plan to Conform to the Media Law and in the development of the concrete proposal to conform to the law, with its corresponding corporate engineering. In each case, we request that the information be provided with express identification of the members [of the Board].

c. (Point 4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2014. Authorisation to the Board of Directors to pay advances on compensation for economic year 2015, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered;

Inform the breakdown of the proposed amount by Director and by type of compensation (directors' fees, members of the audit committee, members of the Task Force to Conform to the Media Law, fees for executive functions, etc.). We also ask that you please inform whether any directors are also employees of the Company and, if so, the amount of their salaries in each case. Additionally, we ask that you provide the amounts paid as Directors' Fees in fiscal years 2013, 2012 and 2011. Finally, we ask that you break down by Director the amounts advanced during fiscal year 2014 and the proposal for advances for fiscal year 2015, if applicable, all with the same breakdown referred to above.

d. (Point 5) Consideration of the performance of members of the Supervisory Committee;

Information relating to the performance of the Supervisory Committee with express individualisation of its members.

We also ask to know what was the role of the Supervisory Committee with respect to [the Company's actions to] conform to the Media Law, and we request the minutes of the meetings of the Supervisory Committee in which this subject was discussed.

e. (Point 6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2014. Authorisation to the Board of Directors to pay advances on compensation for economic year 2015, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered; 

Inform the breakdown of the proposed amount with express individualisation by syndic, and advances paid during fiscal year 2014, as well as the breakdown of the amount of advances proposed by the syndic for fiscal year 2015. We also request the amounts paid as fees to the Supervisory Committee in fiscal years 2013, 2012 and 2011 as well as any other supporting information that may accompany this point.

f. (Point 7) Consideration of the application of the Company's Retained Earnings as of 31 December 2014, which are of Ps. 804,101,687. Proposal of the Board of Directors - Integration the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services;

With respect to the proposal to allocate Ps. 804,101,687 to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law: provide information about the economic-financial impact of the Plan to Conform to the Media Law approved for the company (analysis of the impact on earnings of the application of the Media Law, financial projections, etc.), budgets and projected cashflows for each of the Communication Service Units (CSUs) that will result from such plan, technical valuations made for each CSU (using compared multiples methods, projected cashflow, market value, etc.) and inform the current status of the offers received to date for the purchase of each CSU. Additionally, we request supporting documents and analysis that justifies that the Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law be of Ps. 1,494,277,741 and the estimated calculation of the impact of the "uncertainties related to the LSCA and the eventual implications of the implementing regulations of the Digital Argentina Act" mentioned inthe Annual Report to the 2014 Financial Statements, as well as any documentation and any other supporting information that may accompany this point.

g. (Point 8) Appointment of the members and alternate members of the Board of Directors;

Inform the names proposed by the controlling shareholder and any other information referred to this point.

h. (Point 9) Appointment of the members and alternate members of the Supervisory Committee;

Inform the names proposed by the controlling shareholder and any other information referred to this point.

i. (Point 10)Approval of the annual budget of the Audit Committee;

Inform the amount of the budget for the Audit Committee for fiscal year 2015 and the real amount executed for this purpose in fiscal year 2014, 2013 and 2012, as well as any other supporting information that may accompany this point.

j. (Point 11)Consideration of the fees of the External Auditor for the economic year ended 31 December 2013;

Inform on the proposal of the amount of fees payable to the External Auditor corresponding to the economic year ended 31 December 2014, as well as the real amount used during fiscal years 2014, 2013 and 2012; and any other supporting information that may accompany this point.

k. (Point 12)Appointment of the Company's External Auditor.

Inform proposal with respect to the appointment of external auditors for fiscal year 2015.

Note:

Please send the documentation to Hipólito Yrigoyen 25, 8th Floor, Office No. 826 (National Direction of Companies with State Participation).

We will not receive any documentation that is not duly signed by the legal representative or duly authorised person.

This Note is issued pursuant to and in accordance with the powers vested on the SECRETARIAT OF ECONOMIC POLICY AND DEVELOPMENT PLANNING (SPEyPD) by Decree No. 1278/12, which in turn, pursuant to SPEyPD Resolution No 110/12 delegated on the National Direction of Companies with State Participation (DNEPE), the power to request information and access the books and documents of companies, communicate attendance to Ordinary, Extraordinary and Special Shareholders' Meetings and any other communication necessary to exercise shareholder rights, among other powers and attributions.

Sincerely,

/s/ Lic. Federico Grosman

A/C National Direction of Companies with State Participation

TO MR.

CHAIRMAN OF GRUPO CLARIN S.A.

Jorge Carlos RENDO

By hand

FREE TRANSLATION EXHIBIT B

Buenos Aires, 24 April 2015

To the Shareholder of

Grupo Clarín S.A.

National Social Security Administration (ANSES)

By Hand

Attn: Lic. Federico Grosman

Dear Sir,

I, Alfredo Marín, in my capacity as Person in Charge of Relations with the Market of Grupo Clarín S.A. (hereinafter, interchangeably, the "Company" or "Grupo Clarín") hereby address You in response to your request for information, issued by means of a letter that was received at the headquarters of the Company on 15 April 2015.

Pursuant to Law No. 19,550 of Business Companies, we hereby respond to your request as follows:

1) Executed copy of the Minutes of the Board of Directors that calls the Ordinary Shareholders' Meeting.

Said minutes, with due identification of the signors, was made available to the general public through the Autopista de Información Financiera ("AIF") [online electronic disclosure system used by public companies] on 26.3.14 under ID No. 4-294535-D. Notwithstanding the above, we enclose herein copy of such minutes.

2) Copy of the latest version of the restated Bylaws.

