8 Apr 2019 14:40
GRUPO CLARIN S.A.
Grupo Clarín Publishes List of Errata
On 5 April 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, having noted an arithmetical error in point 4 of the Agenda of the Annual Ordinary Shareholders' Meeting of 30 April 2019, had approved the publication of a list of errata correcting the mistake. The mistake in point 4 of the Agenda arises because the Ps. 17,155,000 allocated under such point includes only Directors' fees and not all compensations reflected in the Directors' Compensation Chart, of Ps. 35,403,930, published for the information of the shareholders in the "Autopista de Información Financiera" ("AIF") of the Argentine Securities Commission on 1 April 2019 (ID 4-2455929-D). The approved list of errata clarifies that the final amount of the compensations to be considered at the Shareholders' Meeting shall be Ps. 35,403,930.
The Board of Directors also approved the language of the List of Errata, which reads as follows: "Grupo Clarín S.A., Calling of Annual Ordinary Shareholders' Meeting. Notice published from 27/03/19 to 03/04/19 t.l. 19500/19: List of Errata: We hereby clarify to the Shareholders of Grupo Clarín S.A. that in the fourth point of the Agenda, where it says "(amount allocated Ps. 17,155,000)" it should say "(amount allocated Ps. 35,403,930)", as reflected in the Directors' Compensation Chart published on the AIF on 1 April 2019". The List of Errata shall be published in the Official Gazette, Diario Clarín, the AIF and the Daily Bulletin of the Buenos Aires Stock Exchange.
Attached below as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors held on 5 April 2019.
Enquiries:
In Buenos Aires:
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. 444: In the City of Buenos Aires, on the 5th day of the month of April 2019, at 15.30 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 following point of the agenda to the consideration of those present: Consideration of the publication of a list of errata in connection with the Fourth Point of the Agenda of the Annual Ordinary Shareholders Meeting called for 30 April 2019. The President speaks and states that, as is known by the members of the Board, on 25 March 2019 the Board called the Shareholders to the Annual Ordinary Shareholders' Meeting to be held on first call on 30 April 2019 at 15 hours. Also, pursuant to applicable law, it proceeded to publish said call in the Official Gazette and in Diario Clarín. On 1 April 2019 [the Board] published on the "Autopista de Información Financiera" ("AIF") the Directors' Compensation Chart under the item "Aggregate Directors' Compensation", ID 4-2455929-D, which includes under the item "Final amount proposed to the shareholders", the sum of Ps. 35,403,930, which includes Ps. 17,155,000 of Directors' Fees and the sum of Ps. 18,249,930 for technical administrative functions. Given that the Board has noted a material arithmetical mistake under the fourth point of the Agenda of the Shareholders' meeting that was called, because the allocated amount of Ps. 17,155,000 comprises only Directors' fees and not the total compensation as reflected in the Directors' Compensation Chart, which was published as a Relevant Fact for the knowledge of the Shareholders, the President proposes, and so motions, that the Company publish, in the Official Gazette, on the AIF and in the Daily Bulletin of the Buenos Aires Stock Exchange, a list of errata that will clarify that the total amount of the compensation to be considered by the Shareholders at the Annual, Ordinary Shareholders' Meeting on 30 April 2019 shall be Ps. 35,403,930, as reflected in the Directors' Compensation Chart. The motion is submitted to a vote and approved unanimously. The Board also approved unanimously (i) the following language for the List of Errata: "Grupo Clarín S.A., Calling of Annual Ordinary Shareholders' Meeting. Notice published from 27/03/19 to 03/04/19 t.l. 19500/19: List of Errata: We hereby clarify to the Shareholders of Grupo Clarín S.A. that in the fourth point of the Agenda, where it says "(amount allocated Ps. 17,155,000)" it should say "(amount allocated Ps. 35,403,930)", as reflected in the Directors' Compensation Chart published on the AIF on 1 April 2019", and (ii) to authorise the President to publish the List of Errata approved above, in the Official Gazette, Diario Clarín, on the AIF and in the Daily Bulletin of the Buenos Aires Stock Exchange. With no further items to discuss, the meeting is adjourned at 16.30 hours.
Signatories:
Directors: Jorge Carlos Rendo, Héctor Mario Aranda, Lorenzo Calcagno, Alberto César José Menzani, Francisco Pagliaro, Horacio Ezequiel Magnetto, Maria Florencia Pagliaro and Ignacio Rolando Driollet
Members of the Supervisory Committee: Carlos Alberto Pedro Di Candia and Hugo Ernesto López.