11 Mar 2022 08:39
GRUPO CLARIN S.A.
Grupo Clarín Calls Annual Shareholders' Meeting
On 10 March 2022, 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 18 April 2022 at 15.00 on first call and 28 April 2022 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. 23, ended 31 December 2021; 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 economic year ended 31 December 2021 of Ps. 59,122,565 (aggregate compensation), exceeding by Ps. 2,934,724 the cap of FIVE PER CENT (5%) of computable net income provided under Article 261 of Law No. 19.550 and its regulations, in the case of a proposal not to distribute dividends; 5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2022 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 2021. Authorisation to the Board of Directors to pay advances on compensation for economic year 2022, 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 2021, which amounted to Ps. 1,039,043,335. The Board of Directors proposes [that the Company] allocate all retained earnings as of 31 December 2021 to replenish the Legal Reserve pursuant to CNV Rules (Art. 5º, Chapter III, Section II, Title IV); 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 2021; 13) Appointment of the Company's External Auditor.
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 2022 of the firm Price Waterhouse & Co. S.R.L (PWC), with Mr. Reinaldo Sergio Cravero acting as certifying accountant and Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono 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. 1,500,000 for the fiscal year ended 31 December 2022. At the meeting the Board also considered the Company's Integrated Annual Report, which included as a separate Exhibit the Company's Corporate Governance Report, Financial Statements and other information corresponding to the fiscal year ended 31 December 2021 and took note of the Audit Committee's action plan for 2022 and annual report for fiscal year 2021.
Attached below as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors held on 10 March 2022.
Enquiries:
In Buenos Aires:
Samantha Olivieri
Grupo Clarín
Tel: +5411 4309 7104
Email: investors@grupoclarin.com
In London:
Alex Money/Clare Gallagher
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Camilla Ferreira / Marcella Ewerton
Fig Corporate Communications
Tel: +1 917 691 4047
Email: fig@fig.ooo
Exhibit A
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 501: In the City of Buenos Aires, on the 10th day of the month of March 20212, at 18.00 hours, pursuant to the provisions of Article Sixteen of the Bylaws, the Board of Directors of Grupo Clarín S.A. the directors Messrs. Jorge Carlos Rendo, Héctor Mario Aranda, Ignacio Rolando Driollet, Horacio Eduardo Quirós and Felipe Noble Herrera meet participating in person and Ms. Alma Rocío Aranda and Messrs. Francisco Pagliaro, Horacio Ezequiel Magnetto, Andrés Riportella, and Lorenzo Calcagno using the video-teleconference system Microsoft Teams. Pursuant to the dispositions of Decree N° 297/20, its extensions and complementary regulations, the members of the Supervisory Committee, Ms. Adriana E. Piano and Messrs. Mr. Hugo Lopez, Mr. Carlos A. P. Di Candia also participate by video-teleconference. The Directors that participate by video-teleconference do so, some from the City of Buenos Aires and some from the Province of Buenos Aires, while Ms. Alma Rocío Aranda participates connected from Sherborne, United Kingdom. Having sufficient quorum, the President of the Company, Dr. Jorge C. Rendo, opens the meeting and submits the first point of the agenda to the consideration of those present: 1) Consideration of the Annual Report ("Integrated Annual Report"), which includes as a separate Exhibit, the Corporate Governance Report, Financial Statements and other information corresponding to the fiscal year ended 31 Decemeber 2021. Mr. Rendo speaks and submits to the consideration of those present the Annual Report (together with its Exhibit updated "Corporate Governance Report"), the Company's financial statements (which include the Comprehensive Statement of Income, Financial Statement, Statement of Changes in Shareholders' Equity, Statement of Cash Flows and Notes, parent company only and consolidated) corresponding to the fiscal year ended 31 December 2021, prepared according to the effective regulations on the subject and Technical Resolutions No. 26 and No. 29 of the Argentine Federation of Professional Councils in Economic Sciences, as well as the report prepared pursuant to the rules of the Argentine Securities Commission ("CNV"). In addition, he submits to the consideration of the Directors the information in addition to the Notes to the financial statements required by the CNV and by the Listing Rules of Bolsas y Mercados Argentinos ("BYMA") prepared by the Board of Directors. The financial statements that are submitted to the consideration of the Board were prepared by the Company's Management, applying the International Financial Reporting Standards ("IFRS") and in particular, the accounting policies described under Note 2 to the consolidated and the parent only financial statements of the Company. As of 31 December 