The Company's bylaws were made available to the general public on the AIF on 30.10.2007 under ID No. 4-85482-D. After that date there were no amendments to the bylaws. Therefore, the copy attached in response to Your requests dated 18 April 2013, 18 February 2014 and 15 April 2014, corresponds to the latest version of the bylaws. Notwithstanding the above, we again enclose herein copy of the current version of the Bylaws.

3) Current Composition of the Board of Directors (directors and alternate directors) with the dates on which they were appointed, and inform on the term of their office.

According to the information that was made available to the general public on the AIF (ID No. 4-224398-D on 30.4.14), on the Annual Report corresponding to the Consolidated Financial Statements for economic year No. 16 ended on 31.12.14 (also available to the general public on AIF ID No. 4-2290102-D), the current composition of the Board of Directors of the Company is the following:

Chairman: Jorge Carlos Rendo; Vice-Chairman: Alejandro Alberto Urricelqui; Directors: Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Luis María Blaquier and Jorge Ignacio Oria (*). Alternate Directors: Martín Gonzalo Etchevers, Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo, Horacio Eduardo Quiros, Carlos Rebay, Luis Germán Fernández, Sebastián Salaber y Francisco Saravia.

(*) During 2014, Dr. Oría requested leaves of absence and was replaced as Director by Mr. Sebastián Salaber.

All of the abovementioned directors and alternate directors were appointed at the Annual General Ordinary Shareholders' Meeting and Special Meeting by Classes of Shares held on 29 April 2014 and their terms of office last one year.

4) Detail of the shareholder composition as of the date hereof, indicating the number of shares directly or indirectly held by the following shareholders: Ernestina Herrera de Noble, Héctor Horacio Magnetto, Lucio Rafael Pagliaro, José Antonio Aranda.

As reflected in the Annual Financial Statements of the Company, its equity capital is of Ps. 287,418,584 represented by 75,980,304 common, nominative, non-endorsable Class "A" shares, with a par value of Ps. 1 and entitled to 5 votes per share; 186,281,411 common, book-entry Class "B" shares, with a par value of Ps. 1 and entitled to one vote per share; and 25,156,869 common, nominative, non-endorsable Class "C" shares, with a par value of Ps. 1 and entitled to one vote per share.

The Company keeps a record of the Class A and Class C Shares. According to that registry, GC Dominio S.A. holds 75,980,304 common, nominative, non-endorsable Class "A" shares, with a par value of Ps. 1 and entitled to 5 votes per share, representing 26.4% of the equity capital and 64.2% of the votes of the Company and GS Unidos, LLC holds 25,156,869 common, nominative, non-endorsable Class "C" shares, with a par value of Ps. 1 and entitled to one vote per share, representing 8.75% of the equity capital and 4.3% of the votes of the Company.

The Registry of Class "B" shares is kept by Caja de Valores S.A. However, the Company submits to the AIF periodically or upon the occurrence of any changes of more than 5%, the holdings of shares of the shareholders and/or Directors pursuant to the requirements of the applicable CNV Rules. According to the latest information included in the affidavits relating to property of company shares of Mrs. Herrera de Noble and Messrs. Magnetto, Aranda and Pagliaro which were duly sent to the AIF, their direct and indirect participation in the equity of the Company is as follows:

* Indirect holdings include, among others, and solely for purposes of this calculation, the shares transferred to the ELHN - Grupo Clarín New York Trust, given that it is an assignment of the bare title, but no other rights (nuda propiedad) inherent to all of the shares of Mrs. Noble to the abovementioned Trust, in which Mrs. Noble is Grantor. ELHN - Grupo Clarín New York Trust also holds title to 35.555% of GC Dominio S.A., controlling shareholder or the issuer.

** Indirect holdings include, among others, and solely for purposes of this calculation, the shares transferred to the HHM - Grupo Clarín New York Trust, taking into account that it is an assignment of the bare title, but no other rights (nuda propiedad) inherent to all of the shares of Mr. Magnetto to abovementioned Trust, in which Mr. Magnetto is Grantor. HHM - Grupo Clarín New York Trust also holds title to 35.335% of GC Dominio S.A., controlling shareholder or the issuer.

*** Indirect holdings include, among others, and solely for purposes of this calculation, the shares transferred to the LRP - Grupo Clarín New York Trust, given that it is an assignment of the bare title, but no other rights (nuda propiedad) inherent to all of the shares of Mr. Pagliaro to abovementioned Trust, in which Mr. Pagliaro is Grantor. LRP - Grupo Clarín New York Trust also holds title to 14.555% of GC Dominio S.A., controlling shareholder or the issuer.

5) Direct and indirect participation in the Float of the shareholders that belong to the control group, indicating the number of shares.

Below we copy a chart with the direct and indirect participation in the Float of Mrs. Herrera de Noble and Messrs. Magnetto, Aranda and Pagliaro. For purposes of this response we understand that the Float is, approximately, 20.3% of the Company.

* Indirect holdings include, among others, and solely for purposes of this calculation, the shares transferred to the ELHN - Grupo Clarín New York Trust, given that it is an assignment of the bare title, but no other rights (nuda propiedad) inherent to all of the shares of Mrs. Noble to the abovementioned Trust, in which Mrs. Noble is Grantor. ELHN - Grupo Clarín New York Trust also holds title to 35.555% of GC Dominio S.A., controlling shareholder or the issuer.

** Indirect holdings include, among others, and solely for purposes of this calculation, the shares transferred to the HHM - Grupo Clarín New York Trust, taking into account that it is an assignment of the bare title, but no other rights (nuda propiedad) inherent to all of the shares of Mr. Magnetto to abovementioned Trust, in which Mr. Magnetto is Grantor. HHM - Grupo Clarín New York Trust also holds title to 35.335% of GC Dominio S.A., controlling shareholder or the issuer.

