30 Mar 2017 07:31
GRUPO CLARIN S.A.
Grupo Clarín Calls Annual Shareholders' Meeting
Cablevisión Holding S.A. to request authorisation to trade in Buenos Aires and London Stock Exchanges
On 29 March 2017, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Company's Board of Directors had held a meeting on 28 March 2017, at which they resolved to call the Company's Annual Ordinary Shareholders' Meeting for 27 April 2017 at 15.00 on first call and 8 May 2017 at 15.00 on second call, at the Company's headquarters located on Calle Piedras 1743, City of Buenos Aires. The Meeting's agenda will be the following: "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. 18, ended 31 December 2016; 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 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; 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 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; 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; 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 2016; and 12) Appointment of the Company's External Auditor".
Earlier on 28 March 2017, the Board of Directors of the Company held another meeting at which the Board proposed a budget of Ps. 800,000 for the Company's Audit Committee in 2017 and recommended the appointement of Carlos Alberto Pace and Alejandro Javier Rose, both members of Price Waterhouse & Co. S.R.L (PWC) as external auditor and alternate external auditor of the Company for the fiscal year ended 31 December 2017.
In addition, at that meeting, the Board of Directors acknowledged the decision of Cablevisión Holding S.A.-a company that was spun off Grupo Clarín S.A.-to request admission to the public offering regime for shares in the Republic of Argentina, the trading of the Class B Shares in the Mercado de Valores ("Merval") through the Buenos Aires Stock Exchange ("BCBA") and to request the listing and trading of its Class B shares in the form of "GDSs" (or Global Depositary Shares), represented by "GDRs" (or Global Depositary Receipts) on the Official List of the London Stock Exchange
Attached below as Exhibits A, B and C, respectively, are free translations of the minutes of the meetings of the Board of Directors held on 28 March 2017 and 29 March 2017, and of the notice published by the Company to call the Annual Ordinary Shareholders' Meeting.
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
Exhibit A
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 378: In the City of Buenos Aires, on the 28th day of the month of March 2017, at 20.00 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 Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Ignacio Rolando Driollet, Francisco Iván Acevedo, Lorenzo Calcagno, Alberto César José Menzani, Gonzalo Blaquier and Sebastián Salaber and of the members of the Supervisory Committee who sign below. The Chairman, Mr. Jorge C. Rendo, submits the first point of the agenda to the consideration of those present: 1) Budget Proposal for the Audit Committee for Fiscal Year No. 19, ending on 31 December 2017. The Chairman Dr. Jorge C. Rendo speaks and states that he has received a note signed by Mr. Alberto C. J. Menzani, in his capacity as Chairman of the Company's Audit Committee, which contains such Committee's proposal in connection with its annual budget to fulfil its purpose, which budget is estimated at Ps. 800,000. The said budget must be considered by the shareholders at the Annual Ordinary Shareholders' Meeting. After an exchange of questions and answers and taking into account the functions provided for the Committee under applicable law, the tasks detailed in the Annual Action Plan for fiscal year 2017, and the increase in prices estimated for fiscal year 2017, the Board approves unanimously to propose that the Shareholders set the annual Budget for the Audit Committee at Ps. 800,000. Next, the Chairman submits to the consideration of those present the second point of the agenda, which reads: 2) Proposal for the appointment of External Auditors. The Chairman continues to speak and states that, as the Directors know, pursuant to applicable law, at the next General Annual Ordinary Shareholders' Meeting, the shareholders must consider the appointment of the external auditors. Therefore, the Chairman expresses the convenience of this Board proposing to the shareholders at the next General Annual Ordinary Shareholders' Meeting the appointment of the certified public accountants Carlos Alberto Pace and Alejandro Javier Rosa, both members of the firm Price Waterhouse & Co S.R.L. (PWC), PWC, as External Auditor and alternate External Auditor, respectively. The motion is submitted to the consideration of the Board and is approved unanimously. In addition, this decision will be informed to the Audit Committee so that it may issue its own opinion pursuant to applicable law. Next, the Chairman submits to the Board the third point of the agenda, which reads: 3) Acknowledgment of the decision of Cablevisión Holding S.A. to request admission to the public offering regime for shares in the Republic of Argentina and the listing of its Class B shares on the London Stock Exchange: The chairman, Dr. Jorge C. Rendo asks Director Alejandro Urricelqui to speak. [Mr. Urricelqui,] in his capacity as President of Cablevisión Holding S.A.-a company that was spun off Grupo Clarín S.A.- states that the board of directors of that company has approved, in the terms that were duly decided by the shareholders at the Extraordinary Shareholders Meeting of 28 September 2016, to request admission to the public offering regime for shares in the Republic of Argentina, the listing of the Class B Shares on the Mercado de Valores de Buenos Aires ("Merval" or its successor market) and, at this time, to request the listing and trading of its Class B shares in the form of "GDSs" (or Global Depositary Shares), represented by GDRs (or Global Depositary Receipts) on the Official List of the London Stock Exchange. After a brief debate, the Board of Directors acknowledges the decision adopted by Cablevisión Holding S.A., a company that as of the date hereof has filed for the corresponding corporate registrations, which are pending. In addition, the Board unanimously authorises the Chairman to communicate such decision to the control agencies. With no further items to discuss, the meeting is adjourned at 21.00 hours.
