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RNS Number : 8452U Grupo Clarin S.A. 03 August 2022
GRUPO CLARIN S.A.
Grupo Clarín Calls Extraordinary Shareholders' Meeting to Amend Bylaws
On 2 August 2022, 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 an Extraordinary Shareholders' Meeting for 9 September 2022 at 12.30
on first call, to be held remotely, in order to consider the following Agenda:
"1) Decision to hold the shareholders' meeting remotely; 2) Appointment of two
(2) shareholders to sign the meeting minutes; 3) Amendment of articles
twenty-one, twenty-two, twenty-three and twenty-four of the Company's Bylaws."
The shareholders' meeting will 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
(mailto: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 2 August 2022.
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. 512: The Board of
Directors of Grupo Clarín S.A. (the "Company") meets in the City of Buenos
Aires, on the 2(nd) day of the month of August 2022, at 13.00 hours. Pursuant
to the provisions of Article Sixteen of the Bylaws, Directors Messrs. Héctor
M. Aranda, Ezequiel H. Magnetto, Felipe Noble Herrera, Francisco Pagliaro,
Alberto C. J. Menzani, and Andrés G. Riportella meet using the
video-teleconference system Microsoft Teams. Pursuant to Decree No. 297/20,
its extensions and supplementary regulations, the syndics Ms. Adriana E. Pino
and Mr. Hugo E. Lopez also participate by video-teleconference. The President,
Dr. Jorge C. Rendo, is present at the registered office, together with Messrs.
Ignacio R. Driollet, Horacio E. Quirós and the President of the Audit
Commission, Mr. and Mr. Carlos A. P. Di Candia. Given that there is sufficient
quorum, the President Dr. Jorge C. Rendo declares the act open and submits the
point of the agenda to the consideration of those present: 1) Amendment of
articles Twenty First, Twenty Second, Twenty Third and Twenty Fourth of the
Company's Bylaws. The President speaks and states that, as is known by the
Directors, in 2020 the Argentine Securities Commission issued Resolution No.
830 (the "Resolution" whereby it admitted, temporarily, due to the emergency
situation provoked by Covid 19, and for as long as the measures that
prohibited and/or restricted temporarily public circulation, the holding of
remote shareholders' meetings even when there was no provision in the bylaws
in that regard. Given that the health emergency has been extended until 31
December of the current year, extending the effectiveness of the Resolution
until that date, 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, and given the experience that [the Company] went
through during the period of social distancing that was decreed, the President
motions specifically 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 proposed language, the President points out, is
the one included below with a comparative chart that allows a better reading
of the proposed changes:
Current Text Proposed Text
ARTICLE TWENTY-ONE: As from the moment the Company is authorized to offer ARTICLE TWENTY-ONE: As from the moment the Company is authorized to offer
publicly and/or list all or part of its shares in the Republic of Argentina publicly and/or list all or part of its shares in the Republic of Argentina
and/or in foreign jurisdictions, the Company shall have an Audit Committee and/or in foreign jurisdictions, the Company shall have an Audit Committee
pursuant to Law No. 26,831 and its implementing regulations, which shall be pursuant to Law No. 26,831 and its implementing regulations, which shall be
composed by three (3) members of the Board of Directors with experience in composed by three (3) members of the Board of Directors with experience in
business, financial or accounting matters. The majority of the permanent and business, financial or accounting matters. The majority of the permanent and
alternate members of the Audit Committee, shall meet the independence alternate members of the Audit Committee, shall meet the independence
requirements set forth under the Regulations of the Argentine Securities requirements set forth under the Regulations of the Argentine Securities
Commission. The Board of Directors shall appoint alternate members in equal or Commission. The Board of Directors shall appoint alternate members in equal or
fewer number as the permanent members and for the same term in order to fill fewer number as the permanent members and for the same term in order to fill
any vacancies that may occur, following the order of their appointment, in any vacancies that may occur, following the order of their appointment, in
which case the replacement will be automatic. Members of the Audit Committee which case the replacement will be automatic. Members of the Audit Committee
shall serve for a period of one fiscal year. At its first meeting, the Audit shall serve for a period of one fiscal year. At its first meeting, the Audit
Committee shall appoint a chairman and a vice chairman, who shall replace the Committee shall appoint a chairman and a vice chairman, who shall replace the
chairman in case of absence, impediment, disability or death of the former. chairman in case of absence, impediment, disability or death of the former.
