GCLA.L Regulatory News (GCLA)

GRUPO CLARIN S.A.

Grupo Clarín Responds Shareholder Information Request

On 24 April 2014, 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 Extraordinary Shareholders' Meeting to be held on 29 April 2014.

Attached as Exhibits A and B, respectively, are free translations of the shareholder's request and the Company's response. Attached as Exhibit C is a free translation of a description of the tasks performed by the Task Force in created in connection with the Company's Proposal to conform to the requirements of the Audiovisual Communication Services Law.

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

"2014 - Year in Honour of Admiral Guillermo Brown, on the Bicentennial of the Naval Combat of Montevideo"

Ministry of Economy and Public Finance

Secretariat of Economic Policy and

Development Planning

NOTE DNEPE No. 200/14

RE: FILE-S01: 0063654/2014

Ordinary Shareholders' Meeting of GRUPO CLARIN S.A. of 29/04/2014.-

BUENOS AIRES, 15 APR 2014

MISTER CHAIRMAN:

I am pleased to address you in connection with the Ordinary Shareholders' Meeting of GRUPO CLARIN S.A. to be held on 29 April 2014 at 15.00 hours, on first call and on 9 May 2014 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 2014;

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

9.Inform the measures adopted and reorganizations being evaluated by the Board of Directors, in furtherance of the effective conformation to the Audiovisual Communication Services Law, within the framework of the delegation decided at the previous Shareholders' Meeting;

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. 15 ended 31 December 2013.

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 2013 Financial Statements (including its comparative information for 2012):

i. 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.).

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

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

iv. Under Note 6.6 ("Other Income and Expense, net"), detail of the "Disposal of Unconsolidated Affiliates".

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

vi. 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).

Also, with respect to the 2013 Annual Report, we hereby request the list of private consultants and other sources consulted to make the analysis of the 2013 macroeconomic context.

We also ask that you justify the failure to make an accounting provision in face of the alleged economic impact of conforming to the Audiovisual Communication Services Law, 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, detailing the tasks performed by members of the Board that imply carrying out technical administrative functions, and, if applicable, 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 an din the current process of developing a 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 2013. Authorisation to the Board of Directors to pay advances on compensation for economic year 2014, 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 2012, 2011 and 2010. Finally, we ask that you break down by Director the amounts advanced during fiscal year 2013 and the proposal for advances for fiscal year 2014, 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 2013. Authorisation to the Board of Directors to pay advances on compensation for economic year 2014, 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 2013, as well as the breakdown of the amount of advances proposed by the syndic for fiscal year 2014. We also request the amounts paid as fees to the Supervisory Committee in fiscal years 2012, 2011 and 2010, 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 2013, which are of Ps. 479,831,556. The Board of Directors proposes the following allocation: i) to the Legal Reserve Ps. 6,750,470; ii) to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law Ps. 233,081,086 and iii) to the distribution of cash dividends Ps.240,000,000, payable in two instalments, the first of which shall be of Ps.80,000,000, due within the 30 days immediately following the Shareholders' Meeting, and the second instalment of Ps.160,000,000, payable on or before 31 December 2014;

With respect to the proposal to distribute cash dividends provide the documentation referred to in the Annual Report to the 2013 Financial Statements ("the distribution of dividends proposed by each of the Boards of Directors of the companies in which Grupo Clarín participates, the cashflows of operating and financing activities expected for the future"). We also ask that you justify the statement that this dividend distribution proposal results from "prudent management" as indicated in the Annual Report to the 2013 Financial Statements, and inform on the economic-financial feasibility studies carried out to ground [the decision to distribute dividends].

With respect to the proposal to allocate Ps. 233,081,086 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, if applicable, inform about 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. 690,176,054 and that such amount is sufficient to resolve the "uncertainties that may occur related with the implementation of the plan to conform to the media law", as stated under the Annual Report to the 2013 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 2014 and the real amount executed for this purpose in fiscal year 2013, 2012 and 2011, 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 2013, as well as the real amount used during fiscal years 2012, 2011 and 2010; 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 2014.

