REG - Grupo Clarin S.A. - Annual Shareholders’ Meeting

Grupo Clarin SAAnnouncement

21/03/2023 07:30

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RNS Number : 6883T  Grupo Clarin S.A.  21 March 2023

 

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 2023; 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 (mailto:investors@grupoclarin.com)

 

In London:

Alex Money

Jasford IR

Tel: +44 20 3289 5300

Email: alexm@jasford.com (mailto:alexm@jasford.com)

 

In New York:

Camilla Ferreira / Marcella Ewerton

Fig Corporate Communications

Tel: +1 917 691 4047

Email: fig@fig.ooo (mailto: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 20(th) day of the month of March 2022, 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 Herreraparticipate 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 2023; 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 submited to the consideration of those present: 2)
Proposal for the appointment of External Auditors. The Vice-President asksto
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. ThereforeMr. 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.

 

 

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