*** Indirect holdings include, among others, and solely for purposes of this calculation, the shares transferred to the LRP - Grupo Clarín New York Trust, given that it is an assignment of the bare title, but no other rights (nuda propiedad) inherent to all of the shares of Mr. Pagliaro to abovementioned Trust, in which Mr. Pagliaro is Grantor. LRP - Grupo Clarín New York Trust also holds title to 14.555% of GC Dominio S.A., controlling shareholder or the issuer.

6) With respect to the trusts created abroad that have a direct or indirect participation in the shares [of the Company], identify settlors, trustees and beneficiaries.

According to the certificate submitted by the trustees of the ELHN - Grupo Clarín New York Trust pursuant to Section 26 of Chapter II, Title II of the CNV Rules, the Settlor and Grantor is Mrs. Ernestina Laura Herrera de Noble, the Trustees are Messrs. Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, José María Sáenz Valiente and Ezequiel Amaranto Camerini. The Beneficiaries are Mrs. Ernestina Laura Herrera de Noble and her successors.

According to the certificate submitted by the trustees of the HHM - Grupo Clarín New York Trust pursuant to Section 26 of Chapter II, Title II of the CNV Rules, the Settlor and Grantor is Mr. Héctor Horacio Magnetto, the Trustees are Messrs. Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, José María Sáenz Valiente, Pablo César Casey and Ezequiel Amaranto Camerini. The Beneficiaries are Mr. Héctor Horacio Magnetto and his successors.

According to the certificate submitted by the trustees of the LRP - Grupo Clarín New York Trust pursuant to Section 26 of Chapter II, Title II of the CNV Rules, the Settlor and Grantor is Mr. Lucio Rafael Pagliaro, the Trustees are Messrs. Lucio Rafael Pagliaro, Lucio Andrés Pagliaro, Francisco Pagliaro, Ms. María Florencia Pagliaro, Messrs. José María Sáenz Valiente, Ignacio José María Sáenz Valiente and Ezequiel Amaranto Camerini. The Beneficiaries are Messrs. Lucio Rafael Pagliaro, Lucio Andrés Pagliaro, Francisco Pagliaro and Ms. María Florencia Pagliaro.

7) Income Statement, Statement of Cash Flows and Statement of Changes in Equity projected for the fiscal year that will end on 31 December 2015.

The information requested will not be subject to discussion at the shareholders' meeting called for the 28th of this month because it is not part of that meeting's agenda. Notwithstanding the above, we inform that the Company reports its results on a quarterly basis since it entered the public offering regime in 2007. The Company complies with all the requirements imposed by law and by the enforcement authority. In terms of information, it reports its results to investors and receives from them regular consultations.

Additionally, the Board of Directors of the Company considers on an annual basis the business plan, budgets, projections that include management and market targets, products, etc. This information is used to elaborate strategies on the different business areas. Notwithstanding the above, taking into account that this is information and tools that are relevant to the daily management and business of the Company, and that its disclosure could cause prejudice to the Company because it is sensitive information that, if dispersed in the market, could reach its competitors. Consequently, for reasons of prudence and protection of the Company's business and interests, the Company has adopted the criterion of not making its projections public.

8) Information relating to the investment plan for this fiscal year.

The Company reports the evolution of its investments in capital goods (payment for net acquisition of property, plant and equipment in the financial statements or CAPEX) and it is part of the information that the Company discloses quarterly to the market. Additionally, that information is in the financial statements (filed with the CNV and the Stock Exchange), reports and presentations of the Company www.cnv.gob.ar and http://www.grupoclarin.com/ir/Servicios-para-Inversores/Download-Center-sp-.

During the period 2007-2014 Grupo Clarín has made investments for Ps. 10,343 million, representing an average 13% of the sales of that period. This has allowed the Company to position itself as one of the company groups at the technological vanguard in Argentina. Approximately 92% of these investments have been focused on the Cable television and Internet business. During 2013 and 2014 investments in capital goods reached 13.1% and 12.8% of net sales, respectively. We estimate that for 2015 investment will be of approximately between 13% and 14% of net sales and will be focused mainly on growth, infrastructure, networks and technology. These estimates may be altered by the macroeconomic impact and/or the execution of the Plan to conform to the Audiovisual Communication Services Law.

9) Inform the measures adopted and the status of the reorganizations in furtherance of the effective conformation to the Audiovisual Communication Services Law, within the framework of the decisions adopted at the shareholders' meetings held on 20 March 2014, 30 June 2014, which was adjourned and resumed on 11 July 2014, and of 22 September 2014.

The information requested will not be subject to discussion at the shareholders' meeting called for the 28th of this month because it is not on the Agenda. Notwithstanding the above, we inform that pursuant to the decision of the Shareholders at the abovementioned shareholders' meetings, the Board of Directors of the Company adopted the decisions and made the filings stated on the attached list. We also note that as of the date of this response, as stated under the Spinoff Prospectus that was approved and published under the terms of applicable law, the Regulatory Authorizations (as defined and described in the Prospectus) are still pending. For that reason, the Company has not yet been able to issue the public spinoff deed or to create the Spinoff Company. Notwithstanding the above, we note that the Task Force has continued conversations with the offerors of the Units, and has kept them informed of all that has transpired in connection with the Plan to Conform the Company to the Audiovisual Communication Services Law.

10) With respect to the following points of the agenda, we request:

a. (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. 16 ended 31 December 2014.

Copy of the accounting documents pursuant to Section 234 of Law No. 19,550 approved and signed by the Board of Directors, Syndic and External Auditor.

The accounting documents corresponding to the economic year No. 16 ended on 31.12.14 is available to the shareholders both on AIF (ID 4-290102-D dated 11.3.15) and on the Company's website (www.grupoclarin.com.ar) under the tab "Investor Relations". Notwithstanding the above, we enclose herein a copy of the Financial Statements of the Company for economic year No. 16 ended on 31.12.2014.