Note: 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. Cristian Girard

National Director of Companies with State Participation

TO MR.

CHAIRMAN OF GRUPO CLARIN S.A.

Jorge Carlos RENDO

By hand

EXHIBIT B

FREE TRANSLATION

Buenos Aires, 24 April 2014

To the Shareholder of

Grupo Clarín S.A.

National Social Security Administration (ANSES)

By Hand

Attn: Lic. Cristian Girard

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 2014.

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 31.3.14 under ID No. 4-219311-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 and 18 February 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. 4-214503-D on 28.2.14), on the Annual Report corresponding to the Consolidated Financial Statements for economic year No. 15 ended on 31.12.13 (also available to the general public on AIF ID No. 4-215740-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 Sebastián Bardengo. Alternate Directors: Lucio Andrés Pagliaro, José María Sáenz Valiente (h), Ignacio José María Sáenz Valiente, Carlos Rebay, Luis Germán Fernández, Martín Gonzalo Etchevers.

We hereby state for the record that on 28 February 2014, Messrs. Directors Héctor Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro and Ralph Booth requested a leave of absence from the exercise of their respective positions as from that date and up to the next annual shareholders' meeting at which the authorities of the Company will be renewed. In their place, Messrs. Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Ignacio Rolando Driollet y Sebastián Bardengo took office as Directors. On the same date, the Board of Directors of the Company appointed Mr. Jorge Carlos Rendo as Chairman and Mr. Alejandro Alberto Urricelqui as Vice-Chairman of the Board.

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 25 April 2013 and their terms of office last one fiscal 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 2014.

The information requested will not be subject to discussion at the shareholders' meeting called for the 29th 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. 7,829 million, representing an average 13.1% 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 91% of these investments have been focused on the Cable television and Internet business. During 2013 investments in capital goods reached Ps. 1,859 million (13.1% of sales) and we estimate that for 2014 the investments will increase by approximately 20% in nominal value 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 reorganisations being evaluated by the Board of Directors, in furtherance of the effective conformation to the Audiovisual Communication Services Law, within the framework of the delegation decided at the previous Shareholders' Meeting.

The information requested will not be subject to discussion at the shareholders' meeting called for the 29th of this month because it is not on the Agenda. Notwithstanding the above, we inform that the Board has continued to perform all those actions tending towards the implementation of the Plan, as evidenced by the list of tasks performed to date. Additionally, the Board of Directors of the Company is available to the shareholders after the shareholders' meeting to respond to any questions they may have.

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. 15 ended 31 December 2013.

In order to respond to this point, we have used the abbreviations defined in the "Glossary of Selected Terms" included in the Company's Consolidated Financial Statements as of 31 December 2013. The sum of partial figures may not coincide with the global figure due to rounding.

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. 15 ended on 31.12.13 is available to the shareholders both on AIF (ID 4-215740-D dated 11.3.14) 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. 15 ended on 31.12.2013.

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

vii. 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 "Bank" account, under the item "Cash and Banks" according to Note 5.10 to the consolidated financial statements of Grupo Clarín as of 31 December 2013, compared to those of the previous fiscal year.

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

viii. 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 2013, compared to those of the previous fiscal year.

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

ix. 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 2013, compared to the previous fiscal year.

x. Under Note 6.6 ("Other Income and Expense, net"), detail of the "Disposal of Unconsolidated Affiliates".

The income for "Disposal of Unconsolidated Affiliates" of Ps. 71,518,844 corresponds to the income recognised by Artear for the sale of its participation in Ideas del Sur mentioned under Note 12.h) of the Consolidated Financial Statements of the Company as of 31 December 2013.

xi. 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:

xii. 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 2013, compared to the previous fiscal year:

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

Also, with respect to the 2013 Annual Report, we hereby request the list of private consultants and other sources consulted to make the analysis of the 2013 macroeconomic context.

The macroeconomic analysis performed in the Annual Report 2013 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)

- 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)

- Elypsis (Various Reports)

- Ecolatina (Monthly Price Survey)

- 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)

We also ask that you justify the failure to make an accounting provision in face of the alleged economic impact of conforming to the Audiovisual Communication Services Law, as well as any document and other supporting information that may accompany this point.