Directors: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Ignacio Rolando Driollet, Francisco Iván Acevedo, Lorenzo Calcagno, Alberto César José Menzani, Gonzalo Blaquier and Sebastián Salaber.
Supervisory Committee: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín.
Exhibit B
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 379: In the City of Buenos Aires, on the 29th day of the month of March 2017, at 15.30 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 Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Francisco Iván Acevedo, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César José Menzani, Gonzalo 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 Chairman, Mr. Jorge C. Rendo, submits the following point of the agenda to the consideration of those present: 1) Consideration of an amendment to the Proposal made by the Board of Directors in connection with the use of the Results of the Fiscal Year ended 31 December 2016. The Chairman, Dr. Rendo, asks Director Mr. Alejandro Urricelqui to speak. [Mr. Urricelqui] states that as informed in the Annual Report to the Consolidated Financial Statements for the fiscal year ended 31 December 2016, the circumstances that gave rise to the creation and integration of a voluntary reserve to guarantee the liquidity of the Company and its Subsidiaries still continue, given that the corporate spinoff process that is underway has not yet been completed and the Companies subsidiaries that participate in the media industry may require financial assistance to undergo their digital transformation and develop a new business model. Without prejudice to the above, given that, as was also explained by this Board, the Company is a holding company whose liquidity depends, among other things, on the distribution of dividends by the companies in which it participates and given that (i) Cablevisión S.A., Arte Radiotelevisivo Argentino S.A. ("Artear") and other subsidiaries of the company shall approve the distribution of dividends at their respective Shareholders Meetings, and (ii) the first three months of the year have gone by with a good performance and generation of cash in certain businesses, this Board may define with greater precision the level of demand for funds that the subsidiaries of the Company may require, the Board deems it advisable-for the benefit of the Shareholders-to revise the proposal for the allocation of the results of fiscal year 2016 that was made to the Shareholders in the Annual Report, and consequently, proposes that the Company distribute cash dividends in the amount of Ps. 480,000,000 (pesos four hundred eighty million), payable within 30 days of their approval by the shareholders. Mr. Urricelqui continues to speak and states that it is necessary to clarify that, at the time of the Board's proposal that was included in the Annual Report to the Consolidated Financial Statements, the Board of Directors only had confirmation of proposals for the distribution of dividends by Cablevisión S.A. and Artear. All that allows him to conclude that the Company may resort to this distribution of cash dividends without compromising a reasonable and prudent administration of the contingencies and level of liquidity suitable to its operations. Consequently, Mr. Urricelqui proposes to allocate a portion of the results of the year to the distribution of dividends in cash (in the amount and payable at the time detailed above), and the balance to increase the existing reserve for future dividends in the amount of Ps. 1,000,000,000 and the creation of a voluntary reserve to guarantee the liquidity of the Company and its Subsidiaries in the amount of Ps. 1,050,041,832. The motion is submitted to a vote and is approved unanimously. The Chairman is charged with the duty to inform the amendment proposed by the Board of Directors to the Shareholders immediately, in accordance with applicable law. Next, the following point of the agenda is submitted to the consideration of those present: 2) "Calling of a General Annual Ordinary Shareholders' Meeting". The Chairman 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 Annual Ordinary Shareholders' Meeting and therefore he motions specifically that a General Annual Ordinary Shareholders' Meeting be called for 27 April 2017 at 15.00 on first call and 8 May 2017 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. 18, ended 31 December 2016; 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 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; 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 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; 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; 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 2016; 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 16.30 hours.
Directors executing the minutes: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Héctor Mario Aranda, Ignacio Rolando Driollet, Francisco Iván Acevedo, Lorenzo Calcagno, Alberto César José Menzani, Gonzalo Blaquier and Sebastián Salaber.
Members of the Supervisory Committee executing the minutes: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín.
Exhibit C
FREE TRANSLATION
GRUPO CLARIN S.A.
Calling of an Ordinary Shareholders Meeting
The Shareholders are hereby called to the General Annual Ordinary Shareholders' Meeting on 27 April 2017 at 15.00 on first call and 8 May 2017 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. 18, ended 31 December 2016;
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 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;
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 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;
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;
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 2016; and
12) Appointment of the Company's External Auditor.
Jorge Carlos Rendo
Chairman, appointed by the Shareholders and the Board of Directors on 25-4-2016 and 3-5-2016, respectively.
Note: Shareholders of Class B book-entry shares for which the Registrar is Caja de Valores S.A. are reminded that they are required to submit proof of their respective accounts and of their identity and capacity, as may correspond, no later than 21 April 2017 between 11.00 and 17.00 hours at Calle Tacuarí 1842, Autonomous City of Buenos Aires.