The Audit Committee shall meet at least once every three months. It shall also The Audit Committee shall meet at least once every three months. It shall also
meet at the request of any of its members. Meetings shall be called by the meet at the request of any of its members. Meetings shall be called by the
chairman or vice chairman of the Audit Committee, by delivering a certifiable chairman or vice chairman of the Audit Committee, by delivering a certifiable
notice to each permanent member, at the address that all such members shall notice to each permanent member, at the address that all such members shall
communicate to the Company upon acceptance of their appointments. Audit communicate to the Company upon acceptance of their appointments. Audit
Committee meetings must be called no less than 72 (seventy two) hours in Committee meetings must be called no less than 72 (seventy two) hours in
advance. The Audit Committee functions with the absolute majority of its advance. The Audit Committee functions with the absolute majority of its
members present, either in person and/or communicated by means that allow the members present, either in person and/or communicated by means that allow the
simultaneous transmission of sound, images and words. Decisions shall be simultaneous transmission of sound, images and words. Decisions shall be
adopted by the vote of the majority of the members who participated at the adopted by the vote of the majority of the members who participated at the
meeting. In case of a draw, the chairman or by the vice chairman's vote shall meeting either in person and/or communicated by means that allow the
decide. Resolutions of the Audit Committee shall be registered in the simultaneous transmission of sound, images and words. In case of a draw, the
respective book and be signed by all members who participated at the meeting. chairman or the vice chairman's vote shall decide. Resolutions of the Audit
In case of members participating at a distance, the supervisory committee Committee shall be registered in the respective book and be signed by all
shall expressly state that the decisions were validly adopted by the Audit members who participated at the meeting. In case of If any members
Committee. The duties and obligations of the Audit Committee shall be those participating participate remotely, the minutes resolutions of the Audit
set forth under the corresponding laws and their implementing regulations, as Committee meeting shall be drafted and signed within five (5) business days of
amended. the celebration of the meeting by the members who were present in person at
the meeting, or by the president and the representative of the supervisory
committee if all members participated remotely at a distance. The supervisory
committee shall expressly state that the decisions were validly adopted by the
Audit Committee. The duties and obligations of the Audit Committee shall be
those set forth under the corresponding laws and their implementing
regulations, as amended.
ARTICLE TWENTY-TWO: Oversight of the Company will be through a Supervisory ARTICLE TWENTY-TWO: Oversight of the Company will be through a Supervisory
Committee that is composed by three (3) permanent members and three (3) Committee that is composed by three (3) permanent members and three (3)
alternate members, who shall replace the permanent ones in the manner alternate members, who shall replace the permanent ones in the manner
determined by the Shareholders' Meeting. For as long as the participation of determined by the Shareholders' Meeting. For as long as the participation of
the "Class C" common shares does not fall below 5%, one (1) permanent member the "Class C" common shares does not fall below 5%, one (1) permanent member
and one (1) alternate member of the Supervisory Committee shall be elected by and one (1) alternate member of the Supervisory Committee shall be elected by
the holders of the "Class C" common shares. The holders of "Class A" common the holders of the "Class C" common shares. The holders of "Class A" common
shares shall elect one (1) permanent member and one (1) alternate member of shares shall elect one (1) permanent member and one (1) alternate member of
the Supervisory Committee and the other member(s) shall be elected by the the Supervisory Committee and the other member(s) shall be elected by the
holders of "Class A" common shares and "Class B" book-entry common shares, holders of "Class A" common shares and "Class B" book-entry common shares,
voting as a single class. The permanent and alternate members of the voting as a single class. The permanent and alternate members of the
Supervisory Committee shall serve for a period of one fiscal year and may be Supervisory Committee shall serve for a period of one fiscal year and may be
re-elected. Quorum for a meeting of the Supervisory Committee shall be the re-elected. Quorum for a meeting of the Supervisory Committee shall be the
majority of its members and matters shall be decided by the vote of a majority majority of its members either in person and/or communicated by means that
of those present at the meeting. At its first meeting, the Supervisory allow the simultaneous transmission of sound, images and words and matters
Committee shall appoint a chairman and a vice chairman, who shall replace the shall be decided by the vote of a majority of those present at participating
former in case of absence, disability or impediment. in the meeting either in person and/or communicated by means that allow the
simultaneous transmission of sound, images and words, in compliance with the
requirements set forth under applicable law, including, without limitation,
the Rules of the Argentine Securities Commission. If all members participated
remotely, the minutes shall be signed by the president of the committee. At
its first meeting, the Supervisory Committee shall appoint a chairman and a
vice chairman, who shall replace the former in case of absence, disability or
impediment.
