30 Apr 2015 07:30
GRUPO CLARIN S.A.
Grupo Clarín Holds Annual Ordinary Shareholders' Meeting
On 29 April 2015, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 28 April 2015 the Company had held its Annual Ordinary Shareholders' Meeting, with a quorum of 97.96% of the Company's issued and outstanding capital stock and 99.01% of the votes, at which the shareholders had decided as follows:
1) Appointment of two shareholders to draft and sign the meeting minutes.
By majority vote, the shareholders decided that the meeting minutes be drafted and signed by the representatives of the shareholders Aranlú S.A. and GC Dominio S.A. The Company registered 559,548,151 affirmative votes, 25,866,395 negative votes and 73,200 abstentions.
2) Consideration of the documents set forth under Section 234, subsection 1 of Law No 19,550 and related laws, corresponding to fiscal year No. 16, ended 31 December 2014.
By majority vote, the shareholders approved the accounting documents corresponding to fiscal year No. 16, ended 31 December 2014, which had been made available to the shareholders pursuant to applicable law with sufficient anticipation. Reading of the documents was omitted. The Company registered 559,548,151 affirmative votes, 25,866,395 negative votes and 73,200 abstentions.
3) Consideration of the performance of the members of the Board of Directors.
By majority vote, the shareholders approved the performance of the members of the Board of Directors during the fiscal year ended on 31 December 2014. The Company registered 559,548,151 affirmative votes, 25,866,395 negative votes and 73,200 abstentions. The performance of Mr. José A. Aranda was approved by majority vote. The Company registered 551,350,414 affirmative votes, 25,866,395 negative votes and 8,270,937 abstentions.
4) Consideration of the compensation of the members of the Board of Directors for the fiscal year ended 31 December 2014. Authorisation to the Board of Directors to pay advances on compensation for fiscal 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.
By majority vote, the shareholders approved (A) the fees of all Directors for an aggregate amount of Ps. 7,306,854, according to the following detail: i) Directors appointed by the Class A shareholders, Ps. 4,706,284. ii) Directors appointed by the Class B shareholders, Ps. 1,403,142 and iii) Directors appointed by the Class C shareholders, Ps. 1,197,428. (B) The compensation paid to Messrs. Directors Alejandro Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans and Jorge Carlos Rendo for the performance of technical-administrative functions, who received Ps. 14,957,642 during fiscal year 2014, and (C) the authorisation to the Board to pay advances on fees for the fiscal year 2015 subject to the decision of the shareholders at the next shareholders' meeting at which the compensation of the members of the Board of Directors is considered, of Ps. 9,700,000. The Company registered 559,321,353 affirmative votes, 25,866,395 negative votes and 299,998 abstentions.
5) Consideration of the performance of members of the Supervisory Committee.
By majority vote, the shareholders approved the performance of the members of the Supervisory Committee during the fiscal year ended on 31 December 2014. The Company registered 559,548,151 affirmative votes, 25,866,395 negative votes and 73,200 abstentions.
6) Consideration of the compensation of the members of the Supervisory Committee for the fiscal year ended 31 December 2014. Authorisation to the Board of Directors to pay advances on compensation for fiscal 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.
By majority vote, the shareholders approved the payment of Ps. 325,000 to each member of the Supervisory Committee as compensation for the work done. The Board of Directors was authorised to pay advances on fees of Ps. 423,000 to each member of the Supervisory Committee for fiscal year 2015, subject to the decision of the shareholders at the next shareholders' meeting at which the compensation of the members of the Supervisory Committee is considered. The Company registered 559,321,353 affirmative votes, 25,866,395 negative votes and 299,998 abstentions.
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 - allocation to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law.
By majority vote, the shareholders approved to allocate i) Ps. 250,000,000 to the distribution of cash dividends, payable in two instalments, the first of which shall be of Ps. 125,000,000, to be paid within 30 days of the Shareholders' Meeting and second instalment of Ps. 125,000,000, to be paid on 31 December of the current year or at an earlier date to be determined by the Board of Directors, and (ii) the balance, i.e. Ps. 554,101,687, to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services. The Company registered 559,451,441 affirmative votes and 26,036,305 abstentions.
