22 Dec 2011 07:00
GRUPO CLARIN S.A.
Events of 20 December 2011
On 20 and 21 December 2011, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange, respectively, that the Board of Directors of its subsidiary Cablevisión S.A. ("Cablevisión") had held a meeting to discuss the events occurred on 20 December at the headquarters of Cablevisión.
Attached hereto is an English language version of the relevant sections of the minutes of the meeting of Cablevisión's Board of Directors.
Enquiries:
In Buenos Aires:
Alfredo Marín/
Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money/Helen Greenwood
Temple Bar Advisory
Tel: +44 20 7002 1080
Email: clarin@templebaradvisory.com
In New York:
Melanie Carpenter/Peter Majeski
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
Secretary
English Language version of the Minutes of the Meeting of the
Board of Directors of Cablevisión S.A held on 20 December 2011
Cablevisión S.A. - Minutes of the Meeting of the Board of Directors of 20 December 2011
In the City of Buenos Aires, on 20 December 2011, at 5.00 PM, the Directors who sign below meet at the headquarters of Cablevisión S.A. (the "Company") located at Calle Hornos 690, Buenos Aires, in order to hold the meeting of the Board of Directors called by the Company's President. Also present is a member of the Company's Supervisory Commission, who signs these minutes. The President opens the Meeting, declares that there is sufficient quorum and that, therefore, the Board of Directors is formally and validly in session. The President submits the first item of the Agenda to the Board's consideration: 1) Events occurred that day in connection with the order issued in re "Supercanal v. Cablevisión por Amparo". The President explains that that morning he was informed by Mr. Iván Lorenzo, the Company's General Counsel, of the presence at the Company's headquarters of National Guard (Gendarmería) personnel and of a gentleman who identified himself as a Court-Appointed Supervisor (Interventor) and who said that his name was Enrique Anzoise, appointed by a Federal Judge of the City of Mendoza with instructions to carry out a number of actions that affect the Company. Next, the President asks Mr. Lorenzo for an account of that morning's events. Mr. Lorenzo tells the Board that that morning, at approximately 10.00 AM, as he was commuting to work, he received a telephone call in which he was informed that National Guard personnel and other people were seeking access to the Company's building, alleging the existence of a court order. Mr. Lorenzo instructed Company personnel to ask the people seeking entrance to wait for 15 minutes until he arrived and was able to meet them. A few minutes later, Mr. Lorenzo received a second call, informing him that National Guard personnel and the rest of the delegation had entered the building using force and jumping over the turnstiles. Dr. Lorenzo states that upon arrival at the building located at Avenida General Hornos 690, he found an important number of National Guardsmen; a person who identified himself as Enrique Anzoise and stated that he was the court appointed supervisor; another person who, without providing any identification stated that he was Mr. Anzoise's legal counsel; Mr. Eduardo Vila, counsel to Supercanal; and three others who claimed to be IT technicians. Dr. Lorenzo immediately requested that they show him the court order pursuant to which they had entered the premises. They exhibited the court order together with a second document that they asked Dr. Lorenzo to sign. Dr. Lorenzo affixed his personal seal on the document but noted that the court order did not provide for the assistance of the public force. He also noted that the document was not a search warrant and that it did not provide either for the presence of claimant's counsel or of any IT technicians. Dr. Lorenzo states that at that point he requested Mr. Anzoise to order that the National Guard and the other people who had entered the Company's premises illegally, withdraw from the building. Disregarding Dr. Lorenzo's request, Mr. Azoise asked that the Company comply with point 2) f) of the court order, which referred to Company information. Dr. Lorenzo tells the Board that he responded that the service of notice of the court order, as practiced, was seriously irregular, that their actions were manifestly illegitimate, and that, therefore, the Company reserved the right to challenge it in court and seek its reversal. Notwithstanding the aforesaid, Mr. Anzoise was granted access to certain accounting information. Mr. Anzoise insisted that he wanted access to the Company's systems with the assistance of the IT technicians that had accompanied him. After a brief exchange, the party declared that they would make a reconnaissance round