3 May 2019 08:29
GRUPO CLARIN S.A.
Grupo Clarín Holds Annual Ordinary Shareholders' Meeting
On 2 May 2019, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 30 April 2019 the Company had held its Annual Ordinary Shareholders' Meeting, with a quorum of 97.45% of the Company's issued and outstanding capital stock and 98.76% of the votes. The Company stated, for the record, that 1,485 treasury shares were not included in the calculation of the quorum, pursuant to Article 221 of the General Companies Law. At the meeting, the shareholders decided as follows:
1) Appointment of two shareholders to draft and sign the meeting minutes.
The shareholders unanimously decided that the meeting minutes be signed by the representatives of the shareholders Aranlú S.A. and GC Dominio S.A.
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. 20, ended 31 December 2018.
The shareholders unanimously approved the accounting documents provided under Section 234, subsection 1 of Law No. 19,550 corresponding to the fiscal year ended 31 December 2018, as well as the Informative Overview and Additional Information to the Notes to the Financial Statements corresponding to said fiscal year, as well as the Consolidated Financial Statements as of such date and the report of the Supervisory Committee.
3) Consideration of the performance of the members of the Board of Directors.
The shareholders unanimously approved the performance of the members of the Board of Directors during the fiscal year ended on 31 December 2018 and up to the date of the shareholders' meeting.
4) Consideration of the compensation of the members of the Board of Directors (Ps. 35,403,930 allocated amount) for the economic year ended 31 December 2018, which yielded a computable loss, as defined in the Rules of the Argentine Securities Commission.
By majority vote of 216,854,833 affirmative votes, with 101,780 negative votes, the shareholders approved an aggregate amount of Ps.35,403,930 as fees for all appointed Members of the Board of Directors and compensation paid to Members of the Board of Directors who performed technical administrative functions in the Company.
5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, 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 of 209,829,151 affirmative votes, with 101,780 negative votes and 7,025,682 abstentions, the shareholders authorised the Board of Directors to pay advances on fees for fiscal year 2019, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the Members of the Board of Directors, up to Ps. 25,000,000.
6) Consideration of the performance of members of the Supervisory Committee.
By majority vote of 216,854,833 affirmative votes, with 101,780 negative votes, the shareholders approved the shareholders approved the performance of the members of the Supervisory Committee during the fiscal year ended on 31 December 2018 and up to the date of the shareholders' meeting.
7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2018. Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, 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 of 209,829,151 affirmative votes, with 101,780 negative votes and 7,025,682 abstentions, the shareholders approved the payment of Ps. 774,000 to each of the members of the Supervisory Committee and to authorise the Board of Directors to pay advanced fees to the members of the Supervisory Committee for fiscal year 2019, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the members of the Supervisory Committee, up to an aggregate amount of Ps. 3,000,000.
8) Consideration of the application of the Company's Retained Earnings as of 31 December 2018, which yielded a negative result of Ps. 6,619,920,208. The Board of Directors proposes [that the Company] absorb the negative retained earnings pursuant to Article 11, Chapter III, Title IV of the Rules of the Argentine Securities Commission (as restated in 2013), as follows: i) by completely disaffecting the Optional Reserve for Future Dividends, for Ps. 2,270,048,609; ii) completely disaffecting the Optional Reserve due to Illiquid Results, for Ps. 1,216,090,908; iii) completely disaffecting the Optional Reserve for the Financial Assistance to Subsidiaries and Media Law, for Ps. 851,718,153; iv) completely disaffecting the Optional Reserve to Guarantee the Liquidity of the Company and its Subsidiaries, for Ps. 940,230,491; v) completely disaffecting the Legal Reserve, for Ps. 81,771,859 and, vi) partially disaffecting the Issuance Premium for Ps. 1,260,060,188.