8) Appointment of the members and alternate members of the Board of Directors.
The shareholders' meeting held its session as special shareholders' meeting of the common Class A, Class B and Class C shares, respectively and in that order, with sufficient quorum. Unanimously, Messrs. Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda and Ignacio Rolando Driollet were appointed as Directors for the "Class A" shares and Messrs. Martín Gonzalo Etchevers, Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo and Horacio Eduardo Quirós were appointed as Alternate Directors for the "Class A" shares. Prior to the vote, pursuant to CNV Rules, it was stated for the record that all of the Directors proposed by the Class A shares are non-independent. Immediately after that, a special meeting of the Class B shareholders took place, at which the shareholders approved, by majority vote (with 151,849,860 affirmative votes, 28,419,587 negative votes and 159,910 abstentions) the appointment of Messrs. Lorenzo Calcagno and Alberto César Menzani as Directors for the "Class B" shares and Messrs. Carlos Rebay and Luis Germán Fernández as Alternate Directors for the "Class B" shares. Prior to the vote, pursuant to CNV Rules, it was stated for the record that all of the Directors proposed by the Class B shares are independent. After that, a special meeting of the Class C shareholders took place, at which the shareholders approved unanimously to appoint Messrs. Luis María Blaquier and Sebastián Salaber as Directors for the "Class C" shares and Messrs. Jorge Ignacio Oría and Gervasio Colombres as Alternate Directors for the "Class C" shares. Prior to the vote, pursuant to CNV Rules, it was stated for the record that all of the Directors proposed are non-independent.
9) Appointment of the members and alternate members of the Supervisory Committee.
The shareholders' meeting held its session as special shareholders' meeting of the common Class A shares, the Class A and Class B shares (acting as a single class), and Class C shares. As special shareholders' meeting of the Class A shares, the shareholders approved unanimously the appointment of Mr. Raúl Antonio Morán as syndic for the "Class A" shares and Mr. Hugo Ernesto López as alternate syndic for that Class. Prior to the vote it was stated for the record that both qualify as independent under the Rules of the CNV. Following that, a special shareholders' meeting of Class A and Class B shares acting as a single class took place pursuant to Article Twenty Second of the Bylaws to appoint the syndics corresponding to Class B, and by majority vote they appointed (with 230,383,356 affirmative votes, 25,866,395 negative votes and 159,910 abstentions) Mr. Carlos Alberto Pedro Di Candia as syndic and Mr. Miguel Angel Mazzei as alternate syndic appointed by the "Class A" and "Class B" shares, which voted as a single class for such purpose. Prior to the vote, it was stated for the record that Messrs. Di Candia and Mazzei qualify as independent under the Rules of the CNV. Following that, a special shareholders' meeting of Class C shares took place, and they unanimously approved the appointment of Mr. Pablo San Martín as syndic and Mr. Rubén Suárez as alternate syndic for the Class C shares. Prior to the vote, it was stated for the record that Messrs. San Martín and Suárez qualify as independent under the Rules of the CNV.
10) Approval of the annual budget of the Audit Committee.
The shareholders approved by majority vote the sum of Ps. 600,000 as the annual budget for the Audit Committee. The Company recorded 585,187,748 affirmative votes and 299,998 abstentions.
11) Consideration of the fees of the External Auditor for the fiscal year ended 31 December 2014.
The shareholders approved by majority vote the sum of Ps. 1,579,600 as fees for the External Auditor for the tasks performed during the fiscal year ended on 31 December 2014. The Company recorded 585,414,546 affirmative votes and 73,200 abstentions.
12) Appointment of the Company's External Auditor.
By majority vote, the shareholders approved the appointment as External Auditor of the Company for the year ended on 31 December 2015 of Mrs. Teresita Mabel Amor, as head auditor and Mr. Alejandro Pablo Frechou, as alternate auditor who will replace her in the event of the absence of the head auditor, both partners of the Firm PRICE WATERHOUSE & CO. S.R.L. The Company registered 559,548,151 affirmative votes and 25,939,595 abstentions.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money/Clare Gallagher
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