Additionally, we request the detailed breakdown of the following accounts of the 2013 Financial Statements (including its comparative information for 2012):

i. Under Note 5.5 ("Other Investments"), detail the content of "Mutual Funds" and "Securities" under Non-Current Assets and "Financial Instruments" under Current Assets

Below is a detail of the breakdown by group of companies of the balance of the "Mutual Funds", "Securities" and "Financial Instruments" accounts, under Current Assets and Non-Current Assets" according to Note 5.5 to the consolidated financial statements of Grupo Clarín as of 31 December 2014, compared to those of the previous fiscal year:

Of the balances that correspond to the Company, the breakdown is as follows:

ii. Under Note 5.10 ("Cash and Banks), detail the balance of "Banks", broken down by bank account, discriminating by currency, and all such elements that comprise such balance (Peso denominated Savings Account, Dollar denominated Savings Account, Peso denominated Checking Account, Dollar denominated Checking Account, Term Deposits, etc.).

Below is a detail of the breakdown by group of companies of the balance of the account "Banks" under "Cash and Banks" according to Note 5.10 to the consolidated financial statements of Grupo Clarín as of 31 December 2014, compared to those of the previous fiscal year:

Of the balances that correspond to the Company, the detail is the following:

iii. Under Note 5.8 ("Other Receivables"), detail of the accounts "Advances" and "Other", in each case, both Current and Non-Current.

Below is the detail of the breakdown by group of companies of the balance of the accounts "Advances" and "Other" of the item "Other Receivables" according to Note 5.8 to the consolidated financial statements of Grupo Clarín as of 31 December 2014, compared to those of the previous fiscal year.

Of the balances that correspond to the Company, the detail is as follows:

iv. Under Note 5.14 ("Taxes Payable on a National Level"), detail content, breaking down item by item.

Below is a detail of the breakdown by group of companies of the balance of the account "Taxes Payable on a National Level" under "Taxes Payable" according to Note 5.14 to the consolidated financial statements of Grupo Clarín as of 31 December 2014, compared to the previous fiscal year:

Of the balances corresponding to the Company, the detail is the following:

v. Under Note 5.4 ("Investment in Unconsolidated Affiliates"), detail of the "Equity in Earnings from Affiliates and Subsidiaries" corresponding to "Other Companies".

Below is a detail of the breakdown by group of companies of the balance of the account "Other Companies" under the item "Equity in Earnings from Affiliates and Subsidiaries" according to Note 5.4 to the consolidated financial statements of Grupo Clarín as of 31 December 2014, compared to the previous fiscal year.

vi. Under Note 6.4 ("Financial Costs"), detail of the Exchange Differences and Interest.

Within "Financial Costs", "Interest" corresponds mainly to the accrual of interest arising basically from the financial loans of each company.

Below is a breakdown by company of the line "Interest":

With respect to the "Exchange Differences" included under the item "Financial Costs" we include the effect of the fluctuations in the exchange rate on the debts incurred in foreign currency, mainly as a result of financial debts incurred abroad in United States dollars.

Below is a breakdown by company:

vii. Under Note 11.1.4 ("Exchange Risk Management"), detail of the monetary assets and liabilities denominated in United States Dollars (breakdown of the Asset accounts: Other Receivables, Trade Receivables, Other Investments and Cash and Banks; and of the Liability accounts: Long-Term Debt, Sellers Financing, Other Liabilities and Trade Payables and Other).

Below is a breakdown by group of companies of the assets and liabilities denominated in United States dollars included under Note 11.1.4 - Exchange Risk Management" - to the Consolidated Financial Statements of the Company as of 31 December 2014, compared to the previous fiscal year:

The detail of the items corresponding to the Company is the following:

viii. Under Note 5.11 ("Provisions and Other"), detail their composition.

Below is detail of the breakdown by group of companies of the items "Provisions for Lawsuits and Contingencies and "Accrual for Asset Retirement" under "Provisions and Other" according to note 5.11 to the consolidated financial statements of the Company as of 31 December 2014, compared to the previous fiscal year:

ix. Under Note 6.3 ("Production and Services, Selling and Administrative Expenses"), detail "Fees for services", in particular those corresponding to legal services hired to conform the company to the Audiovisual Communication Services Law.

Below is a detail of the breakdown by group of companies of the item "Fees for Services" according to note 6.3 to the consolidated financial statements of the Company as of 31 December 2014, compared to the previous fiscal year:

The detail of the items corresponding to the Company is the following:

(*) Included under this item are, among other things, legal fees. Of this total, the amount corresponding to legal services hired by Grupo Clarín S.A. to conform the company to the Audiovisual Communication Services Law were of approximately Ps. 9 million.

x. Under Note 13 ("Assets Held For Sale"), detail the content of this item and why such assets are classified as such.

Below is a detail of the breakdown of the assets classified as "Assets Held for Sale according to Note 13 to the consolidated financial statements of the Company as of 31 December 2014:

(*) The investment includes the value of the shares according to the participation method as of 31.12.2014 plus the value of the goodwill in TELBA.

These assets have been classified as "assets held for sale at the closing of the fiscal year on the basis of the circumstances mentioned under Note 9.1 to the consolidated financial statements, in connection with the proposal to conform the Company to the provisions of Law No. 26,522. For such purpose, [the Company] has taken into account the accounting policy described under Note 2.23 to the individual financial statements, which is in accordance with international rules for financial reporting.

Also, with respect to the 2014 Annual Report, we hereby request the list of private consultants and other sources consulted to make the analysis of the 2014 macroeconomic context and the projections for 2015; as well as any document and other supporting information that may accompany this point.

