23 Mar 2021 07:42
GRUPO CLARIN S.A.
Grupo Clarín Calls Annual Shareholders' Meeting
On 22 March 2021, 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 that date, at which they resolved to call the Company's Annual Ordinary Shareholders' Meeting for 30 April 2021 at 15.00 on first call and 10 May 2021 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. 22, ended 31 December 2020; 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. 44,920,826 allocated amount) for the economic year ended 31 December 2020, 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 2021 to directors who perform technical administrative functions and/or special commissions and/or independent directors, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered; 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 2020. Authorisation to the Board of Directors to pay advances on compensation for economic year 2021, 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 2020, which yielded a negative result of Ps. 275,662,483. The Board of Directors proposes [that the Company] absorb all of 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 partially reversing the Issuance Premium. 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 2020; 13) Appointment of the Company's External Auditor; 14) Amendment of article sixteen of the Company's Bylaws".
At the meeting, the Board of Directors of the Company recommended the appointment as external Auditor of the Company's financial statements for the year ended 31 December 2021 of the firm Price Waterhouse & Co. S.R.L (PWC), with Mr. Alejandro Javier Rosa acting as certifying accountant and Messrs. Reinaldo Sergio Cravero and Ezequiel Luis Mirazón acting as alternate certifying accountants, all of them members of the firm Price Waterhouse & Co. S.R.L (PWC). The Board also resolved to set the budget of the Company's Audit Committee at Ps. 1,200,000 for the fiscal year ended 31 December 2021. Finally, the Board of Directors of the Company proposed an amendment to the provision of the Company's Bylaws that governs majorities and quorum at in-person and remote Board meetings.
Attached below as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors held on 22 March 2021.
Enquiries:
In Buenos Aires:
Samantha Olivieri
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. 485: In the City of Buenos Aires, on the 22nd day of the month of March 2021, at 15.05 hours, pursuant to the provisions of the Bylaws, the measures issued by the National Executive Branch as a result of the spread of COVID-19 and the Rules of the Argentine Securities Commission, the Board of Directors of Grupo Clarín S.A. meets using the video-teleconference system Microsoft Teams. The President of the Company, Dr. Jorge Rendo, opens the meeting and informs that the following persons are connected-from the City of Buenos Aires and the Province of Buenos Aires-using the abovementioned system: members of the Board of Directors Messrs. Horacio Ezequiel Magnetto, Lorenzo Calcagno, Andrés Riportella, Horacio Eduardo Quirós, Ignacio Rolando Driollet and Felipe Noble Herrera, and members of the Supervisory Committee, Ms. Adriana Piano, Mr. Hugo Lopez and Mr. Carlos A. P. Di Candia. Next, the President Dr. Jorge C. Rendo 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 and Extraordinary Shareholders' Meeting be called for 30 April 2021 at 15.00 on first call and 10 May 2021 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. 22, ended 31 December 2020; 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. 44,920,826 allocated amount) for the economic year ended 31 December 2020, 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 2021 to directors who perform technical administrative functions and/or special commissions and/or independent directors, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Board of Directors is considered; 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 2020. Authorisation to the Board of Directors to pay advances on compensation for economic year 2021, 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 2020, which yielded a negative result of Ps. 275,662,483. The Board of Directors proposes [that the Company] absorb all of 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 partially reversing the Issuance Premium. 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 2020; 13) Appointment of the Company's External Auditor; 14) Amendment of the article sixteen of the Company's Bylaws. If as of the date set for the Shareholders' Meeting preventive and/or mandatory and/or sectorized restrictions to the free circulation of people in general still exist as a result of the state of sanitary emergency pursuant to Emergency Decree No. 297/2020 and successive regulations issued by the National Executive Branch, the Shareholders' meeting will be held remotely using the video-teleconference system Microsoft Teams, which will (a) guarantee free access to the meeting of all shareholders, with a voice and a vote; (b) permit the simultaneous broadcast of sound, images and words throughout the entire meeting; and (c) be recorded on digital support. In that case, the Company will send all shareholders that notify their attendance to the e-mail address Asamblea2021@grupoclarin.com that the Company will make available to them the link and way to access the system, together with instructions about the development of the meeting. The motion is submitted to a vote and approved unanimously. In addition, the Board also resolves unanimously to authorize the President and/or the Vice President to make the publications calling the shareholders' meeting as well as any additional notices that may be required under applicable law. Next, the President submits the second point of the agenda to the consideration of those present: 2) Proposal for the appointment of External Auditors. Dr. Rendo continues to speak and states that, pursuant to applicable law, at the next General Annual Ordinary and Extraordinary 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 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 2021, with Mr. Alejandro Javier Rosa as certifying accountant and Messrs. Reinaldo Sergio Cravero y Ezequiel Luis Mirazón as alternate certifying accountants, all of them 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 third point of the agenda to the consideration of those present: 3) Budget Proposal for the Audit Committee for Fiscal Year No. 23, ending on 31 December 2021. Mr. Quirós asks to speak and states that the Company has received a note signed by Mr. Calcagno, 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. 1,200,000, which must be considered by the shareholders at the Annual Ordinary and Extraordinary Shareholders' Meeting. Taking into account the functions provided for the Committee under applicable law, as well as the tasks detailed in the Annual Action Plan for fiscal year 2021-which was duly submitted to the Board-the Board approves unanimously to propose that the Shareholders set the annual Budget for the Audit Committee at Ps. 1,200,000. Finally, the President submits the fourth and last point of the agenda to the consideration of those present: 4) Proposal to amend Article Sixteen of the Company's Bylaws. Mr. Quirós again asks to speak and states that, taking into account the exceptional circumstances that were experienced worldwide during the year 2020 as a result of the spread of COVID 19, which led the National Executive Branch to issue Decree No. 297/20 (and its successive extensions) which initially ordered preventive and mandatory social isolation (ASPO) and later social distancing (DISPO), which was also extended in time, as well as the issuance by the Argentine Securities Commission of Resolution No. 830/20 that allowed companies to hold remote board meetings, and given that the situation caused by Covid 19 is still current and uncertain, Mr. Quirós motions to amend Article Sixteen-which allowed remote board meetings-but providing that both directors who are physically present and those who participate remotely be counted for purposes of quorum, according to the following language: "ARTICLE SIXTEEN: The Board of Directors functions with the majority of its members (full members or alternate members acting in place of the full members) and adopts its decisions with the favourable vote of the absolute majority of all directors (full members or alternate members acting in place of the full members). The Board may also function with its members communicated with each other using a means to broadcast simultaneously sound, images and words. In the event of remote participation of any members (i) the minutes of the meeting will be written within five (5) days of the meeting, within which term they shall also be executed by those members who were present in person and a member of the supervisory body; (ii) the minutes will state expressly the names of those full members (or alternate members acting in place of the full members) of the Board who participate remotely, as well as the broadcast means used for the communication with members present in person; and (iii) the supervisory body will state for the record that the decisions adopted by the Board were lawful decisions, in full compliance of any applicable law and regulations of the Argentine Securities Commission." The motion is submitted to a vote and approved unanimously. Finally, Mr. Carlos Di Candia asks to speak and, in his capacity as President of the Supervisory Committee, states that Messrs. Jorge Rendo, Horacio Ezequiel Magnetto, Felipe Noble Herrera, Lorenzo Calcagno, Andrés Riportella, Horacio Eduardo Quirós and Ignacio Driollet-who voted according to applicable rules on the points of the agenda that were submitted to their consideration-have participated remotely, and also states that the decisions adopted at the meeting were all lawfully adopted. With no further items to discuss, the meeting is adjourned at 15.24 hours.