With respect to the information requested in connection with the accounting provision in face of the alleged economic impact of conforming to the Audiovisual Communication Services Law, we copy below the statement under Note 11 to the Individual Financial Statements of the Company, which must be read together with the corresponding financial statements:

"The implementation of this proposal, if approved without any changes as presented by the Company, which mainly consists in the transfer of assets, may entail a strong reduction of its operating income and its profitability in the Cable Television and Internet Access segment and/or a strong reduction of its operating income and profitability of the Broadcasting and Programming segment, depending on the choices made by the Company. The above-mentioned considerations and the limits to the growth of Grupo Clarín imposed by this law, against world trends and against legitimately acquired rights, will surely have an impact on the potential value of Grupo Clarín. The proposal's implementation process and the results that may eventually occur will depend on a series of approvals and decisions from regulatory agencies, the Company and the subsidiaries involved (including the respective shareholders) and from all the parties involved in this process, which has just began. A scenario different from the one considered by the Company and its subsidiaries, additional limitations to those contemplated in its voluntary conforming proposal and/or a forced divestiture process may give rise to different results and, eventually, adverse consequences. As of the date of these financial statements and given the current uncertainties regarding the effective evolution of the process of conforming the Company and its subsidiaries to the Audiovisual Communication Services Law, the existing restrictions imposed by the regulatory framework and the conditions in which these processes will be effectively carried out, the Company cannot provide assurance about the final value to be obtained as a result of the divestiture or about the results of that process. In this sense, it should be noted that the decision rendered by the Supreme Court of Argentina on October 29, 2013 expressly states the claimant companies' right to claim economic damages caused to the Company and its subsidiaries as a consequence of the adjustment to conform to the law. Accordingly, under the proposal submitted to AFSCA on November 4, 2013 the Company expressly reserved its right to bring judicial actions to claim for those damages."

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, detailing the tasks performed by members of the Board that imply carrying out technical administrative functions, and, if applicable, participations in special commissions.

The members of the Board of Directors who have carried out technical administrative functions during the fiscal year are Messrs. Jorge C. Rendo, Alejandro A. Urricelqui and Pablo C. Casey.

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 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.

Also, as we point out below, Messrs. Urricelqui, Rendo and Casey are members of the Task Force relating to the Plan to Conform the Company to the Audiovisual Communications Law.

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.

The CNV, pursuant to Resolution No. 16,834 decided to initiate an administrative claim against the following members of the Board of Directors: Héctor Horacio Magnetto, Lucio Rafael Pagliaro, José Antonio Aranda, José María Sáenz Valiente (h), Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey, David Castelblanco, Muneer Satter, Mario César Parrado 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.

Additionally, Messrs. Jorge C. Rendo and Saturnino L. Herrero Mitjans are subject to a claim (No. 3831, File No. 7267/03) for breach of Section 1º, Subsections e and f of Law No. 19,359 (Foreign Exchange Criminal Regime). The claim is pending before the National Court on Criminal Economic Matters No. 5 of the City of Buenos Aires. The claim is pending a decision.

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 an din the current process of developing a 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].

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 in terms of the number of licenses and market share, 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. At that meeting, the shareholders approved the performance of the members of the Task Force.

c. (Point 4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2013. Authorisation to the Board of Directors to pay advances on compensation for economic year 2014, 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 2012, 2011 and 2010. Finally, we ask that you break down by Director the amounts advanced during fiscal year 2013 and the proposal for advances for fiscal year 2014, 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. As such, they are compensated with salaries for the tasks they carry out with the Company and do not receive compensation as members of the Board of Directors.

The Chart of Allocations to the Board for the fiscal year ended on 31.12.2013 was submitted through AIF to the Argentine Securities Commission on 27 March 2014 under ID No. 4-219160-D.