The macroeconomicanalysis performed in the Annual Report 2014 corresponds to the vision of the Board of Directors, which has used in its analysis different sources. Below is the detail of the list of main private consultants and other sources that were taken into account:

- Central Bank of the Republic of Argentina - BCRA (Weekly / monthly monetary report and other Reports)

- National Institute of Statistics and Census - INDEC (Various surveys)

- Ministry of Economy and Public Finances of the - MECON (Various surveys)

- Ministry of Labour, Employment and Social Security of the Nation (Various reports)

- Consume Price Index IPC Congress (issued by a group of National Representatives)

- Banco Ciudad (Weekly Economic Report)

- Ministry of Agriculture, Cattle and Fishing of the Nation (Weekly / Monthly Report)

- Cereal Exchange of Rosario - BCR (Various Reports)

- International Monetary Fund - IMF (World Economic Outlook and other reports)

- World Bank (various reports)

- Economic Commission for Latin America - CEPAL (Preliminary Balance of the economies of Latin America and the Caribbean and other Reports)

- Central Bank of Brazil - BCB (Expectations Survey - Focus - and other reports)

- U.S. Bureau of Labor Statistics - BLS / U.S. Department of Labor (US Consumer Price Index Monthly release)

- U.S. Department of Agriculture - USDA (Various Reports)

- MyS Consultores (Weekly Report Overview)

- Estudio Bein (Monthly Report)

- Orlando J. Ferreres y Asociados (various reports and historical series)

- Elypsis (Various Reports)

- Ecolatina (Monthly Price Survey)

- IPCBA (Consumer Price Index of the City of Buenos Aires)

- Argentine Institute of Fiscal Analysis - IARAF (Various Reports)

- Argentine Institute on the Argentine and Latin American Reality IERAL Mediterránea Foundation (Various Reports)

- Foundation of Latin American Economic Research - FIEL (Various Reports)

- ECONOMÉTRICA SA (Monthly report and various Reports)

- EconViews Economía y Finanzas (Weekly report and various Reports)

- Ricardo Arriazu y Asociados (Various Reports)

- IAE Business School - Universidad Austral (Monthly Economic Report)

b. (Point 3) Consideration of the performance of the members of the Board of Directors.

Information referring to the performance of the Board of Directors, and if applicable, detail of participations in special commissions.

The members of the Board of Directors do not participate in special commissions. Instead, some of them carry out technical administrative functions. These are Messrs. Jorge C. Rendo, Alejandro A. Urricelqui, Pablo C. Casey and Mr. Saturnino L. Herrero Mitjans, who carried out such functions until 30 June 2014.

The description of the technical administrative functions carried out by these directors was included in the response to the request formulated by ANSES on 15 April 2014. Notwithstanding that, we include it below:

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 Company'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. Alejandro Alberto Urricelqui is the Corporate Financial Director. He is therefore responsible for the financial direction of Grupo Clarín. As such, he oversees all areas of the Finances of the companies that comprise Grupo Clarín, directs the financial planning and leads all financial aspects of the operations of the company as a whole. He develops investment policies, oversees the financial evolution of current businesses, the creation of new companies, the solicitation of partners and investors and the relations with national and international sources of financing, banks, stock exchanges and national and international private investors. The Corporate Financial Director advises businesses about the way to accomplish their objectives and to create investment capital. He also manages financing through equity and loans, uses financial models aimed at predicting results, negotiates and structures general information to make financial decisions, makes contact with the parties involved in transactions and participates in negotiations, assesses financial risks. In his capacity as Corporate Financial Director, he intervenes in discussions about tax and insurance matters; has relationship with investors, accountants, lawyers, financial and tax experts, regulating agencies; decides with respect to proposals of competitive offers and formal business presentations; identifies mergers and acquisitions, and additionally manages and invests monetary funds.

Mr. Pablo César Casey is the Institutional Relations Manager. As such, he has among his functions the planning, development and implementation of institutional relation strategies. To that end, 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 promotes and maintains the management of agreements at the institutional level. He analyses the institutional commitments created for the companies pursuant to national and international agreements and acts to care for their due compliance.

He participates and collaborates in institutional activities of the Company, the Board of Directors and other upper-level bodies of the companies.

He carries out other related functions at the request of the Company's Management, always protecting the corporate interest of the Company.

He represents the Company institutionally before business entities related with the activity of the Company and its subsidiaries, both in the Republic of Argentina and abroad.

Mr. Saturnino Herrero Mitjans was Director of Corporate Affairs. In such capacity, among his responsibilities were to verify that full compliance with corporate affairs was guaranteed in every aspect, to allow for the creation and normal functioning of subsidiaries, their bylaws, the relationship with supervisory bodies, oversight of the preparation and submission of information to government agencies and other formal communications required by the activities of any company.

In such capacity, he interacted with partners, legal counsel and other professionals.

He also fulfilled other duties of upper level representation of the Company before national and international agencies.

We request that you inform reasons, detail and procedural status of the administrative claims relating to the performance of the Board currently underway before state agencies, including the CNV, BCRA, UIF, AFIP among others.

As stated in our response to your request dated 15 April 2014, the CNV, pursuant to Resolution No. 16,834 decided to initiate an administrative claim against, among others, the following members of the Board of Directors: Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey and César Alberto Menzani (File No. 1476/2011: "Proconsumer v. Grupo Clarín S.A. re/possible breach of the duty to report).

Object of the Claim: Triggered by an accusation brought by the attorney-in-fact of the Asociación Protección Consumidores del Mercado Común del Sur (Association for the Protection of Consumers of the Common Market of the South, hereinafter "Proconsumer"), claimants argued that the Company did not disclose to the CNV the initiation of a judicial claim brought against the Company by Proconsumer. The purpose of the judicial claim was that the co-defendants reimburse, return or compensate all non-professional investors, for all the cash differences that they failed to collect as principal and interest corresponding to their holding of notes issued by Multicanal S.A. which may have been subject to the amendments in the form and other conditions of payment arising from the APE (pre-packaged insolvency plan) that was confirmed by final judicial decisions.

