19 Apr 2022 07:00
GRUPO CLARIN S.A.
Grupo Clarín Holds Annual Ordinary and Extraordinary Shareholders' Meeting
On 18 April 2022, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that Company had held its Annual Ordinary Shareholders' Meeting. The Shareholders' Meeting was held remotely pursuant to Resolution No. 830/2020 of the Argentine Securities Commission. The Shareholders' Meeting was attended by 11 shareholders, all represented by attorneys in fact, representing 97.61% of the Company's issued and outstanding capital stock and 98.84% of the votes. At the meeting, the shareholders decided as follows:
Points to be considered prior to the Agenda:
a) "Authorization of shareholder to participate with voice and vote": The shareholders unanimously resolved, -taking into account all computable votes, with 11,053,593 abstentions-, to authorize one shareholder to participate of the meeting with voice and vote.
b) "Holding of Shareholders' Meeting Remotely": The shareholders unanimously resolved, -taking into account all computable votes, with 1,444,228 abstentions-, to hold the Shareholders' meeting remotely.
1) "Appointment of two (2) shareholders to sign the meeting minutes."
The shareholders unanimously resolved that the meeting minutes be signed by the representative of the shareholder GC Dominio S.A. and the representative of the shareholder ELHN Grupo Clarín New York Trust
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."
The shareholders unanimously approved the accounting documents provided under Section 234, subsection 1 of the General Companies Law corresponding to economic year No. 23 ended 31 December 2021.
3) "Consideration of the performance of the members of the Board of Directors."
The shareholders unanimously approved the performance of all members of the Board of Directors who were in office during the fiscal year ended on 31 December 2021 and up to the date of the shareholders' meeting.
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."
The shareholders unanimously approved an aggregate amount of Ps. 59,122,565 as fees to the Board of Directors for the fiscal year ended on 31 December 2021.
5) "Authorisation to the Board of Directors to pay advances on compensation for economic year 2022 to directors that 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."
By majority vote (207,525,114 affirmative votes and 9,609,365 negative votes), the shareholders authorised the Board of Directors to pay advances on fees for fiscal year 2022 to directors that perform technical administrative functions and/or special commissions and/or independent directors within the framework of the General Companies Law, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the Members of the Board of Directors, for up to Ps. 60,000,000.
6) "Consideration of the performance of members of the Supervisory Committee."
The shareholders unanimously approved the performance of all members of the Supervisory Committee during the fiscal year ended on 31 December 2021 and up to the date of the shareholders' meeting.
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."
The shareholders unanimously approved (with 9,687,231 abstentions) the payment of Ps. 3,043,800 as fees to the members of the Supervisory Committee for the economic year ended on 31 December 2021 and to authorise the Board of Directors to pay advanced fees to the members of the Supervisory Committee for fiscal year 2022, subject to the decision of the shareholders at the next shareholders' meeting that shall consider compensation of the members of the Supervisory Committee, up to an aggregate amount of Ps. 6,000,000.
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)"
The shareholders unanimously resolved to 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."
By the unanimous vote of the Class "A" shares, the Class "A" shareholders appointed Messrs. Jorge Carlos Rendo, Héctor Mario Aranda, Felipe Noble Herrera, Horacio Ezequiel Magnetto, Francisco Pagliaro and Mrs. Alma Rocío Aranda as Directors for the "Class A" shares and Messrs. Francisco Iván Acevedo, Martín Gonzalo Etchevers, Eugenio Eduardo Sosa Mendoza, Marcelo Fernando Boncagni, Alberto Pedro Marina and Mrs. Patricia Miriam Colugio as Alternate Directors for the "Class A" shares. All of the directors appointed by the Class "A" shares are non-independent.
By majority vote of the Class "B" shares (55,646,864 affirmative votes, 1,321,192 negative votes and 9,687,231 abstentions), the Class "B" shareholders elected Messrs. Alberto César Menzani and Andrés Riportella as Directors for the "Class B" shares and Messrs. Carlos Rebay and Luis Germán Fernández as Alternate Directors for the Class "B" shares. All of the directors appointed by the Class "B" shares are independent.
By the unanimous vote of the Class "C" shares, the Class "C" shareholders reelected Messrs. Horacio Eduardo Quirós and Ignacio Rolando Driollet as Directors for the "Class C" shares and Messrs. Lucas Puentes Solari and Alfredo Enrique Kahrs as Alternate Directors for the Class "C" shares. All of the directors appointed by the Class "C" shares are non-independent.
10) "Appointment of the members and alternate members of the Supervisory Committee."
By the unanimous vote of the Class "A" shares, the Class "A" shareholders appointed Mr. Hugo Ernesto López and Mr. Jorge Jaime José de la María Martínez de Hoz, respectively, as syndic and alternate syndic for the "Class A" shares. Messrs. López and Martínez de Hoz qualify as independent under the Rules of the Argentine Securities Commission.
By majority vote of the Class "A" and Class "B" shares, voting as a single Class (85,194,739 affirmative votes, 9,609,365 negative votes and 77,866 abstentions), the Class "A" and Class "B" shareholders appointed Messrs. Carlos Alberto Pedro Di Candia and Mr. Miguel Angel Mazzei, respectively, as syndic and alternate syndic. Messrs. Di Candia and Mazzei qualify as independent pursuant to the Rules of the Argentine Securities Commission.
By the unanimous vote of the Class "C" shares, the Class "C" shareholders appointed Mrs. Adriana Estela Piano as syndic and Ms. Silvia Andrea Tedín as alternate syndic for the Class "C" shares. Mrs. Piano and Mrs. Tedín qualify as independent pursuant to the Rules of the Argentine Securities Commission.
11) "Approval of the annual budget of the Audit Committee."
The shareholders unanimously resolved to set at Ps. 1,500,000 as the annual budget for the functioning of the Audit Committee.
12) "Consideration of the fees of the External Auditor for the economic year ended 31 December 2021."
By majority vote (207,447,248 affirmative votes, 9,609,365 negative votes and 77,866 abstentions) the shareholders approved the sum of Ps. 8,430,000 as auditor's fees for tasks developed during the fiscal year ended on 31 December 2021.
13) "Appointment of the Company's External Auditor."
The shareholders unanimously approved the appointment as auditing firm of PRICE WATERHOUSE & CO. and Mr. Reinaldo Sergio Cravero as head certifying accountant and Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono as alternate certifying accountants, all of them members of Price Waterhouse & Co
Enquiries:
In Buenos Aires:
Samantha Olivieri
Grupo Clarín
Tel: +5411 4309 7104
Email: investors@grupoclarin.com
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com