As reflected in the respective minutes of the shareholders' meetings that consider the financial statements corresponding to fiscal years 2010, 2011 and 2012, made available to the Shareholders on the AIF under ID Nos. 4-192068-D, 4-171156-D, 4-152489-D, respectively, the amounts paid to Directors have been the following:

Shareholders' Meeting held on 28 April 2011 - Fiscal Year ended 31.12.2010: Directors who carried out technical - administrative functions on a permanent basis under the terms of Section 261 of the Argentine Business Associations Law: Pesos five million thirty five thousand sixty nine (Ps. 5,035,069) (aggregate gross compensation collected). Independent Directors: Pesos seven hundred fifty thousand (Ps. 750,000), all as duly reported to the CNV pursuant to applicable laws.

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. 9,924,074) (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.

With respect to the concern relating to the amounts advanced during fiscal year 2013, we state that this information was duly uploaded to the AIF-ID No. 4-219160-D-including all of the fees to be proposed at the next Shareholders' Meeting. However, we clarify that the Directors who are employees of the Company have been compensated by way of salaries (which are not advances of Directors' fees) collectively up to 31.12.2013 for an aggregate amount of Pesos Nine Million Nine Hundred Seventy One Thousand Two Hundred Forty Eight (Ps. 9,971,248), while the Directors who are not employees of the Company have been allocated up to 31.12.2013, collectively, an aggregate amount of Pesos One Million One Hundred Eighty Eight Thousand (Ps. 1,188,000), all subject to the decision of the shareholders.

The proposal for advances during fiscal year 2014 shall be the amounts paid in 2013 plus an increase in salaries that is preliminarily estimated at 25/30%.

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 25 April 2013. 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, the members of the Supervisory Committee during fiscal year 2013 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. The Supervisory Committee has also reviewed the documents related to the Plan to Conform to the Audiovisual Communication Services Law and has maintained meetings with the legal advisors to gain knowledge of the technical aspects of such Plan.

e. (Point 6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2013. Authorisation to the Board of Directors to pay advances on compensation for economic year 2014, 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 2013, as well as the breakdown of the amount of advances proposed by the syndic for fiscal year 2014. We also request the amounts paid as fees to the Supervisory Committee in fiscal years 2012, 2011 and 2010, 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 2014 will be the amounts paid in 2013 plus an increase along the lines indicated under the preceding point (which is preliminarily estimated at approximately 25/30%).

As reflected in the respective minutes of the shareholders' meetings held in 2011, 2012 and 2013, made available to the Shareholders on the AIF under ID Nos. 4-192068-D, 4-171156-D, 4-152489-D, respectively, the amounts paid to the Members of the Supervisory Committee have been the following:

Shareholders' Meeting held on 28 April 2011 - Fiscal Year ended 31.12.2010: Pesos sixty five thousand (Ps. 65,000) to each member.

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.

f. (Point 7) Consideration of the application of the Company's Retained Earnings as of 31 December 2013, which are of Ps. 479,831,556. The Board of Directors proposes the following allocation: i) to the Legal Reserve Ps. 6,750,470; ii) to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law Ps. 233,081,086 and iii) to the distribution of cash dividends Ps. 240,000,000, payable in two instalments, the first of which shall be of Ps. 80,000,000, due within the 30 days immediately following the Shareholders' Meeting, and the second instalment of Ps. 160,000,000, payable on or before 31 December 2014;

With respect to the proposal to distribute cash dividends provide the documentation referred to in the Annual Report to the 2013 Financial Statements ("the distribution of dividends proposed by each of the Boards of Directors of the companies in which Grupo Clarín participates, the cashflows of operating and financing activities expected for the future"). We also ask that you justify the statement that this dividend distribution proposal results from "prudent management" as indicated in the Annual Report to the 2013 Financial Statements, and inform on the economic-financial feasibility studies carried out to ground [the decision to distribute dividends].

With respect to the proposal to allocate Ps. 233,081,086 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, if applicable, inform about 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. 690,176,054 and that such amount is sufficient to resolve the "uncertainties that may occur related with the implementation of the plan to conform to the media law", as stated under the Annual Report to the 2013 Financial Statements, as well as any documentation and any other supporting information that may accompany this point.