Procedural Status: The defences were filed, alleging the application of statues of limitations as a previous and special defence, the absence of a breach of the duty to report defined as a whole by the lack of material economic importance or relevance, as required by the [CNV] Rules, based on the certain possibility that the claim will prosper. The defence highlighted that the decision of the Board of Directors was adopted following the business judgment rule, and that the decision was informed and diligent. On 29 May 2013 there was a preliminary hearing. The parties submitted the evidence that had been offered under the court files in re "Consumidores Financieros Asoc. Civil para su defensa y otros c/Grupo Clarín S.A. y/otro s/ordinario" and "Multicanal S.A. s/Acuerdo Preventivo Extrajudicial. File No. 83,658". On 10 April 2014 the defendants filed a memorandum evaluating the evidence presented in the File. To date there have been no develpments.

We also request specific information relating to the participation of the members of the Board in the Task Force to Conform to the Media Law (working papers, scenarios or plans that were discarded, etc.); documents that may evidence the content and the form of participation in the drawing up of the approved Plan to Conform to the Media Law and in the development of the concrete proposal to conform to the law, with its corresponding corporate engineering. In each case, we request that the information be provided with express identification of the members [of the Board].

As stated in our response to your request dated 15 Abril 2014, on 14 November 2012, the Board of Directors of the Company decided to create a Task Force composed of Messrs. Jorge C. Rendo, Alejandro A. Urricelqui, Pablo C. Casey so that, together with the cooperation of management and the legal and accounting advisors of the Company, they may analyze the mechanisms set forth under Section 161 of the Audiovisual Communication Services Law for the Company to conform to such law. The Task Force was granted the broadest powers to carry out all actions and negotiations that, without limitation, may be necessary to obtain, among other things, the appraisal of the assets of the Company and its subsidiaries and to propose to the Board of Directors the plans that they may consider relevant and useful, including the formulation of transactions with one or more of the above mentioned assets. On 18 February 2014 the Board decided to appoint Sebastian Bardengo as a member of said Task Force as well. In the performance of the task that was assigned to the Task Force, and as presented in the Extraordinary Shareholders' Meeting held the past 20 March 2014, the Task Force studied and presented to the Board of Directors at the meeting held on 1 November 2013 and its resumption after a recess on 3 November 2013, the alternatives it had prepared to conform the Company to the Law, and submitted them to the consideration of the Board. The Board of Directors selected the proposal that was submitted to, and declared formally admissible by, the AFSCA upon consideration that it complies with the restrictions of the Audiovisual Communication Services Law. Such proposal makes functional business sense technically and operationally, is sustainable and is the least burdensome to all the shareholders; it is the alternative that best preserves the value of the assets and the sources of employment; the one that best respects the economies of scale and the synergies within the limitations imposed by that Law. Also, the Task Force carried out all tasks described at the Extraordinary Shareholders' Meeting held on 20 March of this year, as may be seen in the Minutes of the Shareholders' Meeting that were made available to the Shareholders on the AIF. The Task Force also maintained conversation with various offerors, was in charge of studying the various offers received, which were then submitted to the consideration of the Board of Directors so that the Board could decide whether their terms were commercially acceptable to be subsequently submitted to the consideration of the Shareholders, and informed the offerors of everything that occurred in connection with the Plan to Conform the Company to the Audiovisual Communication Services Law. The Board of Directors also entrusted the Task Force with taking all actions in order to maintain the effectiveness of each of the Irrevocable Offers accepted by the shareholders at the Shareholders' Meetings that were held. Finally, we note that the shareholders approved the performance of the members of the Task Force both at the Shareholders' Meeting held on 20 March 2014, as well as the Shareholders' Meeting held on 30 June 2014.

c. (Point 4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2014. Authorisation to the Board of Directors to pay advances on compensation for economic year 2015, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered;

Inform the breakdown of the proposed amount by Director and by type of compensation (directors' fees, members of the audit committee, members of the Task Force to Conform to the Media Law, fees for executive functions, etc.). We also ask that you please inform whether any directors are also employees of the Company and, if so, the amount of their salaries in each case. Additionally, we ask that you provide the amounts paid as Directors' Fees in fiscal years 2013, 2012 and 2011. Finally, we ask that you break down by Director the amounts advanced during fiscal year 2014 and the proposal for advances for fiscal year 2015, if applicable, all with the same breakdown referred to above.

As provided under Section 75 of Decree No. 1023/2013 and Interpretative Criterion No. 45, the Company has informed the CNV through the AIF as restricted access information, the individual compensation of Directors and syndics.

The Directors who are members of the Audit Committee do not receive additional compensation to perform their functions as members of such committee.

The Directors who are members of the Task Force do not receive additional compensation to perform their functions as members of such team either.

Messrs. Jorge C. Rendo, Alejandro A. Urricelqui and Pablo C. Casey are employees of the Company and carry out the tasks described above. Mr. Saturnino Herrero Mitjans was an employee of the Company until 30 June 2014. Messrs Rendo, Urricelqui, Casey and Herrero Mitjans (until 30 June 2014) were compensated with salaries for the tasks they carry out with the Company and also received compensation as members of the Board of Directors.

The Chart of Allocations to the Board for the fiscal year ended on 31.12.2014 was submitted to the Argentine Securities Commission through AIF.

As reflected in the respective minutes of the shareholders' meetings that consider the financial statements corresponding to fiscal years 2013, 2012 and 2011, made available to the Shareholders on the AIF under ID Nos. 4-171156-D, 4-152489-D and 4-225628-D, respectively, the amounts paid to Directors have been the following:

Shareholders' Meeting held on 26 April 2012 - Fiscal Year ended 31.12.2011: Directors who carried out technical - administrative functions on a permanent basis under the terms of Section 261 of the Argentine Business Associations Law: Pesos six million three hundred sixty one thousand three hundred fourteen and forty eight cents (Ps. 6,361,314.48) (aggregate gross compensation collected). Independent Directors: Pesos nine hundred twenty thousand (Ps. 920,000), all as duly reported to the CNV pursuant to applicable laws.

