24 Apr 2013 07:50
GRUPO CLARIN S.A.
Grupo Clarín receives letters from shareholder
On 19 April 2013, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had received two letters from its shareholder, the National Social Security Administration ("ANSES") in connection with the Shareholders' Meeting called for 25 April 2013.
In its first letter, the ANSES requested-in preparation for the meeting-copy of the minutes of the Board of Directors that convened the shareholders' meeting; copy of the minutes of the Annual Ordinary Shareholders' Meeting held the previous year; copy of the Company's financial statements and related information; information relating to each member of the Board of Directors and the Supervisory Committee and their respective performances in 2012; compensation paid to members of the Board of Directors and Supervisory Committee in the preceding years; information relating to the proposal of the Board in connection with the allocation of earnings and distribution of dividends; information about the existence of a proposal by the controlling shareholder for the election of the Board of Directors and the Supervisory Committee for the upcoming year; the approved budget for the Audit Committee for fiscal year 2013 and actual budget used during previous years; information on the proposed external auditor for the Company; investment plan for fiscal year 2013; a copy of the Company's bylaws as currently in effect and detailed list of the current shareholders.
In its second letter the ANSES informed the Company that in the election of the members of the Board of Directors and the Supervisory Committee for 2013, it would exercise its right to cumulative voting pursuant to Sections 263 and 289 of Law No. 19.550.
Attached is a free translation of the Company's response to the first letter, filed with the Argentine Securities Commission and the Buenos Aires Stock Exchange on 22 April 2013. The Company will respond to the second letter in due course.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money/Clare Gallagher
Temple Bar Advisory
Tel: +44 20 7002 1080
Email: clarin@templebaradvisory.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
FREE TRANSLATION
Buenos Aires, 22 April 2013
To the Shareholder of
Grupo Clarín S.A.
National Social Security Administration (ANSES)
By hand
Attn: Lic. Cristial Girard
Dear Sir,
In my capacity as Market Relations Representative of Grupo Clarín S.A. (hereinafter, indistinctly, the Company or Grupo Clarín) I hereby respond to your request for information sent by letter and received at the headquarters of the Company on 18 April 2013.
Pursuant to the Business Associations Law, we respond to your queries as follows:
1) Executed copy of the Minutes of the Meeting of the Board of Directors that calls for the General Ordinary Shareholders' Meeting: said minutes, with the corresponding identification of the signatories was made available to all shareholders of the Company on the Financial Information Highway (Autopista de Información Financiera, or "AIF") on 21 March 2013 under ID No. 4-189031-D.
2) Executed copy of the Minutes of the 2012 Annual Ordinary Shareholders' Meeting: said minutes with the corresponding identification of the signatories was made available to all the shareholders of the Company on the AIF on 7 May 2012 under ID No. 4-171156-D.
3) 3.1.) Documents provided under Section 234, subsection 1º of Law No. 19,550 corresponding to Fiscal Year No. 14 ended 31 December 2012: said documents are available to shareholders both on the AIF (ID No. 4-187933-D date: 11 March 2013) and on the Company's website (www.grupoclarin.com.ar). Notwithstanding the above, we hereby make available to you an executed copy of such documents at the Company's headquarters located at Calle Piedras 1743, City of Buenos Aires.
3.2.) Consideration of the performance of the members of the Board of Directors. We hereby inform you that we have not yet received any proposals in this respect from any shareholder.
3.3.) Consideration of the compensation of the members of the Board of Directors. As set forth on the respective minutes of the shareholders' meetings held in 2011 and 2012, available to shareholders on the AIF ID No. 4-152489-D and 4-171156-D, respectively, the compensation paid to Directors was the following:
Shareholders' Meeting held on 28 April 2011 - Fiscal Year ended 31 December 2010: Directors who carried out technical-administrative tasks on a permanent basis pursuant to Section 261 of the Business Associations Law: Pesos five million thirty five thousand sixty nine (Ps. 5,035,069) (gross compensation collected on all accounts). Independent Directors: Pesos seven hundred fifty thousand (Ps. 750,000), all as duly reported to the [Argentine Securities Commission] CNV pursuant to applicable law.
We hereby state that the members of the Audit Committee do not collect any compensation for the tasks they perform as members of said body.
Shareholders' Meeting held on 26 April 2012 - Fiscal Year ended 31 December 2011: Directors who carried out technical-administrative tasks on a permanent basis pursuant to Section 261 of the Business Associations Law: Pesos six million three hundred sixty one thousand three hundred fourteen and forty eight cents (Ps. 6,361,314.48) (gross compensation collected on all accounts). Independent Directors: nine hundred twenty thousand (Ps. 920,000), all as duly reported to the CNV pursuant to applicable law.
We hereby state that the members of the Audit Committee do not collect any compensation for the tasks they perform as members of said body.