Certain information requested under this point will not be subject to discussion at the shareholders' meeting called for the 29th of this month because it is not in the Agenda. Notwithstanding the above, we inform that the Board of Directors of the Company will be available to the shareholders after the shareholders' meeting to respond to any questions they may have.

The Company is fundamentally a holding company and, as such, the generation of the cashflows available for the payment of dividends comes basically from the dividends the Company collects from its subsidiaries. The Company does not expect that this situation will be reverted in the next fiscal year, except for the eventual effects of the implementation of the Plan to Conform to the Audiovisual Communication Services Law.

Consequently, the proposal to distribute dividends for Ps. 240 million was based on the consideration of the dividend proposals of the companies in which the Company participates directly. This information arises from the Annual Reports of each of these subsidiaries and its financial statements, which are public because they were submitted to the Argentine Securities Commission, the enforcement authority for the Company, and may be accessed though the AIF of such Commission. Notwithstanding the above, we summarise such information below:

· Artear 176.0 million (*)

· CLC 3.0 million

· CVB 15.0 million

· Vistone 60.0 million

· SHOSA 85.0 million

(*) As approved by the shareholders at the General Extraordinary Shareholders' Meeting held on 28 February 2014 (See Note 18.e to the Parent Company Only Financial Statements of the Company as of 31 December 2013).

Taking into account the situation described above, and adding to this that as stated several times in the past, the Company does not have a policy that governs the amount and the payment of dividends or other distributions, the Board considered that it would not be prudent to make a distribution of more than Ps. 240 million, which are related to the liquidity that the Company considers it will have to face their cancellation. Notwithstanding the above, was provided by the Argentine Business Associations Law, the distribution of dividends is a decision that corresponds strictly to the Shareholders of the Company, and the final distribution will be the one that is decided at the corresponding Shareholders' Meeting.

Once the amounts corresponding to the Legal Reserve and the proposal for the distribution of Cash Dividends, there was a balance of Ps. 233,081,086, the allocation of which had to be proposed by the Board of Directors to the Shareholders. Given the circumstances that the Company and its related companies are undergoing (situations that are amply described in the respective Annual Report and in their financial statements, both of which are public and have been filed with the Argentine Securities Commission), the Board has deemed it prudent to allocate the balance to this reserve.

The Reserve in question has been created not only to face the Plan to Conform to the Audiovisual Communication Services Law, but also to provide financial assistance to the subsidiaries. In fact, subsequent to the end of the fiscal year, and as described under Note 18 (Subsequent Events) to the Parent Company Only Financial Statements of the Company, the Company has made an Irrevocable Capital Contribution on Account of Future Share Subscriptions in AGEA for an aggregate amount of Ps. 225 million, and during fiscal year 2013 the company has made Contributions in controlled companies for Ps. 9 million (as detailed in the Parent Company Only Statement of Cashflows). With respect to the sufficiency of the total amount of this Reserve to face eventual needs that the implementation of the Plan may require, it is important to highlight that, as mentioned above, the final outcome of the proposed Plan depends on a series of decisions and approvals that have not yet concluded, the final impact of which, depending on the way that these still uncertain situations may be resolved, could give rise to different-even opposite-accounting results. All this notwithstanding that this situation could lead to a loss in company value and in the Company's potential as a consequence of the reduction of its scale, the magnitude and size of which will depend on the final outcome of the situations mentioned above. Consequently, it would be daring and imprudent to make any certain affirmations of the kind that was requested. However, the final allocation of the results of the year shall be the one that the Shareholders decide at the corresponding Shareholders' Meeting.

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 2014 and the real amount executed for this purpose in fiscal year 2013, 2012 and 2011, 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 2014 be of Ps. 500,000.

We inform that the amounts of the budget of the Audit Committee duly approved by the shareholders at the shareholders' meetings held in 2011, 2012 and 2013, uploaded onto the AIF under ID Nos. 4-192068-D, 4-171156-D, 4-152489-D, respectively, were fully executed.

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 2013, as well as the real amount used during fiscal years 2012, 2011 and 2010; 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 2014.

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. 4-220680-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.