ARTICLE TWENTY-THREE: Shareholders' Meetings shall be chaired by the Chairman ARTICLE TWENTY-THREE: Shareholders' Meetings shall be chaired by the Chairman
of the Board of Directors or by the person appointed by the shareholders at of the Board of Directors or by the person appointed by the shareholders at
such Shareholders' Meeting. Shareholders' Meetings shall be convened such Shareholders' Meeting. Shareholders' Meetings shall be convened
simultaneously on first and second call in the manner established under simultaneously on first and second call in the manner established under
section 237 of law No. 19,550, except for the call for the Extraordinary section 237 of law No. 19,550, except for the call for the Extraordinary
Shareholders' Meetings as from the moment the Company is authorized to offer Shareholders' Meetings as from the moment the Company is authorized to offer
publicly and/or list all or part of its shares in the Republic of Argentina publicly and/or list all or part of its shares in the Republic of Argentina
and/or in foreign jurisdictions. However, in the case of Shareholders' and/or in foreign jurisdictions. However, in the case of Shareholders'
Meetings called to elect directors, the Shareholders' Meeting on second call Meetings called to elect directors, the Shareholders' Meeting on second call
shall be held five business days after the date that the Meeting was to be shall be held five business days after the date that the Meeting was to be
held on first call. Once the Company is authorized to offer publicly and/or held on first call. Once the Company is authorized to offer publicly and/or
list all or part of its shares, the calls for Shareholders' Meetings shall be list all or part of its shares, the calls for Shareholders' Meetings shall be
published no less than twenty (20) calendar days and no more than forty five published no less than twenty (20) calendar days and no more than forty five
(45) calendar days before the date set for the Meeting. The terms indicated (45) calendar days before the date set for the Meeting. The terms indicated
above shall be counted as from the last publication. above shall be counted as from the last publication.
All Shareholders' Meetings (General, Special, by Class, Ordinary,
Extraordinary) may be celebrated remotely with the use of a communication
channel that allows the simultaneous transmission of sound, images and words,
in compliance with the requirements of effective regulations, including,
without limitation, the Rules of the Argentine Securities Commission.
In the case of Shareholders' meetings held remotely, the minutes will be
drafted and signed no later than five (5) business days after the date of the
Shareholders' Meeting, by the president of such meeting, by two shareholders
appointed for such purpose and by the representative of the Supervisory
Committee, who will state that all decisions have been lawfully adopted.
Subject to applicable law, the Company may hold Shareholders' Meetings: (i)
exclusively in person; (ii) exclusively remotely and/or, (iii) in mixed
format, admitting the simultaneous participation of the shareholders either in
person or remotely. Whenever shareholders are allowed to participate remotely,
the participating shareholders may be in any location, inside or outside the
jurisdiction of the Company's headquarters, inside or outside the country, and
the minutes shall state the participants, in what capacity they participated,
the place from which they are connected, and technical means used. The minutes
shall include the statements and tally the votes and abstentions of the
shareholders that participated in person and those that participated remotely.
The Supervisory Committee, through its representative at the meeting, shall
state for the record that all applicable legal requirements have been
fulfilled.
ARTICLE TWENTY-FOUR: Quorum and majority requirements shall be those provided ARTICLE TWENTY-FOUR: Quorum and majority requirements shall be those provided
under Sections 243 and 244 of law No. 19,550, depending on the type of under Sections 243 and 244 of law No. 19,550, depending on the type of
Shareholders' Meeting, whether it is a first call or a second call, and Shareholders' Meeting, whether it is a first call or a second call, and
depending on the items on the agenda, both for general Shareholders' Meetings depending on the items on the agenda, both for general Shareholders' Meetings
and for the Meetings of Shareholders of a given class, except for the quorum and for the Meetings of Shareholders of a given class, except for the quorum
requirement for Extraordinary Shareholders' Meetings on second call, which requirement for. In the case of remote or mixed Shareholders' Meetings, for
shall be deemed achieved irrespective of the number of voting shareholders the purpose of quorum and majorities, both shareholders that participate in
present at the meeting, except as provided below with respect to the treatment person and/or remotely shall be counted.