Shareholders' Meeting held on 25 April 2013 - Fiscal Year ended 31.12.2012: Directors who carried out technical - administrative functions on a permanent basis under the terms of Section 261 of the Argentine Business Associations Law: Pesos seven million nine hundred twenty four thousand seventy four (Ps. 7,924,074) (aggregate gross compensation collected). Directors appointed by Classes "B" and "C": Pesos two million thirty four thousand eight hundred fifty six (Ps. 2,034,856), all as duly reported to the CNV pursuant to applicable laws.

Shareholders' Meeting held on 29 April 2014 - Fiscal Year ended 31.12.2013: Directors who carried out technical - administrative functions on a permanent basis under the terms of Section 261 of the Argentine Business Associations Law: Pesos nine million nine hundred seventy one thousand two hundred forty eight (Ps. 9,971,248) (aggregate gross compensation collected). Directors appointed by Classes "B" and "C": Pesos two million two hundred forty thousand five hundred seventy two (Ps. 2,240,572), all as duly reported to the CNV pursuant to applicable laws.

We note that Directors who are employees of the Company have been compensated with salaries (not directors' fee advances) in aggregate until 31.12.2014, in the amount of Ps.14,957,642.

With respect to the concern relating to the amounts advanced during fiscal year 2014, the amount was of Ps. 1,836,000.

The proposal for advances during fiscal year 2015 is estimated at Ps.9,700.000.

d. (Point 5) Consideration of the performance of members of the Supervisory Committee

Information relating to the performance of the Supervisory Committee with express individualisation of its members.

We also ask to know what was the role of the Supervisory Committee with respect to [the Company's actions to] conform to the Media Law, and we request the minutes of the meetings of the Supervisory Committee in which this subject was discussed.

The Supervisory Committee of Grupo Clarín S.A. is composed by the members Messrs. Pablo San Martín, Carlos Di Candia and Raúl Morán, appointed at the General Annual Shareholders' Meeting of the Company held on 29 April 2014. The duties of the syndics are set forth under Law No. 19,550 of Business Associations, under Section 294. In connection with the abovementioned duties, and as staed in response to the request submitted by ANSES on 15 April 2014, the members of the Supervisory Committee during fiscal year 2014 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 all the meetings of the Board of Directors and Shareholders' Meetings; (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.

With respect to the performance of the Supervisory Committee in connection with the Company's actions to conform to the Audiovisual Communication Services Law, the members of the Supervisory Committee have attended the meetings of the Board of Directors and the Shareholders' Meetings at which the matter was discussed.

Once the [Supreme Court] rendered the decision in which it declared the constitutionality of the Audiovisual Communication Services Law, they verified that the Plan to Conform to the Audiovisual Communication Services Law complied with the legal requirements, a fact that was confirmed by AFSCA when it declared the Plan admissible. After that, the Supervisory Committee has worked in the verification that the legal terms for the Plan's implementation were fulfilled, and of all the steps that were undertaken by Grupo Clarín S.A. before AFSCA within the framework of the Plan. Currently, the Supervisory Committee awaits the judicial decision with respect to the claim filed by the Company after Chamber 1 of the National Court of Appeals on Federal Civil and Commercial Matters confirmed the decision rendered by Judge Dr. Horacio Alfonso, who through an injunction, suspended the application of Resolution 1121/AFSCA.

e. (Point 6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2014. Authorisation to the Board of Directors to pay advances on compensation for economic year 2015, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.

Inform the breakdown of the proposed amount with express individualisation by syndic, and advances paid during fiscal year 2014, as well as the breakdown of the amount of advances proposed by the syndic for fiscal year 2015. We also request the amounts paid as fees to the Supervisory Committee in fiscal years 2013, 2012 and 2011 as well as any other supporting information that may accompany this point.

As provided under Section 75 of Decree No. 1023/2013 and Interpretative Criterion No. 45, the Company has informed the CNV through the AIF as restricted access information, the individual compensation of Directors and syndics.

The proposal for advances during fiscal year 2015 is estimated at Ps.1,269,000.

As reflected in the respective minutes of the shareholders' meetings held in 2012, 2013 and 2014, made available to the Shareholders on the AIF under ID Nos. 4-152489-D, 4-171156-D, 4-192068-D respectively, the amounts paid to the Members of the Supervisory Committee have been the following:

Shareholders' Meeting held on 26 April 2012 - Fiscal Year ended 31.12.2011: Pesos eighty thousand (Ps. 80,000) to each member.

Shareholders' Meeting held on 25 April 2013 - Fiscal Year ended 31.12.2012: Pesos two hundred thousand (Ps. 200,000) to each member.

Shareholders' Meeting held on 29 April 2014 - Fiscal Year ended 31.12.2013: Pesos two hundred fifty thousand (Ps. 250,000) to each member.

f. (Point 7) Consideration of the application of the Company's Retained Earnings as of 31 December 2014, which are of Ps. 804,101,687. Proposal of the Board of Directors - Integration the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services

With respect to the proposal to allocate Ps. 804,101,687 to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law: provide information about the economic-financial impact of the Plan to Conform to the Media Law approved for the company (analysis of the impact on earnings of the application of the Media Law, financial projections, etc.), budgets and projected cashflows for each of the Communication Service Units (CSUs) that will result from such plan, technical valuations made for each CSU (using compared multiples methods, projected cashflow, market value, etc.) and inform the current status of the offers received to date for the purchase of each CSU. Additionally, we request supporting documents and analysis that justifies that the Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law be of Ps. 1,494,277,741 and the estimated calculation of the impact of the "uncertainties related to the LSCA and the eventual implications of the implementing regulations of the Digital Argentina Act" mentioned inthe Annual Report to the 2014 Financial Statements, as well as any documentation and any other supporting information that may accompany this point.