of the building floor by floor, to which Dr. Lorenzo responded by asking that they refrain from making the round, because it would constitute an abuse and would alter the normal functioning of the Company. In spite of this, Mr. Anzoise and National Guard personnel advanced towards the elevators. Again they were asked to reconsider their decision and to return to the office to review the information that they had been given. The National Guard personnel began to walk across the building floor by floor, entering with an intimidating demeanour into the offices where Company personnel was working. Before the party began its round, Supercanal's attorney was asked to leave, since his presence had not been authorized by the court. Mr. Vila refused to leave, so the Company summoned federal police officers from the 26th Precinct (Comisaría), who immediately arrived at the building. After the rounds on each floor, where Dr. Lorenzo accompanied the visiting party, they all arrived back to the lobby, where they met certain Company officials and Dr. Damián Cassino, legal counsel to the Company. Mr. Anzoise and Dr. Cassino had a conversation, in which Dr. Cassino again asked, unsuccessfully, that all the people who accompanied Mr. Anzoise identify themselves and that they give Dr. Cassino a copy of the search warrant and the judicial request for the assistance of the public force. Next, the party requested access to a machine room that houses the technical support for the services that the Company renders to its subscribers and where the Company keeps sensitive, private subscriber information. Since the door was locked, they said that they would call a locksmith and break the lock. Dr. Lorenzo then contacted the Company's criminal law counsel, Dr. Alejandro Perez Chada and briefly described the situation. Dr. Perez Chada advised that the Company immediately resort to the courts and file a claim. At that moment, since Company personnel was aware of an irregular procedure at the Company's headquarters and had become uneasy, they began to issue forth into the lobby en masse, exclaiming that the security forces leave the premises and allow them to continue to work as usual. Dr. Perez Chada arrived in the building and together with Dr. Lorenzo, they filed a criminal claim before the 26th Precinct in connection with the morning's events. One hour after the claim had been filed, they were handed a certificate that states that their claim had come under the jurisdiction of the National Criminal and Correctional Court No. 5 under Judge Norberto Oyarbide, Secretariat No. 9, under Dr. Carlos Leiva. Having heard Dr. Lorenzo's presentation, the President motions that the Board request: a) the Company's counsel to present a report to the Board within the following 72 hours, explaining the scope of the court order, whether notice had been properly served and the actions that the Company should take in that regard; b) a report by the technical and administrative areas of the Company regarding the scope of the court order and its feasibility. The Board approves the Presidents motion unanimously. Next, the President submits to the Board's consideration the second point of the agenda: 2) Acknowledgement of receipt of a communication issued by certain employees of the Company. The Vice-president of the Company states that the Board has received a communiqué issued by certain employees of the Company that literally states the following: "In face of the abusive irruption of security forces of the National Guard, who searched personal items of the Company's personnel and marched across all the floors of our premises bearing arms in compliance with the orders of the people in charge of the procedure, and in light of the announcement of certain pro-government media about an alleged intervention of the Company and its dismantling in 60 days, we hereby summon ourselves and declare ourselves in an indefinite state of alert and mobilization in order to safeguard our work posts and to continue to render our services normally. Self-summoned Employees of Cablevisión S.A. 20 December 2011". The Vice-president motions that, in order to put the Company's personnel at ease, the Company organize personnel meetings to inform them of the day's events. The motion is approved unanimously. Finally, the Board considers the third item of the Agenda: 3) Granting of special powers of attorney to file a criminal claim. [Details of the power of attorney intentionally omitted]. The motion is approved unanimously [...] With no additional items in the agenda, the meeting is adjourned at 7.00 PM.
Signed: Mariano Marcelo Ibáñez, Alejandro Alberto Urricelqui, Carlos Alberto Moltini, Jorge Carlos Rendo, Pablo César Casey, Sebastián Sánchez Sarmiento and the syndic: Eduardo Alberto Lohidoy.