22 Mar 2023 16:54
REPLACEMENT: This announcement replaces Announcement 6883T, released at 07:25 on March 21st, 2023. The replacement annoucement corrects minor typographical errors in the previous announcement. The corrected annoucement is provided in full below.
GRUPO CLARIN S.A.
Grupo Clarín Calls Annual Shareholders' Meeting
On 20 March 2023, 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 that date, at which they resolved to call the Company's Annual Ordinary Shareholders' Meeting for 25 April 2023 at 15.00 on first call and 3 May 2023 at 15.00 on second call, to be held remotely.
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 economic year No. 24, ended 31 December 2022; 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 of Ps. 108,428,349 (allocated amount) for the economic year ended 31 December 2022 which yielded a computable loss, as defined in the Rules of the Argentine Securities Commission; 5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2023 to directors who perform technical administrative functions and/or special commissions and/or independent directors, 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; 6) Consideration of the performance of members of the Supervisory Committee; 7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2022; 8) Authorisation to the Board of Directors to pay advances on compensation to the members of the Supervisory Committee for economic year 2023, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered; 9) Consideration of the application of the Company's Retained Earnings as of 31 December 2022, which yielded a negative result of Ps. 1,372,158,010. The Board of Directors proposes [that the Company] absorb the negative result of the economic year 2022 by partially reversing the Legal Reserve; 10) Appointment of the members and alternate members of the Board of Directors; 11) Appointment of the members and alternate members of the Supervisory Committee; 12) Approval of the annual budget of the Audit Committee; 13) Consideration of the fees of the External Auditor for the economic year ended 31 December 2022; 14) Appointment of the Company's External Auditor."
At the meeting, the Board of Directors of the Company recommended the appointment as external Auditor of the Company's financial statements for the year ended 31 December 2023 of the firm Price Waterhouse & Co. S.R.L (PWC), with Mr. Reinaldo Sergio Cravero acting as certifying accountant and Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono acting as alternate certifying accountants, all of them members of the firm Price Waterhouse & Co. S.R.L (PWC). The Board also resolved to set the budget of the Company's Audit Committee at Ps. 2,800,000 for the fiscal year ended 31 December 2023. The shareholders' meeting will be held remotely using the Microsoft Teams system, which will (i) guarantee free access to the meeting of all shareholders, with a voice and a vote; (ii) permit the simultaneous broadcast of sound, images and words throughout the entire meeting; and (iii) be recorded on digital support. The Company will send all shareholders that notify their attendance to the e-mail address Asamblea@grupoclarin.com, the link and way to access the system, together with instructions about the development of the meeting.
Attached below as Exhibit A is a free translation of the minutes of the meeting of the Board of Directors held on 20 March 2023.
Enquiries:
In Buenos Aires:
Samantha Olivieri
Grupo Clarín
Tel: +5411 4309 7104
Email: investors@grupoclarin.com
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Camilla Ferreira / Marcella Ewerton
Fig Corporate Communications
Tel: +1 917 691 4047
Email: fig@fig.ooo
Exhibit A
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 522: In the City of Buenos Aires, on the 20th day of the month of March 2023, at 18.00 hours, pursuant to the provisions of Article Sixteen of the Bylaws, the Board of Directors of Grupo Clarín S.A. the President of the Board, Mr. Jorge Carlos Rendo, and the Directors Messrs. Héctor Mario Aranda, Horacio Eduardo Quirós and Martín Etchevers meet participating in person. Mr. Carlos A. P. Di Candia is also present, President of the Supervisory Committee is also in person at the Company's headquarters. Directors Messrs. Horacio Ezequiel Magnetto, Francisco Pagliaro, Andrés G. Riportella, Alberto C. J. Menzani and Felipe Noble Herrera participate using the video-teleconference system Microsoft Teams. The members of the Supervisory Committee, Ms. Adriana E. Piano and Mr. Mr. Hugo Lopez also participate by video-teleconference. Having sufficient quorum, the President of the Company, Dr. Jorge C. Rendo, opens the meeting and submits the first point of the agenda to the consideration of those present: 1) Calling of a General Annual Ordinary Shareholders' Meeting. Mr. Rendo speaks and expresses that, pursuant to applicable legal rules and the Company's bylaws, the Board must call a General Annual Ordinary Shareholders' Meeting, in