Before responding the following point, we note that, as stated in the minutes of the meeting of the Board of Directors dated as of 15 April, uploaded onto AIF under ID No. 4-298428-D, in light of a number of circumstances that were confirmed subsequent to the proposal for the application of the results that had been made by the Board of Directors, including that Arte Radiotelevisivo Argentino S.A. and other subsidiaries of the Company were to approve the distribution of dividends at their own Shareholders' Meetings, the Board decided to allocate (i) part of the results for the year, Ps. 250,000,000 (Pesos two hundred fifty million), to the distribution of cash dividends, payable in two instalments. The first instalment of Ps. 125,000,000 (Pesos one hundred twenty five million) to be settled within 30 days of the shareholders' meeting and the balance, i.e. Ps. 125,000,000 (Pesos one hundred twenty five million) to be settled on 31 December of the current year or at the earlier date that the Board of Directors may determine, and (ii) the balance, to the Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law. The proposed distribution of cash dividends does not compromise a reasonable and prudent management of contingencies and the level of liquidity of the Company, according to its operations.

Notwithstanding the above, and as the Board of Directors also stated in its meeting, the circumstances that gave rise to the creation an integration of the Voluntary Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law still exist, and the demand for funds that the subsidiaries of the Company may require as well as the flow of funds necessary to face maturities on bank indebtedness may be determined more precisely.

Once the amount proposed for cash dividends is subtracted from earnings, there is a balance of Ps. 554,101,687, which the Board of Directors proposes that the Shareholders allocate to the Voluntary Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law.

Given the circumstances that the Company and its related companies are undergoing (situations that were described extensively in the respective Annual Report and the Company's financial statements, both of which are public and were filed with the National Securities Commission), the Board of Directors has deemed it prudent to fund that reserve with the balance of this account.

The Reserve in question was created not only to face the Plan to Conform the Company to the Audiovisual Communication Services Law, but also to grant financial assistance to subsidiaries.

The Digital Argentina Act creates a new public service denominated as Public and Strategic Infrastructure Access and Use Service for and among Providers.

This right to access includes "providers having to make available to other providers their network elements, associated facilities or services to render TIC services, even when such elements are used to render audiovisual content services." Under this scheme, the government seeks to put private companies that were created and developed in competition on an equal footing with other companies that have not made any investments.

The above is relevant for the Subsidiary of the Company that owns networks and its own physical infrastructure, because the concept of "Associated Resources" as is defined as the physical infrastructures, the systems, the devices, the associated services or other resources or elements associated with a telecommunications network or with an Information and Communications Technology (TIC) that allow or support the rendering of services through this network or services, or that have the potential to do so; and will include, among others, the buildings or building entrances, building wiring, antennas, towers and other supporting constructions, ducts, masts, manholes, and distributors.

Taking into account that the enactment of the implementing regulations for Law No. 27,078 is still pending, the economic and operating effects on the Subsidiary of the creation of this public service cannot yet be précised.

g. (Point 8) Appointment of the members and alternate members of the Board of Directors;

Inform the names proposed by the controlling shareholder and any other information referred to this point.

To date the Company has not received any proposal from any shareholder with respect to the appointment of the members and alternate members of the Board of Directors.

h. (Point 9) Appointment of the members and alternate members of the Supervisory Committee;

Inform the names proposed by the controlling shareholder and any other information referred to this point.

To date, the Board has not received any proposal from any shareholder with respect to the appointment of the members and alternate members of the Supervisory Committee.

i. (Point 10) Approval of the annual budget of the Audit Committee;

Inform the amount of the budget for the Audit Committee for fiscal year 2015 and the amounts budgeted and real amount executed for this purpose in fiscal years 2014, 2013 and 2012, as well as any other supporting information that may accompany this point.

The Board of Directors has proposed that the amount of the annual budget of the Audit Committee for fiscal year 2015 be of Ps. 600,000.

We inform that the amounts of the budget of the Audit Committee duly approved by the shareholders at the shareholders' meetings held in 2012, 2013 and 2014, uploaded onto the AIF under ID Nos. 4-171156-D, 4-152489-D 4-192068-D, respectively, were fully executed.

j. (Point 11) Consideration of the fees of the External Auditor for the economic year ended 31 December 2014;

Inform on the proposal of the amount of fees payable to the External Auditor corresponding to the economic year ended 31 December 2014, as well as the real amount used during fiscal years 2013, 2012 and 2011; and any other supporting information that may accompany this point.

Below we inform the aggregate amount for Grupo Clarín S.A. of the fees of the external auditor Price Waterhouse & Co. S.R.L. corresponding to work related to:

- the issuance of its limited review report on the financial statements for the interim periods ended 31 March, 30 June and 30 September of each year; and

- the issuance of its audit report on the financial statements as of 31 December of each year;

- the issuance of the financial statements to be filed with the LSE as of 31 December of each year.

k. (Point 12) Appointment of the Company's External Auditor.

Inform proposal with respect to the appointment of external auditors for fiscal year 2015.

The Board of Directors of the Company has decided to propose to the Shareholders that the firm Price Waterhouse & Co. continue to act as the Company's external auditor. Pursuant to the affidavits that were duly uploaded onto the AIF under ID No. 4-294539-D the Auditor will be Teresita Mabel Amor and the Alternate Auditor will be Mr. Alejandro Pablo Frechou.

We state for the record that this response, together with its request, shall be made available to the general public through AIF and the Buenos Aires Stock Exchange.

We are at your disposal to make any clarifications that you may deem relevant.

Sincerely,

/s/ Alfredo Marín