28 Apr 2014 15:22
Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on the 25th day of the month of April 2014, at 20.00 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 174, Federal Capital, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani and Sebastián Bardengo, and of the undersigned members of the Supervisory Committee. Mr. Jorge C. Rendo opens the meeting and submits the following point of the agenda to the consideration of those present: Consideration of the Notes received from shareholders of the Company relating to the implementation of its Plan to Conform the Company to the requirements of the Audiovisual Communication Services Law. Once Mr. Rendo has opened the meeting he expresses that on this date, the Company has received from ELHN-Grupo Clarín New York Trust, HHM-Grupo Clarín New York Trust, LRP-Grupo Clarín New York Trust, Aranlú S.A. and José Antonio Aranda, the notes that are literally transcribed below these minutes. Given the importance of these notes, the Chairman motions that this Board duly acknowledge the letters, that they devote themselves to the analysis of the transaction contemplated therein (spin-off of the Company) and that they send these Minutes to the Argentine Securities Commission in order to make the contents of these letters known to all of the shareholders of the Company. The Vice Chairman of the Company, Mr. Alejandro Alberto Urricelqui decides to speak and states that since 20 March 2014-the day when the Company held its Extraordinary Shareholders' Meeting-and up to this date, the Task Force created to Conform the Company to the requirements of the Audiovisual Communication Services Law has held conversations with local and foreign investors in which such investors have expressed their interest in acquiring certain assets and businesses that form different Units under the Plan to Conform the Company to the requirements of the Audiovisual Communication Services Law. He also mentions that the Task Force, in compliance with the instructions of the Shareholders of 20 March, will continue with the commercial discussions with the interested parties so that, at the right time and in case these discussions prosper, then may submit concrete transactions to the Board of Directors for their discussion and approval. He adds that the notes received from the shareholders and transcribed below confirm the viability of one of the alternatives for the implementation of the Plan, which would allow the minority shareholders whose shares are listed in the Buenos Aires and the London Stock Exchanges to preserve their participation in Unit 1, Unit 2 and the businesses that are not under the scope of the requirement to Conform to the Audiovisual Communication Services Law, which in aggregate represent approximately 92% of the sales and the consolidated EBITDA of the Company (under the criterion of equity participation as of 31.12.2013 and without taking into account the effect produced by expenses and costs related to the execution of the Plan to Conform the Company to the requirements of the Audiovisual Communication Services Law). This would imply that, if the Board of Directors should select this transaction as the alternative to consummate the Plan, the Company would have to proceed with the referred spinoff and the sale of Units 3, 4, 5 and 6, thus mitigating the negative effects of the Plan for minority shareholders. Finally, Mr. Urricelqui proposes, and motions, that in order to provide information relating to the progress of the Plan to Conform the Company to the requirements of the Audiovisual Communication Services Law, the Company should organise for the first two weeks of May a telephone conference open to the shareholders and investors in general, in the format that is usually used by the Company to report its annual and quarterly results. The motion is submitted to the vote [of the Directors] and is approved unanimously, and the person responsible for relations with the market is put in charge of its organisation and execution. With no further items to discuss, the meeting is adjourned at 21.00 hours.
Signors for the Board of Directors: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani and Sebastián Bardengo.
Signors for the Supervisory Committee: Carlos P. Di Candia and Raúl Morán.
1. FREE TRANSLATION of the Letter from the Shareholders ARANLU S.A. and José Antonio Aranda
[There is a stamp on the upper right hand corner indicating receipt of the letter by the Company on 25 April 2014]
GRUPO CLARÍN S.A.
Piedras 1743
Autonomous City of Buenos Aires
Mr. Chairman of the Board of Directors
Dear Mr. Jorge Carlos Rendo,
Within the framework of the Plan to Conform Grupo Clarín S.A. ("GCSA" or the "Company") to the requirements of the Audiovisual Communication Services Law and given: (i) the decisions adopted at the shareholders' meeting of GCSA of 20 March of this year, (ii) the short time that the Company has to carry out the sale and/or spinoff transactions required by the Plan to Conform the Company to the requirements of the Audiovisual Communication Services Law, (iii) the low valuation of GCSA as a consequence of the deterioration in value of Argentine companies in general and (iv) the contingencies and regulatory and judicial hurdles that affect the business of the Company in particular; in our capacity as controlling shareholders of GCSA we state that:
a) without this implying any limitation to the analysis of other options to conform the Company to the requirements of the Audiovisual Communication Services Law, it would be convenient for the Board of Directors of GCSA to evaluate the spinoff 1 of the Company into two entities with public offering of their shares (the "Spinoff"), one of them maintaining Unit 1 and the other one Unit 2 (as defined under the Plan to Conform the Company to the requirements of the Audiovisual Communication Services Law).
b) the Spinoff would prevent the Company from having to sell the most relevant Units and would also allow minority shareholders that hold shares traded on the stock exchanges to maintain between the two spun off companies and the businesses that are not under the scope of the requirement to Conform to the Audiovisual Communication Services Law approximately 92.7% of the sales and 92.8% of the EBITDA 2 of GCSA (according to the financial statements as of 31/12/2013, under the criterion of equity participation), all in accordance with the claims of minority shareholders at the shareholders' meeting of the past 20 March;
c) if the Spinoff occurs, the controlling shareholders that subscribe this letter commit to performing the transactions that may be necessary so that the spun off companies owners of Units 1 and 2 have different controlling shareholders as provided under the Audiovisual Communication Services Law.
Sincerely
/s/ José Antonio Aranda (on behalf of ARANLU S.A.)
/s/ José Antonio Aranda
__________________
1Under the provisions applicable to tax-free reorganisations.
2 EBITDA is the English-language acronym hat means earnings of the Company before Interest, Taxes, Depreciation and Amortization.
2. FREE TRANSLATION of the Letter from the Shareholder ELHN - Grupo Clarín New York Trust
[Translation of the Apostille and notarial certificates relating to the certification of signatures intentionally omitted]
[Contents of the Letter are identical to those of the Letter translated under 1, above]
/s/ Héctor Horacio Magnetto
/s/ Ezequiel Amaranto Camerini
[both on behalf of the ELHN - Grupo Clarín New York Trust, dated 22 April 2014]
3. FREE TRANSLATION of the Letter from the Shareholder LRP - Grupo Clarín New York Trust
[Translation of the Apostille and notarial certificates relating to the certification of signatures intentionally omitted]
[Contents of the Letter are identical to those of the Letter translated under 1, above]
/s/ Lucio Rafael Pagliaro
/s/ Ezequiel Amaranto Camerini
[both on behalf of the LRP - Grupo Clarín New York Trust, dated 22 April 2014]
4. FREE TRANSLATION of the Letter from the Shareholder HHM - Grupo Clarín New York Trust
[Translation of the Apostille and notarial certificates relating to the certification of signatures intentionally omitted]
[Contents of the Letter are identical to those of the Letter translated under 1, above]
/s/ Héctor Horacio Magnetto
/s/ Ezequiel Amaranto Camerini
[both on behalf of the HHM - Grupo Clarín New York Trust, dated 22 April 2014]