order to consider the documents set forth under Section 234, subsection 1 of Law No 19,550 and related laws, corresponding to economic year ended 31 December 2022 and therefore he motions specifically that a General Annual Ordinary and Extraordinary Shareholders' Meeting be called for 25 April 2023 at 15.00 on first call and 3 May 2023 at 15.00 on second call, to be held remotely, 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 economic year No. 24, ended 31 December 2022; 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 of (Ps. 108,428,349 allocated amount) for the economic year ended 31 December 2022 which yielded a computable loss, as defined in the Rules of the Argentine Securities Commission; 5) Authorisation to the Board of Directors to pay advances on compensation for economic year 2023 to directors who perform technical administrative functions and/or special commissions and/or independent directors, 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; 6) Consideration of the performance of members of the Supervisory Committee; 7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2022; 8) Authorisation to the Board of Directors to pay advances on compensation to the members of the Supervisory Committee for economic year 2023, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered; 9) Consideration of the application of the Company's Retained Earnings as of 31 December 2022, which yielded a negative result of Ps. 1,372,158,010. The Board of Directors proposes [that the Company] absorb the negative result of the economic year 2022 by partially reversing the Legal Reserve; 10) Appointment of the members and alternate members of the Board of Directors; 11) Appointment of the members and alternate members of the Supervisory Committee; 12) Approval of the annual budget of the Audit Committee; 13) Consideration of the fees of the External Auditor for the economic year ended 31 December 2022; 14) Appointment of the Company's External Auditor. The shareholders' meeting will be held remotely using the Microsoft Teams system, which will (i) guarantee free access to the meeting of all shareholders, with a voice and a vote; (ii) permit the simultaneous broadcast of sound, images and words throughout the entire meeting; and (iii) be recorded on digital support. The Company will send all shareholders that notify their attendance to the e-mail address Asamblea@grupoclarin.com, the link and way to access the system, together with instructions about the development of the meeting." The motion is submitted to a vote and approved unanimously. In addition, the Board also resolves unanimously to authorize the President and/or the Vice President to make the publications calling the shareholders' meeting as well as any additional notices that may be required under applicable law. Next, the second point of the agenda is submitted to the consideration of those present: 2) Proposal for the appointment of External Auditors. The Vice-President asks to speak and states that, pursuant to applicable law, at the next General Annual Ordinary and Extraordinary Shareholders' Meeting, the shareholders must consider the appointment of the external auditors. Therefore Mr. Aranda expresses the convenience of this Board proposing to the shareholders the appointment of the firm Price Waterhouse & Co S.R.L. (PWC) as External Auditors of the Company's financial statements for the year ended 31 December 2023, with Mr. Reinaldo Sergio Cravero as certifying accountant and Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono as alternate certifying accountants. The motion is submitted to the consideration 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. Finally, the President submits the third point of the agenda to the consideration of those present: 3) Budget Proposal for the Audit Committee for Fiscal Year No. 25, ending on 31 December 2023. Mr. Rendo continues speaking and states that the Company has received a note signed by the 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. 2,800,000, which must be considered by the shareholders at the Annual Ordinary and Extraordinary Shareholders' Meeting. Considering the functions provided for the Committee under applicable law, as well as the tasks detailed in the Annual Action Plan for fiscal year 2023, the Board approves unanimously to propose that the Shareholders set the annual Budget for the Audit Committee at Ps. 2,800,000. Prior to ending the meeting, the President asks Mr. Carlos A. P. Di Candia to speak and, in his capacity as President of the Supervisory Committee, Mr. Di Candia states that Messrs. Horacio Ezequiel Magnetto, Francisco Pagliaro, Andrés G. Riportella, Alberto C. J. Menzani and Felipe Noble Herrera participated remotely and voted according to applicable rules on the points of the agenda that were submitted to their consideration pursuant to article sixteen of the Company's Bylaws. With no further items to discuss, the meeting is adjourned at 18.45 hours.