23 Mar 2016 14:51
GRUPO CLARIN S.A.
Grupo Clarín Calls Annual Shareholders' Meeting
On 22 March 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Company's Board of Directors had called the Company's Annual Ordinary Shareholders' Meeting for 25 April 2016 at 15.00 on first call and 3 May 2016 at 15.00 on second call, at the Company's headquarters located on Calle Piedras 1743, City of Buenos Aires. The Meeting's agenda will be the following: "1) Appointment of two (2) shareholders to sign the meeting minutes; 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. 17, ended 31 December 2015; 3) Consideration of the performance of the members of the Board of Directors; 4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for economic year 2016, 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; 5) Consideration of the performance of members of the Supervisory Committee; 6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for economic year 2016, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered; 7) Consideration of the application of the Company's Retained Earnings as of 31 December 2015, which are of Ps. 1,884,929,369. Distribution of dividends and integration of reserves. The Board of Directors proposes the following allocation: a) Distribution of cash dividends: Ps. 300,000,000 and b) integration of the existing Discretionary Reserve for future dividends: Ps. 1,584,929,369; 8) Appointment of the members and alternate members of the Board of Directors; 9) Appointment of the members and alternate members of the Supervisory Committee; 10) Approval of the annual budget of the Audit Committee; 11) Consideration of the fees of the External Auditor for the economic year ended 31 December 2015; and 12) Consideration of the extension of the maximum term of three years during which Price Waterhouse & Co. S.R.L will perform audit tasks for the Company, pursuant to Section 28 of chapter III of title II of the Rules of the Argentine Securities Commission (Restatement of 2013, as amended) for the years 2016, 2017 and 2018. Appointment of the Company's External Auditor".
Earlier on 22 March 2016, the Board of Directors of the Company held another meeting at which the Board proposed a budget of Ps. 700,000 for the Company's Audit Committee in 2016 and recommended the extension of the maximum term of three years during which Price Waterhouse & Co. S.R.L will perform audit tasks for the Company, until 2018.
Attached below as Exhibits A, B and C, respectively, are free translations of the minutes of the meetings of the Board of Directors held on 22 March 2015, and of the notice published by the Company to call the Annual Ordinary Shareholders' Meeting.
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
Minutes of the Meeting of the Board of Directors No. 351: In the City of Buenos Aires, on the 22nd day of the month of March 2016, at 10.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 1743, City of Buenos Aires, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Ignacio Rolando Driollet, Horacio Eduardo. Quirós, Lorenzo Calcagno, Alberto César José Menzani, Gervasio Colombres and Sebastián Salaber and of the members of the Supervisory Committee who sign below. The Chairman, Mr. Jorge C. Rendo, submits the first point of the agenda to the consideration of those present: 1) Budget Proposal for the Audit Committee for Fiscal Year No. 18, ending on 31 December 2016. The Chairman Dr. Jorge C. Rendo speaks and states that he has received a note signed by Mr. Alberto C. J. Menzani, in his capacity as Chairman of the Company's Audit Committee, which contains the Audit Committee's proposal in connection with its annual budget to fulfil its purpose, estimated in Ps. 700,000.- which must be considered by the shareholders at the Annual Ordinary Shareholders' Meeting. After extensive debate and taking into account the functions provided for the Committee under applicable law, the tasks detailed in the Annual Action Plan for fiscal year 2016, and the increase in prices estimated for fiscal year 2016, the Board approves unanimously to propose that the Shareholders set the annual Budget for the Audit Committee at Ps. 700,000. Next, the Chairman submits to the consideration of those present the second point of the agenda, which reads: 2) Opinion about the extension of the appointment of the External Auditor for an additional term of 3 (three) years. The Chairman continues to speak and states that General Resolution No. 639/2015 of the Argentine Securities Commission introduced new language to Section 28 of chapter III of title II of the Rules of the Argentine Securities Commission (Restatement