The shareholders unanimously resolved to absorb the negative retained earnings as of 31.12.2018 of Ps. 6,619,920,208 as follows: i) by completely disaffecting the Optional Reserve for Future Dividends, for Ps. 2,270,048,609; ii) completely disaffecting the Optional Reserve due to Illiquid Results, for Ps. 1,216,090,908; iii) completely disaffecting the Optional Reserve for the Financial Assistance to Subsidiaries and Media Law, for Ps. 851,718,153; iv) completely disaffecting the Optional Reserve to Guarantee the Liquidity of the Company and its Subsidiaries, for Ps. 940,230,491; v) completely disaffecting the Legal Reserve, for Ps. 81,771,859 and, vi) partially disaffecting the Issuance Premium for Ps. 1,260,060,188
9) Appointment of the members and alternate members of the Board of Directors.
Unanimously, Messrs. Jorge Carlos Rendo, Héctor Mario Aranda, Felipe Noble Herrera, Ms. Alma Rocío Aranda, Messrs. Horacio Ezequiel Magnetto and Francisco Pagliaro were appointed as Directors for the "Class A" shares and Messrs. Francisco Iván Acevedo, Martín Gonzalo Etchevers, Ms. Patricia Miriam Colugio, Ms. Eloisa Prieri Belmonte, Messrs. Eugenio Eduardo Sosa Mendoza and Marcelo Fernando Boncagni were appointed as Alternate Directors for the "Class A" shares. It was stated for the record pursuant to the Rules of the Argentine Securities Commission, that all of the Directors proposed by the Class A shares are non-independent.
By majority vote of 55,028,986 affirmative votes, with 1.760.430 negative votes and 9,688,005 abstentions, Messrs. Lorenzo Calcagno and Andrés Riportella were appointed as Directors for the "Class B" shares and Messrs. Carlos Rebay and Luis Germán Fernández were appointed as Alternate Directors for the "Class B" shares. Pursuant to the Rules of the Argentine Securities Commission, it was stated for the record that all of the Directors proposed by the Class B shares are independent.
Unanimously, Messrs. Horacio Eduardo Quirós and Ignacio Rolando Driollet were appointed as Directors for the "Class C" shares and Messrs. Lucas Puentes Solari and Alfredo Enrique Kahrs were appointed as Alternate Directors for the "Class C" shares. Pursuant to the Rules of the Argentine Securities Commission, it was stated for the record that all of the Directors proposed are non-independent.
10) Appointment of the members and alternate members of the Supervisory Committee.
Unanimously, Mr. Hugo Ernesto López and Mr. Jorge Jaime José de la María Martínez de Hoz were reelected, respectively, as syndic and alternate syndic for the "Class A" shares. It was stated for the record that Messrs. López and Martínez de Hoz qualify as independent under the Rules of the Argentine Securities Commission.
By majority vote of 85,016,099 affirmative votes, with 9,609,365 negative votes and 78,640 abstentions, Messrs. Carlos Alberto Pedro Di Candia and Mr. Miguel Angel Mazzei were reelected, respectively, as syndic and alternate syndic appointed by the "Class A" and "Class B" shares. It was stated for the record that Messrs. Di Candia and Mazzei qualify as independent pursuant to the Rules of the Argentine
The Class C shareholders unanimously approved the appointment of Ms. Adriana Estela Piano as syndic and Ms. Silvina Andrea Tedín as alternate syndic for the Class C shares. It was stated for the record that Ms. Piano and Ms. Tedín qualify as independent pursuant to the Rules of the Argentine Securities Commission.
11) Approval of the annual budget of the Audit Committee.
The shareholders unanimously resolved to set at Ps. 900,000 as the annual budget for the functioning of the Audit Committee.
12) Consideration of the fees of the External Auditor for the economic year ended 31 December 2018.
The shareholders unanimously approved, with the abstention of 78,640 votes, the sum of Ps. 3,421,000 as fees for tasks developed by the External Auditor during the fiscal year ended on 31-12-2018.
13) Appointment of the Company's External Auditor.
The shareholders unanimously approved the appointment of PRICE WATERHOUSE & CO. S.R.L. as External Auditors of the Company and Messrs. Carlos Alberto Pace, as head certifying accountant and Mr. Alejandro Javier Rosa, as alternate certifying accountant, both partners of such Firm.
Enquiries:
In Buenos Aires:
Alfredo Marín/Valentina López
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