26 Mar 2019 17:05
GRUPO CLARIN S.A.
Grupo Clarín Calls Annual Shareholders' Meeting
On 26 March 2019, 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 held a meeting on 25 March 2019, at which they resolved to call the Company's Annual Ordinary Shareholders' Meeting for 30 April 2019 at 15.00 on first call and 8 May 2019 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. 20, ended 31 December 2018; 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 (Ps. 17,155,000 allocated amount) for the economic year ended 31 December 2018, which yielded a computable loss, as defined in the Rules of the Argentine Securities Commission. 5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered; 6) Consideration of the performance of members of the Supervisory Committee; 7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2018. Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered; 8) Consideration of the application of the Company's Retained Earnings as of 31 December 2018, which yielded a negative result of Ps. 6,619,920,208. The Board of Directors proposes [that the Company] absorb the negative retained earnings pursuant to Article 11, Chapter III, Title IV of the Rules of the Argentine Securities Commission (as restated in 2013), as follows: i) by completely disaffecting the Optional Reserve for Future Dividends, for Ps. 2,270,048,609; ii) completely disaffecting the Optional Reserve due to Illiquid Results, for Ps. 1,216,090,908; iii) completely disaffecting the Optional Reserve for the Financial Assistance to Subsidiaries and Media Law, for Ps. 851,718,153; iv) completely disaffecting the Optional Reserve to Guarantee the Liquidity of the Company and its Subsidiaries, for Ps. 940,230,491; v) completely disaffecting the Legal Reserve, for Ps. 81,771,859 and, vi) partially disaffecting the Issuance Premium for Ps. 1,260,060,188. 9) Appointment of the members and alternate members of the Board of Directors; 10) Appointment of the members and alternate members of the Supervisory Committee; 11) Approval of the annual budget of the Audit Committee; 12) Consideration of the fees of the External Auditor for the economic year ended 31 December 2018; and 13) Appointment of the Company's External Auditor".
At the meeting, the Board of Directors of the Company also proposed a budget of Ps. 900,000 for the Company's Audit Committee in 2019 and recommended the appointment of Carlos Alberto Pace and Alejandro Javier Rosa, both members of Price Waterhouse & Co. S.R.L (PWC) as external auditor and alternate external auditor of the Company for the economic year ended 31 December 2019.
Attached below as Exhibits A and B are free translations of the minutes of the meeting of the Board of Directors held on 25 March 2019 and of the notice published by the Company to call the Annual Ordinary Shareholders' Meeting, respectively.
Enquiries:
In Buenos Aires:
Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money / Clare Gallagher
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
Exhibit A
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 442: In the City of Buenos Aires, on the 25th day of the month of March 2019, at 17.30 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 the undersigned members of the Board of Directors and members of the Supervisory Committee. The President of the Company, Dr. Jorge Rendo, opens the meeting and submits the first point of the agenda to the consideration of those present: 1) Calling of a General Annual Ordinary Shareholders' Meeting. The President speaks and states that pursuant to applicable legal rules and the Company's bylaws, the Board must call a General Annual Ordinary Shareholders' Meeting and therefore he motions specifically that a General Annual Ordinary Shareholders' Meeting be called for 30 April 2019 at 15.00 on first call and 8 May 2019 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. 20, ended 31 December 2018; 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 (Ps. 17,155,000 allocated amount) for the economic year ended 31 December 2018, which yielded a computable loss, as defined in the Rules of the Argentine Securities Commission. 5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered; 6) Consideration of the performance of members of the Supervisory Committee; 7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2018. Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered; 8) Consideration of the application of the Company's Retained Earnings as of 31 December 2018, which yielded a negative result of Ps. 6,619,920,208. The Board of Directors proposes [that the Company] absorb the negative retained earnings pursuant to Article 11, Chapter III, Title IV of the Rules of the Argentine Securities Commission (as restated in 2013), as follows: i) by completely disaffecting the Optional Reserve for Future Dividends, for Ps. 2,270,048,609; ii) completely disaffecting the Optional Reserve due to Illiquid Results, for Ps. 1,216,090,908; iii) completely disaffecting the Optional Reserve for the Financial Assistance to Subsidiaries and Media Law, for Ps. 851,718,153; iv) completely disaffecting the Optional Reserve to Guarantee the Liquidity of the Company and its Subsidiaries, for Ps. 940,230,491; v) completely disaffecting the Legal Reserve, for Ps. 81,771,859 and, vi) partially disaffecting the Issuance Premium for Ps. 1,260,060,188. 