Sincerely,

/s/ Alfredo Marín

EXHIBIT C

FREE TRANSLATION

Actions Performed by the Task Force

Since the Company was served notice of Resolution No. 193/AFSCA/2014, the following actions were instrumented [by the Task Force]:

· [The Task Force] submitted evidence to AFSCA of the corporate acts (minutes of the Meetings of the respective Boards of Directors) that each of the companies that were presented for purposes of conforming to the Audiovisual Communication Services Law had performed to take note of Resolution No. 193/AFSCA/2014 and to call Extraordinary Shareholders' Meetings.

· [The Task Force] engaged a team of Engineers to prepare:

o the technical files necessary to request new licenses in two cases (both contemplated in the proposal and in its approval):

§ Licenses that have expired to date,

§ Licenses that as a consequence of the consolidation system that was implemented used to be extensions and must now become headends.

o the technical certificates necessary to render operational (habilitar) the licenses of Cablevisión S.A. in its new conformation.

· [The Task Force] acquired the Bidding Documents to file requests of new licenses in two cases:

o Licenses that have expired to date,

o Licenses that as a consequence of the consolidation system that was implemented used to be extensions and must now become headends.

· Within the framework of the process to conform to the Audiovisual Communication Service Law, [the Task Force] requested:

o Service Authorization (Habilitación del Servicio) and Extension of the following licenses:

§ FM Mendoza

§ FM Tucumán

§ FM Santa Fé

o Service Authorizations (Habilitación de los Servicios) for television by physical link that to date are pending resolution and that will not change in their conformation.

· [The Task Force] made filings before AFSCA:

o Formulating reservations of rights and making statements in connection with the interpretation of certain recitals of Resolution No. 193/AFSCA/2014 with respect to AFSCA's resolution in connection with:

§ television services by use of radioelectric spectrum that will be discontinued as a consequence of the actions taken to conform to the Audiovisual Communication Services Law, and

§ the portion of the radioelectric spectrum that will be accumulated provisionally (a título precario) to the radioelectric services selected in certain locations.

o Making a statement relating to the maintenance of the registration of the signal METRO in Continuing Cablevisión.

· [The Task Force] made presentations before the various government entities/agencies that must intervene within the framework of the execution of the proposal, according to the following detail:

o Ministry of Economy,

o Secretariat of Trade,

o National Antitrust Direction,

o Argentine Securities Commission,

o Secretariat of Communications,

o AFSCA, informing of the above filings.

· [The Task Force] obtained from the subsidiaries of Cablevisión a confirmation of the proposal of Cablevisión filed by the Company, and provided evidence of such circumstance to AFSCA pursuant to Resolution No. 193/AFSCA/2014. The confirmations filed to date correspond to the following companies:

o Tres Arroyos Televisora Color S.A.

o Indio Rico Cable Color S.A.

o Copetonas Video Cable S.A.

o Cable Video Sur S.A.

o Dorrego Televisión S.A.

o Wolves Televisión S.A.

· Additionally, [the Task Force] agreed with the companies La Capital Cable S.A. and Teledifusora San Miguel Arcángel S.A and Ver TV S.A. that [these companies] would confirm the proposal submitted by Cablevisión, which confirmation will be informed to the Administration in the short term.

· As a consequence of the agreement with the shareholders of La Capital Cable S.A., [the Task Force] submitted before AFSCA a partial amendment to the proposal of Cablevisión S.A. in connection with the subscription television services exploited in the localities of Necochea, La Dulce and Lobería, all of them in the Province of Buenos Aires, which will now be part of Unit No. 3 to merge into La Capital Cable S.A.

· The Subsidiaries of the Company have proceeded to call their respective shareholders' meetings to approve the plan to conform to the Audiovisual Communication Services Law.

· Given that the proposal to conform to the Audiovisual Communication Services Law that was submitted to, and declared formally admissible by, AFSCA contemplates a partial spin-off of Cablevisión S.A., [the Task Force] began to elaborate a Spin-Off Prospectus to be filed in the short term before the CNV and AFSCA for their administrative conformity.