Fiscal Year ended 31 December 2012: As duly communicated to the CNV ID No. 4-190007-D, the aggregate amount calculated as "final amount proposed to the shareholders" on the table of allocations to the Directors for Pesos nine million nine hundred fifty eight thousand nine hundred thirty (Ps. 9,958,930) only includes all liquid compensation paid during fiscal year 2012, plus the compensation allocated to Directors who do not collect salaries from the Company.
We hereby state that the members of the Audit Committee do not collect any compensation for the tasks they perform as members of said body.
With respect to the question in connection with the advances for fiscal year 2013, we inform that the Directors who are under an employment relationship have received salaries, in aggregate, until 31 March 2013, of Pesos one million one hundred twenty one thousand three hundred forty one (Ps. 1,121,341), while directors who are not under an employment relationship have been compensated as of 31 March 2013, in aggregate, Pesos two hundred seventy thousand (Ps. 270,000), all subject to what the Shareholders may finally decide at the Shareholders' Meeting that considers Board of Directors compensation for fiscal year 2013.
3.4.) Consideration of the performance of the members of the Supervisory Committee: We hereby inform you that we have not yet received any proposals in this respect from any shareholder.
3.5.) Consideration of the compensation of the members of the Supervisory Committee. As set forth in the respective minutes of the shareholders' meetings held in 2011 and 2012, available to the Shareholders on AIF ID No. 4-152489-D and ID No. 4-171156-D, respectively, compensation paid to the Supervisory Committee was the following:
Shareholders' Meeting held on 28 April 2011 - Fiscal Year ended 31 December 2010: Pesos sixty five thoursand (Ps. 65,000) each.
Shareholders' Meeting held on 26 April 2012 - Fiscal Year ended 31 December 2011: Pesos eighty thousand (Ps. 80,000) each.
Fiscal Year ended 31 December 2012: We hereby state that we have not yet received any proposals in this respect from any shareholders.
3.6.) Allocation of the Results - Distribution of Dividends and/or creation of Reserves. The proposal of the Board of Directors regarding Accumulated Results corresponding to fiscal year ended 31 December 2012 has been stated, pursuant to applicable law, in the Annual Report attached to the financial statements for the year ended 31 December 2012. Said financial statements, as set forth under point 3.1) above, are available to shareholders on the AIF ID No. 4-187933-D.
3.7.) Appointment of members and alternate members of the Board of Directors. The Company has not received, to date, any proposal from any shareholder, regarding the appointment of directors or alternate directors.
3.8.) Appointment of members and alternate members of the Supervisory Committee. The Company has not received, to date, any proposal from any shareholder, regarding the appointment of members and alternate members of the Supervisory Committee.
3.9.) Approval of the Annual Budget for the Audit Committee. We hereby inform that the amounts for the budget of the Audit Committee that were duly approved at the shareholders' meetings held in 2011 and 2012 (ID No. 4-152489-D and ID No. 4-171156-D, respectively) were fully executed.
The amount of the annual budget presented by the Audit Committee for 2013 is of Pesos four hundred fifty thousand (Ps. 450,000).
3.10.) Appointment of External Auditor. As set forth on AIF ID No. 4-19008-D, Mr. Carlos Alberto Pace was proposed as Auditor and Mr. Carlos Martín Barbafina was proposed as alternate auditor, who will replace the Auditor in case of absence. Both are partners of PRICE WATERHOUSE & CO. S.R.L.
4) Given the particular nature of the Company, whose corporate purpose is investment, its investment plan is referred to assistance to its subsidiaries or participation in new businesses. The Board of Directors proposed the creation of a Voluntary Reserve to provide financial assistance to subsidiaries and in connection with the media law, in order to face possible consequences of the uncertainties mentioned in the Annual Report and the financial commitments undertaken by the Company, which cause us to anticipate an uncertain scenario for the Company and its main subsidiaries.
5) The latest version of the restated bylaws is available to all shareholders on AIF ID No. 4-85482-D. Notwithstanding the above, a copy is available to you at the headquarters of the Company together with the documents provided under Section 234, subsection 1º of Business Associations Law corresponding to 31 December 2012.
6) As set forth in the Financial Statements for the year ended 31 December 2012, the equity capital of the Company is of Ps. 287,418,584 represented by 75,980,304 Class "A" shares of Ps.1, each entitled to five votes; 186,241,411 Class "B" shares of Ps. 1, each entitled to one vote; and 25,156,869 Class "C" shares, of Ps. 1, each entitled to one vote. The Company keeps the record of the Class "A" shares and the Class "C" shares. According to that record, as of the date hereof, GC Dominio S.A. holds all Class "A" shares and GS Unidos, LLC holds all Class "C" shares. Caja de Valores S.A. keeps the record of the Class "B" shares.
Sincerely,
/s/ Alfredo Marín.