of 2013, as amended) referring, among other issues, to the rotation procedure for external auditors. Pursuant to the new language of said Section 28, in its subsection c), the maximum period during which an association or firm may conduct audit tasks in an entity that is authorised to make public offering of its securities shall not exceed three continuous years, and that such term may be extended for 3 (three) additional years pursuant to a decision of the shareholders, when such decision is included expressly in the meeting's agenda and there is a prior favourable opinion of the Board, the Audit Committee and the Supervisory Committee. Given that Price Waterhouse & Co S.R.L. (PWC), which currently renders external auditing services has reached 3 (three) years of continuous rendering of such services with the fiscal year ended on 31 December 2015, the Board of Directors must issue its opinion with respect to the convenience or inconvenience of the extension of the contract term in order for the Shareholders later to be in a position to analyse and decide, at the next annual shareholders' meeting, the possibility of such an extension. In addition, the Chairman informs the members of the Bard that both the Audit Committee and the Supervisory Committee have issued their corresponding reports with a favourable opinion, which was duly grounded, so that the firm PWC may, if the shareholders so decide, act as External Auditors for an additional term of three years, which shall cover fiscal years ended 31 December 2016, 2017 and 2018. Next, Mr. Urricelqui makes a presentation about the credentials of PWC, one of the most recognised and prestigious both at the national and international levels, which has performed and continues to perform the functions of external auditors of some of the most important companies and business groups, and therefore as great experience in the matter. Mr. Urricelqui adds that PWC has been performing satisfactorily as external auditor of the Company and of its main subsidiaries, and that the presence and international experience of PWC have enabled the Company to use its professional services to review the financial information that must be filed in the United Kingdom of Great Britain as a result of its shares trading in the markets of that country. Finally, Mr. Urricelqui states that the solvency of the PWC team and the knowledge they have acquired of the Company, its accounts and its internal controls, make it advisable to continue for the longest term available under law. [Mr. Urricelqui] supplies the information and makes the clarifications requested by members of the Board on this matter, and subsequently the Board decides unanimously (i) to issue a favourable opinion so that PWC may, if it is so decided by the shareholders, act as External Auditor of the Company for an additional three years, i.e. for the fiscal years ending on 31 December 2016, 2017 and 2018, on the grounds presented in the reports of the Audit Committee and the Supervisory Committee mentioned above, with which the Board agrees and which it makes its own, and (ii) pursuant to current law, to include as an express point in the agenda of the next Annual Ordinary Shareholders' Meeting, the matter under discussion. Next, the Chairman submits to the consideration of those present the third and last point of the agenda, which reads: 3) Proposal for the appointment of External Auditors. The Chairman continues to speak and states that, as the Directors know, pursuant to applicable law, at the next Annual Ordinary Shareholders' Meeting, the shareholders must consider the appointment of the Company's external auditors for the fiscal year ending on 31 December 2016. Consequently, the Chairman motions that the Board, given the resolution adopted under the previous point, propose to the shareholders at the next General Ordinary Shareholders' Meeting the appointment of the certified public accountants Carlos Alberto Pace and Alejandro Pablo Frechou, both members of the firm PWC, as External Auditor and alternate External Auditor. The motion is submitted to the consideration of the Board and is approved unanimously. In addition, this decision will be informed to the Audit Committee so that it may issue its own opinion pursuant to applicable law. With no further items to discuss, the meeting is adjourned at 11.30 hours.
Directors: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Ignacio Rolando Driollet, Horacio Eduardo. Quirós, Lorenzo Calcagno, Alberto César José Menzani, Gervasio Colombres and Sebastián Salaber.
Supervisory Committee: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín.