2021, certain current investments were valued at reasonable value, with the criteria detailed under Note 2.21 of the consolidated financial statements. Taking into account that the documents were delivered to the Directors and Members of the Supervisory Commission prior to the holding of the meeting for their analysis, the President motions specifically that this Board approve the said financial statements as of 31 December 2021, the additional information provided under the Listing Rules of BYMA and rules of the CNV and the Annual Report ("Integrated Annual Report") and its separate Exhibit "Corporate Governance Report" so that they may be filed with the Buenos Aires Stock Exchange and the CNV. The motion is submitted to a vote and is approved unanimously. The transcription of the Annual Report ("Integrated Annual Report") and its separate Exhibit "Corporate Governance Report" [as part of these meeting minutes] are omitted given that they will be transcribed onto the Book of Inventory and Balance Sheets of the Company. Next, the President, Dr. Jorge Rendo submits to the consideration of those present the second point of the agenda: 2) Acknowledgment of the Action Plan of the Audit Committee for fiscal year 2022 and of the Audit Committee's Report for fiscal year 2021. The President continues to speak and states that the Audit Committee sent to the Board of Directors, pursuant to applicable law, the Action Plan for fiscal year 2022 as well as its Annual Report relating to the handling [by the Audit Committee] during the fiscal year ended 31 December 2021, of the issues under [such committee's] responsibility as set forth under article 110 of Law No. 26,831 and in the relevant Rules of the CNV, so that they may be duly filed with the Buenos Aires Stock Exchange and the CNV. Therefore, the President motions that the Board of Directors acknowledge the Action Plan of the Audit Committee for fiscal year 2022 as well as its Annual Report corresponding to the fiscal year ended 31 December 2022. The motion is submitted to a vote, approved unanimously, so that [the Board of Directors] takes note of the content of the Annual Action Plan and the Annual Report of such committee unanimously. Next, the President submits to the consideration of the Board the third point of the agenda: 3) Calling of a General Annual Ordinary Shareholders' Meeting. Director Mr. Héctor Aranda asks to speak and expresses that, as a result of the above resolutions and 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 18 April 2022 at 15.00 on first call and 28 April 2022 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. 23, ended 31 December 2021; 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 economic year ended 31 December 2021 of Ps. 59,122,565 (aggregate compensation), exceeding by Ps. 2,934,724 the cap of FIVE PER CENT (5%) of revenues provided under Article 261 of Law No. 19.550 and its regulations, in the case of a proposal not to distribute dividends; 5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2022 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 2021. Authorisation to the Board of Directors to pay advances on compensation for economic year 2022, 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 2021, which were of Ps. 1,039,043,335. The Board of Directors proposes [that the Company] allocate all retained earnings as of 31 December 2021 to replenish the Legal Reserve pursuant to CNV Rules (Art. 5º, Chapter III, Section II, Title IV); 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 2021; 13) Appointment of the Company's External Auditor. Note: If as of the date set for the Shareholders' Meeting due to legal obligations or the imposition of new sanitary restrictions the meeting must be held remotely, it will be held 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 Asamblea@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 fourth point of the agenda to the consideration of those present: 4) 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 2022, with Mr. Reinaldo Sergio Cravero as certifying accountant and Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono 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 fifth and last point of the agenda to the consideration of those present: 5) Budget Proposal for the Audit Committee for Fiscal Year No. 24, ending on 31 December 2022. Mr. Driollet 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. 1,500,000, 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 2022, the Board approves unanimously to propose that the Shareholders set the annual Budget for the Audit Committee at Ps. 1,500,000. Prior to ending the meeting, the President asks Mr. Carlos A. P. Di Candia to speak and, in his capacity as President of the Supervisory Committee, Mr. Di Candia states that Ms. Alma Rocío Aranda and Messrs. Francisco Pagliaro, Horacio Ezequiel Magnetto, Andrés Riportella, and Lorenzo Calcagno participated remotely and voted according to applicable rules on the points of the agenda that were submitted to their consideration pursuant to article sixteen of the Company's Bylaws. With no further items to discuss, the meeting is adjourned at 19.00 hours.