30 Mar 2015 07:00
GRUPO CLARIN S.A.
Grupo Clarín - Minutes of the Meeting of the Board of Directors
Attached below is a free translation of the minutes of the meeting of the Board of Directors held on 26 March 2015.
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
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
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No.310 : In the City of Buenos Aires, on the 26th day of the month of March 2015, at 18.00 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 Messrs. Directors Alejandro Alberto Urricelqui, Martín Gonzalo Etchevers, Horacio Eduardo Quirós, Héctor Mario Aranda, Saturnino Lorenzo Herrero Mitjans, Lorenzo Calcagno, Alberto César José Menzani, Ignacio Rolando Driollet, Luis María Blaquier and Sebastián Salaber and of the members of the Supervisory Committee Messrs. Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín, who sign below. The Vice Chairman, in his position as acting Chairman, Mr. Alejandro Urricelqui, submits the following point of the agenda to the consideration of those present: "Calling of a General Ordinary Shareholders' Meeting". Mr. Urricelqui speaks and states that pursuant to applicable legal rules and [the Company's] bylaws, and as decided by the Board of Directors on 10 March, the Board must call a General Ordinary Shareholders' Meeting. In that regard, Mr. Urricelqui informs those present that when preparing the Chart of Allocations to Board Members provided under Article 3º, Section I, Chapter III of the Rules of the Argentine Securities Commission (Restatement 2013), [Company officers] observed that under footnote 1 to Note 5 "Breakdown of the main items of the parent company only statement of comprehensive income", of the Company's Parent Company Only Financial Statements for the year ended 31 December 2014, [the financial statements] informed that compensation for technical and management fees to Members of the Board of Directors as of 31 December 2014 had been of Ps. 22,087,911, when the figure that should have been informed was of Ps. 12,864,820. [Mr. Urricelqui] noted that this situation does not in any way affect any of the other figures under Note 5, or the total figures under each line, or under "Administrative Expenses", or the Comprehensive Income for the Year. After making that clarification, the Chairman motions that, even though he considers that this situation does not affect the financial statements as a whole, this circumstance be communicated to the Argentine Securities Commission and the Buenos Aires Stock Exchange. He also motions that a General Annual Ordinary Shareholders' Meeting be called for 28 April 2015 at 15.00 on first call and 7 May 2015 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. 16, ended 31 December 2014; 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 2014. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2015, 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 2014. Authorisation to the Board of Directors to pay advances on compensation for fiscal year 2015, 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 2014, which are of Ps. 804,101,687. Proposal of the Board of Directors - Integration the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services; 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 2014; 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. With no further items to discuss, the meeting is adjourned at 19.00 hours.