22 Mar 2018 07:00
GRUPO CLARIN S.A.
Grupo Clarín Calls Annual Shareholders' Meeting
On 21 March 2018, 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 20 March 2018, at which they resolved to call the Company's Annual Ordinary Shareholders' Meeting for 19 April 2018 at 15.00 on first call and 27 April 2018 at 15.00 on second call, at the Company's headquarters located on Calle Piedras 1743, City of Buenos Aires.
At the meeting, the Board of Directors of the Company also proposed a budget of Ps. 850,000 for the Company's Audit Committee in 2018 and recommended the appointment of Carlos Alberto Pace and Alejandro Javier Rose, both members of Price Waterhouse & Co. S.R.L (PWC) as external auditor and alternate external auditor of the Company for the fiscal year ended 31 December 2018.
Attached below as Exhibits A and B are free translations of the minutes of the meeting of the Board of Directors held on 20 March 2018 and of the notice published by the Company to call the Annual Ordinary Shareholders' Meeting, respectively.
Enquiries:
In Buenos Aires:
Agustín Medina Manson / Patricio Gentile
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. 407: In the City of Buenos Aires, on the 20th day of the month of March 2018, at 20.00 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 the undersigned members of the Board of Directors and members of the Supervisory Committee. The Vice President and acting President of the Company, Mr. Héctor Mario Aranda, 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. Mr. Héctor M. Aranda 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 19 April 2018 at 15.00 on first call and 27 April 2018 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 fiscal year No. 19, ended 31 December 2017; 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 fiscal year ended 31 December 2017. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2018, 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 fiscal year ended 31 December 2017. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2018, 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 2017, which are of Ps. 851,733,740. The Board of Directors proposes the following allocation: i) Increase of the existing discretionary reserve for future dividends by Ps. 200,000,000, and ii) increase of the reserve to guarantee the liquidity of the Company and its subsidiaries by Ps. 150,000,000, and iii) increase the reserve of illiquid earnings by Ps. 501,733,740; 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 fiscal year ended 31 December 2017; and 12) 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. Next, the Vice 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 continues 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 Chairman expresses the convenience of this Board proposing to the shareholders at the next General Annual Ordinary Shareholders' Meeting the appointment of the certified public accountants Carlos Alberto Pace and Alejandro Javier Rosa, both members of the firm Price Waterhouse & Co S.R.L. (PWC), PWC, as External Auditor and alternate External Auditor, respectively. 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 Vice 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. 20, ending on 31 December 2018. Mr. Héctor M. Aranda 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 such Committee's proposal in connection with its annual budget to fulfil its purpose, which budget is estimated at Ps. 850,000. 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 2018, and the increase in prices estimated for fiscal year 2018, the Board approves unanimously to propose that the Shareholders set the annual Budget for the Audit Committee at Ps. 850,000. With no further items to discuss, the meeting is adjourned at 21.00 hours.
Directors executing the minutes: Héctor Mario Aranda, Ignacio Rolando Driollet, Francisco Iván Acevedo, Horacio Eduardo Quirós, Antonio Román Aranda, Martin Gonzalo Etchevers, Lorenzo Calcagno, Alberto César José Menzani, Gonzalo Blaquier y Sebastián Salaber.
Members of the Supervisory Committee executing the minutes: Carlos Alberto Pedro Di Candia, Hugo Ernesto López y Pablo G. San Martín.
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 19 April 2018 at 15.00 on first call and 27 April 2018 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 fiscal year No. 19, ended 31 December 2017;
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 fiscal year ended 31 December 2017. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2018, 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 fiscal year ended 31 December 2017. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2018, 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 2017, which are of Ps. 851,733,740. The Board of Directors proposes the following allocation: i) Increase of the existing discretionary reserve for future dividends by Ps. 200,000,000, and ii) increase of the reserve to guarantee the liquidity of the Company and its subsidiaries by Ps. 150,000,000, and iii) increase the reserve of illiquid earnings by Ps. 501,733,740;
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 fiscal year ended 31 December 2017; and
12) Appointment of the Company's External Auditor.
Jorge Carlos Rendo
Chairman, appointed by the Shareholders and the Board of Directors on 27 April 2017 and 28 April 2017, respectively
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 13 April 2018 between 11.00 and 17.00 hours at Calle Tacuarí 1846, Autonomous City of Buenos Aires.