30 Aug 2016 07:00
GRUPO CLARIN S.A.
Notice of General Extraordinary Shareholders' Meeting
Grupo Clarín S.A. ("Grupo Clarín" or the "Company") gives shareholders notice of a General Extraordinary Shareholders' Meeting to be held on September 28, 2016 at 3:00 p.m. (local time) at first calling, at the Company's headquarters located at Calle Piedras 1743, Autonomous City of Buenos Aires, in order to consider the following agenda:
1) Appointment of two (2) shareholders to draft and sign the meeting minutes.
2) Consideration of Grupo Clarín's Special-purpose Merger Unconsolidated Financial Statement as of June 30, 2016.
3) Consideration of the Merger and Split-up Special-purpose Unconsolidated Combined Balance Sheet as of June 30, 2016.
4) Approval of the Pre-Merger Commitment executed by the Company on August 16, 2016 with Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CV B Holding S.A.
5) Consideration of the proposal for the partial split-up of the Company. Incorporation of a new corporation (sociedad anónima), to which the assets and liabilities to be split-up will be transferred, approval of its bylaws, granting of authorization to carry out acts related to its corporate purpose during the period in which the new corporation is a corporation "in formation" until its due registration, application by the new corporation for its admission to the public offering regime and for the listing of its shares on the Buenos Aires Stock Exchange and on any other local or foreign stock exchange or securities market. Approval of the "split ratio" ("relación de canje"). Limitation to shareholders' withdrawal rights pursuant to Section 245, 2nd paragraph of Law No. 19,550.
6) Subject to the decision adopted in connection with item (5) of the agenda, appointment of the members and alternate members of the Board of Directors of the new corporation.
7) Subject to the decision adopted in connection with item (5) of the agenda, appointment of the members and alternate members of the Supervisory Committee of the new corporation.
8) Subject to the decision adopted in connection with item (5) of the agenda, appointment of the external auditors of the new corporation.
9) Subject to the decision adopted in connection with item (5) of the agenda, reduction of the Company's capital stock as a result of the partial split-up. Submission of request for approval by the Comisión Nacional de Valores (National Securities Commission) of a reduction of the nominal amount of the Company's capital stock authorized for public offering, and listed on the Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange), in each case, as a result of the split-up. Amendment of the Company's bylaws as a result of the split-up.
Jorge Carlos Rendo
Chairman, appointed by the Shareholders and the Board of Directors on April 25, 2016
Note: Shareholders of Class B book-entry shares registered with Caja de Valores S.A. are reminded that they must submit proof of their respective accounts and of their identity and capacity, as applicable, no later than September 22, 2016 between 11.00 a.m. and 5.00 p.m. at Calle Tacuarí 1846, Autonomous City of Buenos Aires.