27 Oct 2022 07:00
October 26, 2022
GRUPO CLARIN S.A.
Notice to Grupo Clarin S.A. Global Depositary Receipt Holders
Grupo Clarin S.A. (the "Company") has entered into a Second Amended and Restated Deposit Agreement dated as of October 26, 2022 (the "New Deposit Agreement") with JPMorgan Chase Bank, N.A. (the "Depositary") regarding its Global Depositary Receipts ("GDRs"), amending and restating in its entirety the Amended and Restated Deposit Agreement dated as of August 28, 2017 (the "Old Deposit Agreement") relating to the GDRs.
A copy of the New Deposit Agreement is available for viewing on the Company's website at: https://ir.grupoclarin.com/wp-content/uploads/2022/10/GCSA-2022-AR-Deposit-Agreement-w_-Grupo-Clarin-Execution-Version.pdf
In accordance with the provisions of the Old Deposit Agreement, any amendment to the Old Deposit Agreement that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, SWIFT, cable, telex, electronic or facsimile transmission costs, delivery costs or other such expenses), or that shall otherwise prejudice any substantial existing right of Holders, shall become effective 30 days after the date of the notice to Holders of all such amendments to the Old Deposit Agreement contained in the New Deposit Agreement as contemplated by the Old Deposit Agreement. Every Holder of a GDR at the time any amendment to the Old Deposit Agreement so becomes effective shall be deemed, by continuing to hold such GDR, to consent and agree to such amendment and to be bound by the New Deposit Agreement.
Notwithstanding the revised terms thereof contained in the New Deposit Agreement (including the revised terms contained in the new Rule 144 GDR attached as Exhibit A-1 thereto and the new Regulation S GDR attached as Exhibit A-2 thereto (each of the new Rule 144A GDR and new Regulation S GDR, a "New GDR" and, together, the "New GDRs")), existing GDRs will continue to be valid (on the terms set forth in the New Deposit Agreement (including the terms set forth in the New GDRs attached as Exhibits A-1 and A-2 thereto) and not on the terms set forth in the Old Deposit Agreement or such existing Rule 144 GDRs and existing Regulation S GDRs attached as Exhibit A-1 and A-2, respectively, to the Old Deposit Agreement) and will not have to be exchanged for new GDRs. Subject to the 30 day effective period described above that may be applicable to certain of the amendments reflected in the New Deposit Agreement (including the New GDRs attached as Exhibits A-1 and A-2 thereto), the terms of all existing Rule 144 GDRs and existing Regulation S GDRs are deemed amended and restated to reflect the terms set forth in the respective Rule 144 GDR and Regulation S GDR attached as Exhibits A-1 and A-2, respectively, to the New Deposit Agreement.
Note: Neither this notice nor the information contained herein, nor its publication, constitutes an offer or solicitation by the Company, or any other issuer or entity for the purchase or sale of any GDR or any security relating thereto nor does it constitute an offer, solicitation or publication to any person in any jurisdiction where such solicitation or publication would be unlawful.