28 Apr 2023 18:19
GRUPO CLARIN S.A.
Grupo Clarín Holds Annual Ordinary Shareholders' Meeting
On 25 April 2023, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that Company had held its Annual Ordinary Shareholders' Meeting. The Shareholders' Meeting was held remotely using Microsoft Teams. The Shareholders' Meeting was attended by 12 shareholders, 1 by himself and 11 represented by attorneys in fact, representing 96.42% of the Company's issued and outstanding capital stock and 98.26% of the votes. At the meeting, the shareholders decided as follows:
Points to be considered prior to the Agenda:
1) "Appointment of two (2) shareholders to sign the meeting minutes."
By majority vote, with 206,255,114 affirmative votes and 9,609,365 negative votes), the shareholders resolved that the meeting minutes be signed by the representative of the shareholder GC Dominio S.A. and the representative of the shareholder HHM Grupo Clarín New York Trust.
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. 24, ended 31 December 2022."
Unanimously, with no abstentions, the shareholders approved the accounting documents provided under Section 234, subsection 1 of the General Companies Law corresponding to economic year No. 24 ended 31 December 2022.
3) "Consideration of the performance of the members of the Board of Directors."
Unanimously, with no abstentions, the shareholders approved the performance of all members of the Board of Directors who were in office during the fiscal year ended on 31 December 2022 and up to the date of the shareholders' meeting.
4) "Consideration of the compensation of the members of the Board of Directors of Ps. 108,428,349 (allocated amount) for the economic year ended 31 December 2022 which yielded a computable loss, as defined in the Rules of the Argentine Securities Commission."
Unanimously, with no abstentions, the shareholders approved an aggregate amount of Ps. 108,428,349 as fees to the Board of Directors for the fiscal year ended on 31 December 2022.
5) "Authorisation to the Board of Directors to pay advances on compensation for economic year 2023 to directors that perform technical administrative functions and/or special commissions and/or independent directors, 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."
Unanimously, (with 9,609,365 abstentions), the shareholders authorised the Board of Directors to pay advances on fees for fiscal year 2023 to directors that perform technical administrative functions and/or special commissions and/or independent directors within the framework of the General Companies Law, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the Members of the Board of Directors.
6) "Consideration of the performance of members of the Supervisory Committee."
Unanimously, with no abstentions, the shareholders approved the performance of all members of the Supervisory Committee during the fiscal year ended on 31 December 2022 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 2022."
Unanimously, (with 9,609,365 abstentions), the shareholders approved the payment of Ps. 4,485,600 as fees to the members of the Supervisory Committee for the economic year ended on 31 December 2022.
8) "Authorisation to the Board of Directors to pay advances on compensation for economic year 2023 subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered."
Unanimously, (with 9,609,365 abstentions), the shareholders approved to authorise the Board of Directors to pay advanced fees to the members of the Supervisory Committee for fiscal year 2023, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the members of the Supervisory Committee.
9) "Consideration of the application of the Company's Retained Earnings as of 31 December 2022, which yielded a negative result of Ps. 1,372,158,010. The Board of Directors proposes [that the Company] absorb the negative result of the economic year 2022 by partially reversing the Legal Reserve."
Unanimously, with no abstentions, the shareholders resolved to the retained earnings (negative result) of the economic year 2022 by reversing the Legal Reserve until such amount is completed.
10) "Appointment of the members and alternate members of the Board of Directors."
Unanimously, with no abstentions, the Class "A" shareholders appointed Messrs. Jorge Carlos Rendo, Héctor Mario Aranda, Felipe Noble Herrera, Horacio Ezequiel Magnetto, Francisco Pagliaro and Mrs. Alma Rocío Aranda as Directors for the "Class A" shares and Messrs. Francisco Iván Acevedo, Verónica Alejandra Beratz, Eugenio Eduardo Sosa Mendoza, Marcelo Fernando Boncagni, Alberto Pedro Marina and Mrs. Patricia Miriam Colugio as Alternate Directors for the "Class A" shares. All of the directors appointed by the Class "A" shares are non-independent.
By majority vote, with 55,358,136 affirmative votes, 417,786 negative votes and 9,609,365 abstentions, the Class "B" shareholders elected Messrs. Alberto César Menzani and Andrés Riportella as Directors for the "Class B" shares and Messrs. Carlos Rebay and Luis Germán Fernández as Alternate Directors for the Class "B" shares. All of the directors appointed by the Class "B" shares are independent.
Unanimously, with no abstentions, the Class "C" shareholders reelected Messrs. Horacio Eduardo Quirós and Martín Gonzalo Etchevers as Directors for the "Class C" shares and Messrs. Lucas Puentes Solari and Alfredo Enrique Kahrs as Alternate Directors for the Class "C" shares. All of the directors appointed by the Class "C" shares are non-independent.
11) "Appointment of the members and alternate members of the Supervisory Committee."
Unanimously, with no abstentions, the Class "A" shareholders appointed Mr. Hugo Ernesto López and Mr. Jorge Jaime José de la María Martínez de Hoz, respectively, as syndic and alternate syndic for the "Class A" shares. Messrs. López and Martínez de Hoz qualify as independent under the Rules of the Argentine Securities Commission.
By majority vote, with 83,923,965 affirmative votes, 9,609,365 negative votes and 78,640 abstentions, the Class "A" and Class "B" shareholders, voting as a single Class, appointed Messrs. Carlos Alberto Pedro Di Candia and Mr. Miguel Angel Mazzei, respectively, as syndic and alternate syndic. Messrs. Di Candia and Mazzei qualify as independent pursuant to the Rules of the Argentine Securities Commission.
Unanimously, with no abstentions, the Class "C" shareholders appointed Mrs. Alicia Estela Rota as syndic and Ms. Silvia Andrea Tedín as alternate syndic for the Class "C" shares. Mrs. Rota and Mrs. Tedín qualify as independent pursuant to the Rules of the Argentine Securities Commission.
12) "Approval of the annual budget of the Audit Committee."
Unanimously, with no abstentions, the shareholders resolved to set at Ps. 2,800,000 as the annual budget for the functioning of the Audit Committee.
13) "Consideration of the fees of the External Auditor for the economic year ended 31 December 2022."
Unanimously, with no abstentions, the shareholders approved the sum of Ps. 14,520,000 as auditor's fees for tasks developed during the fiscal year ended on 31 December 2022.
14) "Appointment of the Company's External Auditor."
Unanimously, with no abstentions, the shareholders approved the appointment as auditing firm of PRICE WATERHOUSE & CO. and Mr. Reinaldo Sergio Cravero as head certifying accountant and Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono as alternate certifying accountants, all of them members of said firm.
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