9) Appointment of the members and alternate members of the Board of Directors; 10) Appointment of the members and alternate members of the Supervisory Committee; 11) Approval of the annual budget of the Audit Committee; 12) Consideration of the fees of the External Auditor for the economic year ended 31 December 2018; and 13) 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 President and/or Vice President to publish the notices calling the Shareholders' Meeting. Next, the President submits the second point of the agenda to the consideration of those present: 2) Proposal for the appointment of External Auditors. The Vice President asks to speak and states that, as the Directors know, pursuant to applicable law, at the next General Annual Ordinary Shareholders' Meeting, the shareholders must consider the appointment of the external auditors. Therefore, the President expresses the convenience of this Board proposing to the shareholders at the next General Annual Ordinary Shareholders' Meeting the appointment of the firm Price Waterhouse & Co S.R.L. (PWC) as External Auditors of the Company's financial statements for the year ended 31 December 2019, with Mr. Carlos Pace as certifying accountant and Alejandro Javier Rosa as alternate certifying accountant, both members of the firm Price Waterhouse & Co S.R.L. (PWC). 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. Next, the President submits the last point of the agenda to the consideration of those present: 3) Budget Proposal for the Audit Committee for Fiscal Year No. 21, ending on 31 December 2019. Dr. Jorge Rendo informs those present 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 such Committee's proposal in connection with its annual budget to fulfil its purpose, which budget is estimated at Ps. 900,000. The said budget must be considered by the shareholders at the Annual Ordinary Shareholders' Meeting. After an exchange of questions and answers and taking into account the functions provided for the Committee under applicable law, the tasks detailed in the Annual Action Plan for fiscal year 2019, and the increase in prices estimated for fiscal year 2019, the Board approves unanimously to propose that the Shareholders set the annual Budget for the Audit Committee at Ps. 900,000. With no further items to discuss, the meeting is adjourned at 18.00 hours.
Directors executing the minutes: Jorge Carlos Rendo, Héctor Mario Aranda, Lorenzo Calcagno, Alberto César José Menzani, Francisco Pagliaro, María Florencia Pagliaro and Ignacio Rolando Driollet.
Members of the Supervisory Committee executing the minutes: Carlos Alberto Pedro Di Candia, Hugo Ernesto López and Daniel R. Hirsch.
Exhibit B
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 30 April 2019 at 15.00 on first call and 8 May 2019 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. 20, ended 31 December 2018;
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 (Ps. 17,155,000 allocated amount) for the economic year ended 31 December 2018, which yielded a computable loss, as defined in the Rules of the Argentine Securities Commission.
5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered;
6) Consideration of the performance of members of the Supervisory Committee;
7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2018. Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered;
8) Consideration of the application of the Company's Retained Earnings as of 31 December 2018, which yielded a negative result of Ps. 6,619,920,208. The Board of Directors proposes [that the Company] absorb the negative retained earnings pursuant to Article 11, Chapter III, Title IV of the Rules of the Argentine Securities Commission (as restated in 2013), as follows: i) by completely disaffecting the Optional Reserve for Future Dividends, for Ps. 2,270,048,609; ii) completely disaffecting the Optional Reserve due to Illiquid Results, for Ps. 1,216,090,908; iii) completely disaffecting the Optional Reserve for the Financial Assistance to Subsidiaries and Media Law, for Ps. 851,718,153; iv) completely disaffecting the Optional Reserve to Guarantee the Liquidity of the Company and its Subsidiaries, for Ps. 940,230,491; v) completely disaffecting the Legal Reserve, for Ps. 81,771,859 and, vi) partially disaffecting the Issuance Premium for Ps. 1,260,060,188.
9) Appointment of the members and alternate members of the Board of Directors; 10) Appointment of the members and alternate members of the Supervisory Committee;
11) Approval of the annual budget of the Audit Committee;
12) Consideration of the fees of the External Auditor for the economic year ended
31 December 2018; and
13) Appointment of the Company's External Auditor.
Jorge Carlos Rendo
Chairman, appointed by the Shareholders Meeting on April 19th, 2018, and the Board of Directors on April 25th, 2018.
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 April 24th, 2019 between 11.00 and 17.00 hours at Calle Tacuarí 1842, Autonomous City of Buenos Aires.