23 Aug 2022 07:00
GRUPO CLARIN S.A.
Grupo Clarín Responds Shareholder Information Request
On 22 August 2022, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had exchanged notes with a shareholder in connection with the agenda of the Extraordinary Shareholders' Meeting to be held on 9 September 2022.
Attached as Exhibit A is a free translation of the Company's response.
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
Buenos Aires, 22 August 2022
To the Shareholder of
Grupo Clarín S.A.
National Social Security Administration (ANSES)
Fondo de Garantía de Sustentabilidad
Attn: Directorate-General for Strategic Management and Corporate Affairs - General Director Mr. Director Benjamín Navarro - Dir. of Corporate Affairs Mrs. Paola Rolotti
To whom it may concern,
I, Samantha Lee Olivieri, in my capacity as Person Responsible for Market Relations of Grupo Clarín S.A. (hereinafter, interchangeably, the "Company" or "Grupo Clarín") hereby address you in response to your request for information, issued by e-mail dated 19 August 2022.
Pursuant to the General Companies Law No. 19,550, we hereby respond to your request as follows:
1) Detail of the shareholder composition as of the date hereof. Please include detail of the shareholder registry, specifying the percentages corresponding to each shareholder with more than 5% participation, per class of shares; indicating the number of votes and the number of shares.
GC Dominio S.A. | 28,226,683(*) | Class "A" common, nominative, non-endorsable shares | 26.44% | 64.24% |
Anses (FGS) | 9,609,365(**) | Class "B" book-entry shares | 9.00% | 4.37% |
ELHN Grupo Clarín New York Trust | 28,377,302 (**) | Class "B" book-entry shares | 26.58% | 12.92% |
HHM Grupo Clarín New York Trust | 12,446,303 (**) | Class "B" book-entry shares | 11.66% | 5.67% |
GS Unidos LLC | 9,345,777 (*) | Class "C" common, nominative, non-endorsable shares | 8.75% | 4.25% |
Remainder of Class B shares | 18,770,574(***) | Class "B" book-entry shares | 17.58% | 8.54% |
(*) According to Registry of common, nominative, non-endorsable Class A and C shares carried by the Company.
(**) According to certificate issued by Caja de Valores S.A. delivered to the Company.
(***) The registry of Class B common book-entry shares is carried by Caja de Valores S.A.
(****) Difference due to rounding.
2) Executed copy of the Minutes of the Board of Directors that calls an Extraordinary Shareholders' Meeting for 9 September 2022 at 12.30 PM on first call.
The minutes of the Board of Directors dated as of 2 August 2022 that calls an Extraordinary Shareholders' Meeting, with due identification of the signers, was made available to the general public through the Autopista de Información Financiera ("AIF") [online electronic disclosure system used by public companies] under Filing 2925507.
3) Indicate expressly the personnel authorized or appointed as attorney-in-fact to execute this response, with a copy of the document that evidences such power (if the document is too long, you may attach the relevant part).
This response is executed by me in my capacity as Person Responsible for Market Relations. I was appointed to that position at the meeting of the Board of Directors dated 23 March 2021, duly communicated to the investor public in the filing made on that date and uploaded to the AIF under File #2726241.
4) With respect to the following points of the agenda, we request:
a. (Point 1) Decision to hold the shareholders' meeting remotely.
The Shareholders' Meeting shall be held 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.
b. (Point 2) Appointment of two shareholders to execute the meeting minutes.
The Company has not received any proposals in connection with this point of the agenda.
We hereby state for the record that this response, together with the questions will be made available to the general public on the AIF and the Buenos Aires Stock Exchange.
c. (Point 3) Amendment of articles twenty-one, twenty-two, twenty-three and twenty-four of the Company's Bylaws.
Given the experience during the 2020 and 2021 with the holding of remote shareholders' meetings as admitted, temporarily, by the Argentine Securities Commission and, considering that, the holding of remote shareholders' meetings when there was no provision in the bylaws in that regard can only be done until the expiry date of the health emergency, which was extended until 31 December of the current year, and that both the National Civil and Commercial Code and Art. 61 of Capital Markets Law No. 26,831 allow for the holding of remote or mixed shareholders' meetings, the Board of Directors deemed appropriate to propose the shareholders to amend: (i) articles twenty-three and twenty-four of the Company's Bylaws in order to provide for the possibility of holding shareholders' meetings only in person; only remotely and/or in mixed format, (ii) article twenty-two in order to provide-subject to the enactment of a rule that permits it-the holding of remote meetings of the Company's Supervisory Committee and, (iii) article twenty-one in order to set forth who shall sign the minutes of the Audit Committee in the event that all of its members participate remotely.
The updated Bylaws of the Company are available to all shareholders under ID No #505154 of the AIF, which, together with the document available under ID No #2793232 constitute the current Bylaws of the Company.
The final version of the proposed wording for each article is available, in a comparative table against the current version is included in the minutes of the Board of Directors that calls an Extraordinary Shareholders' Meeting, which was made available to the general public through the AIF under Filing 2925507. The comparative table was submitted to the CNV, which has given its administrative conformity with no observations. Attached is the report under # F-2022-85396952-APN-GRC#CNV.
Finally, we state for the record that this response, together with your request, shall be made available to the general public through AIF and the Buenos Aires Stock Exchange.
We are at your disposal to make any clarifications that you may deem relevant.
Sincerely,
/s/ Samantha Lee Olivieri
Person Responsible for Market Relations