2 May 2017 07:24
GRUPO CLARIN S.A.
Grupo Clarín Holds Annual Ordinary Shareholders' Meeting
On 28 April 2017, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 27 April 2017 the Company had held its Annual Ordinary Shareholders' Meeting, with a quorum of 98,59% of the Company's issued and outstanding capital stock and 99.31% of the votes, at which the shareholders had decided as follows:
1) Appointment of two shareholders to draft and sign the meeting minutes.
By majority vote, the shareholders decided that the meeting minutes be drafted and signed by the representatives of the shareholders Aranlú S.A. and GC Dominio S.A. The Company registered 561,411,726 affirmative votes and 25,866,395 abstentions.
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. 18, ended 31 December 2016.
By majority vote, the shareholders approved the accounting documents provided under Section 234, subsection 1 of Law No. 19,550 corresponding to the fiscal year ended 31 December 2016. The Company registered 586,999,581 affirmative votes and 278,540 abstentions.
3) Consideration of the performance of the members of the Board of Directors.
By majority vote, the shareholders approved the performance of the members of the Board of Directors. The Company registered 561,411,726 affirmative votes and 25,866,395 abstentions.
4) Consideration of the compensation of the members of the Board of Directors for the fiscal year ended 31 December 2016. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2017, 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.
By majority vote, the shareholders approved the Ps. 35,090,861 compensation (this amount includes the salaries of the Directors who are employees of the Company) for the members of the Board and authorised the payment of advances on compensation for fiscal year 2017, subject to the decision of the shareholders at the next Shareholders' Meeting. The Company registered 584,453,643 affirmative votes, 430,670 negative votes and 2,393,808 abstentions.
5) Consideration of the performance of members of the Supervisory Committee.
By majority vote, the shareholders approved the performance of the members of the Supervisory Committee. The Company registered 561,411,726 affirmative votes and 25,866,395 abstentions.
6) Consideration of the compensation of the members of the Supervisory Committee for the fiscal year ended 31 December 2016. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2017, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.
By majority vote, the shareholders approved compensation Ps. 550,00 for each member of the Supervisory Commission. The Board of Directors was authorised to pay advances on fees for fiscal year 2017, subject to the decision of the shareholders at the next shareholders' meeting. The Company registered 584,453,643 affirmative votes, 430,670 negative votes and 2,393,808 abstentions.
7) Consideration of the application of the Company's Retained Earnings as of 31 December 2016, which are of Ps. 2,530,041,832. Distribution of Dividends. Integration and creation of reserves. The Board of Directors proposes the following allocation: a) Payment of dividends in the amount of Ps. 480,000,000 payable within 30 days of their approval by the shareholders; b) Increase of the existing discretionary reserve for future dividends by Ps. 1,000,000,000, and c) creation of a discretionary reserve to guarantee the liquidity of the Company and its subsidiaries, of Ps. 1,050,041,832.
The shareholders approved unanimously to allocate the results of the fiscal year, which were of Ps. 2,530,041,832 according to the following detail: i) Ps. 480,000,000 to the Distribution of Dividends, payable within thirty days of the Shareholders' Meeting, (ii) Ps. 1,000,000,000 to the Optional Reserve for Future Dividends, and (iii) the balance, i.e. Ps. 1,050,041,832 to the creation of a discretionary reserve to guarantee the liquidity of the Company and its subsidiaries.
8) Appointment of the members and alternate members of the Board of Directors.
The shareholders' meeting held its session as special shareholders' meeting of the common Class A, Class B and Class C shares, respectively and in that order. Unanimously, Messrs. Jorge Carlos Rendo, Héctor Mario Aranda, Pablo César Casey, Horacio Eduardo Quirós, Martín Gonzalo Etchevers and Ignacio Rolando Driollet were appointed as Directors for the "Class A" shares and Messrs. Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo, Antonio Aranda and Marcelo Alejandro Trivarelli were appointed as Alternate Directors for the "Class A" shares. It was stated for the record that all of the Directors proposed by the Class A shares are non-independent. Immediately after that, a special meeting of the Class B shareholders took place, at which the shareholders approved, by majority vote (with 150,181,987 affirmative votes, 3,561,382 negative votes and 28,476,363 abstentions) the appointment of Messrs. Lorenzo Calcagno and Alberto César Menzani as Directors for the "Class B" shares and Messrs. Carlos Rebay and Luis Germán Fernández as Alternate Directors for the "Class B" shares and it was stated for the record that all of the Directors proposed by the Class B shares are independent. After that, a special meeting of the Class C shareholders took place, at which the shareholders approved unanimously to appoint Messrs. Gonzalo Blaquier and Sebastián Salaber as Directors for the "Class C" shares and Messrs. Gervasio Colombres and Francisco Saravia as Alternate Directors for the "Class C" shares and it was stated for the record that all of the Directors proposed are independent.
9) Appointment of the members and alternate members of the Supervisory Committee.
The shareholders' meeting again held its session as special shareholders' meeting of the common Class A shares, the Class A and Class B shares (acting as a single class), and Class C shares. As special shareholders' meeting of the Class A shares, the shareholders approved unanimously the appointment of Mr. Hugo Ernesto López as syndic for the "Class A" shares and Mr. Raúl Antonio Morán as alternate syndic for that Class and it was stated for the record that both qualify as independent. Following that, a special shareholders' meeting of Class A and Class B shares acting as a single class took place pursuant to Article Twenty Second of the Bylaws to appoint the syndics corresponding to Class B, and by majority vote they appointed (with 229,052,243 affirmative votes, 26,537,825 negative votes and 2,609,968 abstentions) Mr. Carlos Alberto Pedro Di Candia as syndic and Mr. Miguel Angel Mazzei as alternate syndic appointed by the "Class A" and "Class B" shares, which voted as a single class for such purpose. It was stated for the record that Messrs. Di Candia and Mazzei qualify as independent. Following that, a special shareholders' meeting of Class C shares took place, and they unanimously approved the appointment of Mr. Pablo San Martín as syndic and Mr. Rubén Suárez as alternate syndic for the Class C shares and it was stated for the record that Messrs. San Martín and Suárez qualify as independent.
10) Approval of the annual budget of the Audit Committee.
The shareholders approved by majority vote the sum of Ps. 800,000 as the annual budget for the Audit Committee. The Company recorded 584,493,643 affirmative votes, 430,670 negative votes and 2,353,808 abstentions.
11) Consideration of the fees of the External Auditor for the fiscal year ended 31 December 2016.
The shareholders approved by majority vote the sum of Ps. 2,221,000 as fees for the External Auditor for the tasks performed during the fiscal year ended on 31 December 2016. The Company recorded 584,493,643 affirmative votes, 430,670 negative votes and 2,353,808 abstentions.
12) Appointment of the Company's External Auditor.
By majority vote, the shareholders approved the appointment as External Auditor of the Company for the year ended on 31 December 2017 of Mr. Carlos Alberto Pace, as head auditor and Mr. Alejandro Javier Rosa, as alternate auditor, both partners of the Firm PRICE WATERHOUSE & CO. S.R.L. The Company registered 586,242,369 affirmative votes, 430,670 negative votes and 605,082 abstentions.
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