Exhibit B
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 352: In the City of Buenos Aires, on the 22nd day of the month of March 2016, at 17.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 1743, City of Buenos Aires, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Ignacio Rolando Driollet, Horacio Eduardo. Quirós, Lorenzo Calcagno, Alberto César José Menzani, Gervasio Colombres and Sebastián Salaber and of the members of the Supervisory Committee who sign below. The Chairman, Mr. Jorge C. Rendo, submits the following point of the agenda to the consideration of those present: "Calling of a General Annual Ordinary Shareholders' Meeting". The Chairman speaks and states that pursuant to applicable legal rules and [the Company's] bylaws, and as decided by the Board of Directors on 9 March, the Board must call a General Annual Ordinary Shareholders' Meeting and therefore he motions specifically that a a General Annual Ordinary Shareholders' Meeting be called for 25 April 2016 at 15.00 on first call and 3 May 2016 at 15.00 on second call, at the Company's headquarters located on Calle Piedras 1743, City of Buenos Aires in order to consider the following agenda: 1) Appointment of two (2) shareholders to sign the meeting minutes; 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. 17, ended 31 December 2015; 3) Consideration of the performance of the members of the Board of Directors; 4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for economic year 2016, 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; 5) Consideration of the performance of members of the Supervisory Committee; 6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for economic year 2016, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered; 7) Consideration of the application of the Company's Retained Earnings as of 31 December 2015, which are of Ps. 1,884,929,369. Distribution of dividends and integration of reserves. The Board of Directors proposes the following allocation: a) Distribution of cash dividends: Ps. 300,000,000 and b) integration of the existing Discretionary Reserve for future dividends: Ps. 1,584,929,369; 8) Appointment of the members and alternate members of the Board of Directors; 9) Appointment of the members and alternate members of the Supervisory Committee; 10) Approval of the annual budget of the Audit Committee; 11) Consideration of the fees of the External Auditor for the economic year ended 31 December 2015; and 12) Consideration of the extension of the maximum term of three years during which Price Waterhouse & Co. S.R.L will perform audit tasks for the Company, pursuant to Section 28 of chapter III of title II of the Rules of the Argentine Securities Commission (Restatement of 2013, as amended) for the years 2016, 2017 and 2018. Appointment of the Company's External Auditor. The motion is submitted to the vote [of the Directors] and is approved unanimously. The Board also unanimously authorises the Chairman and/or Vice Chairman to publish the notices calling the Shareholders' Meeting. With no further items to discuss, the meeting is adjourned at 17.30 hours.
THESE MINUTES ARE EXECUTED BY:
Directors: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Ignacio Rolando Driollet, Horacio Eduardo. Quirós, Lorenzo Calcagno, Alberto César José Menzani, Gervasio Colombres and Sebastián Salaber.
Supervisory Committee: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín.
Exhibit C
FREE TRANSLATION
GRUPO CLARIN S.A.
Calling of an Ordinary Shareholders Meeting
The Shareholders are hereby called to the General Annual Ordinary Shareholders' Meeting on 25 April 2016 at 15.00 on first call and 3 May 2016 at 15.00 on second call, at the Company's headquarters located on Calle Piedras 1743, City of Buenos Aires in order to consider the following agenda:
1) Appointment of two (2) shareholders to sign the meeting minutes;
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. 17, ended 31 December 2015;
3) Consideration of the performance of the members of the Board of Directors;
4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for economic year 2016, 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;
5) Consideration of the performance of members of the Supervisory Committee;
6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2015. Authorisation to the Board of Directors to pay advances on compensation for economic year 2016, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered;
7) Consideration of the application of the Company's Retained Earnings as of 31 December 2015, which are of Ps. 1,884,929,369. Distribution of dividends and integration of reserves. The Board of Directors proposes the following allocation: a) Distribution of cash dividends: Ps. 300,000,000 and b) integration of the existing Discretionary Reserve for future dividends: Ps. 1,584,929,369;
8) Appointment of the members and alternate members of the Board of Directors;
9) Appointment of the members and alternate members of the Supervisory Committee;
10) Approval of the annual budget of the Audit Committee;
11) Consideration of the fees of the External Auditor for the economic year ended 31 December 2015; and
12) Consideration of the extension of the maximum term of three years during which Price Waterhouse & Co. S.R.L will perform audit tasks for the Company, pursuant to Section 28 of chapter III of title II of the Rules of the Argentine Securities Commission (Restatement of 2013, as amended) for the years 2016, 2017 and 2018. Appointment of the Company's External Auditor.
Jorge Carlos Rendo
Chairman, appointed by the Shareholders and Board on 28-4-2015
Note: Shareholders of Class B book-entry shares for which the Registrar is Caja de Valores S.A. are reminded that they are required to submit proof of their respective accounts and of their identity and capacity, as may correspond, no later than 19 April 2016 between 11.00 and 17.00 hours at Calle Tacuarí 1846, Autonomous City of Buenos Aires.