and approval of the matters detailed under points 1) to (and including) 4) of
this Article Twenty-Four. Equity increases above the thresholds provided under In the case of Extraordinary Shareholders' Meetings on second call, which
Section 188 of law No. 19,550 shall be approved at Extraordinary Shareholders' shall be deemed achieved such meeting shall be considered open irrespective of
Meetings, except as provided under Article Four, point (b). Only for as long the number of voting shareholders present at the meeting-whether they
as the "Class C" common shares represent no less than 5% of the aggregate participate in person and/or remotely-, except as provided below with respect
equity of the Company, the following matters shall necessarily be approved at to the treatment and approval of the matters detailed under points 1) to (and
an Extraordinary Shareholders' Meeting (for which purpose, quorum on second including) 3) 4) of this Article Twenty-Four. Equity increases above the
call shall require the presence of voting shares representing no less than 50% thresholds provided under Section 188 of law No. 19,550 shall be approved at
of the aggregate equity of the Company): (1) the merger, spin-off, Extraordinary Shareholders' Meetings, except as provided under Article Four,
reorganization, winding-up and/or voluntary liquidation of the Company and/or point (b). Only for as long as the "Class C" common shares represent no less
the Relevant Operating Companies that shall result in (i) the transfer to a than 5% of the aggregate equity of the Company, the following matters shall
third party of assets owned by the Company and/or by Relevant Operating necessarily be approved at an Extraordinary Shareholders' Meeting (for which
Companies, or (ii) the increase in the interest held by a third party in the purpose, quorum on second call shall require the presence of voting shares
equity of the Company and/or the Relevant Operating Companies, in either case, representing no less than 50% of the aggregate equity of the Company, either
through the transfer of assets and/or the increase in the participation in the in person and/or remotely depending on the form of the relevant Shareholders'
equity of the Company for a value of more than (a) one hundred million dollars Meeting): (1) the merger, spin-off, reorganization, winding-up and/or
(USD 100,000,000) or its equivalent in another currency, and (b) 6.67% of the voluntary liquidation of the Company and/or the Relevant Operating Companies
Company's Capitalization Value; (2) the issuance of shares of the Company or that shall result in (i) the transfer to a third party of assets owned by the
securities convertible into shares that represent the equity of the Company Company and/or by Relevant Operating Companies, or (ii) the increase in the
(except with respect to such shares that, in the event of a vote in favor of interest held by a third party in the equity of the Company and/or the
an equity capital increase, the shareholders decide to issue in order to give Relevant Operating Companies, in either case, through the transfer of assets
them to employees of the Company or of one or more of its subsidiaries, and/or the increase in the participation in the equity of the Company for a
pursuant to Article Six, and except if they are shares and/or convertible value of more than (a) one hundred million dollars (USD 100,000,000) or its
securities issued in a public offering in which all such shares and/or equivalent in another currency, and (b) 6.67% of the Company's Capitalization
securities are subscribed by persons that are not shareholders of the Company) Value; (2) the issuance of shares of the Company or securities convertible
(i) when such subscription by third parties that are not shareholders, or by into shares that represent the equity of the Company (except with respect to
shareholders that are not Original Holders of shares of the Company in such shares that, in the event of a vote in favor of an equity capital
exercise of their preemptive (but not accretion) rights, shall result in a increase, the shareholders decide to issue in order to give them to employees
gross amount for the Company (and in the case of options or warrants, the sum of the Company or of one or more of its subsidiaries, pursuant to Article Six,
of their exercise prices) that for each fiscal year as a whole exceeds the and except if they are shares and/or convertible securities issued in a public
greater of: (a) one hundred million US dollars (USD 100,000,000), or its offering in which all such shares and/or securities are subscribed by persons
equivalent in another currency or (b) 6.67% of the Company's Capitalization that are not shareholders of the Company) (i) when such subscription by third
Value, (ii) except for "Class A" shares, securities that entitle their holder parties that are not shareholders, or by shareholders that are not Original
to more than one vote per share to the extent permitted by applicable Holders of shares of the Company in exercise of their preemptive (but not
legislation, or (iii) in respect of which the Company's shareholders do not accretion) rights, shall result in a gross amount for the Company (and in the
have preemptive rights; and (3) the amendment of these Bylaws. The Supervisory case of options or warrants, the sum of their exercise prices) that for each
Committee shall certify, at the request of the shareholders at a Shareholders' fiscal year as a whole exceeds the greater of: (a) one hundred million US
Meeting or of any shareholder, that the amounts involved in the operations or dollars (USD 100,000,000), or its equivalent in another currency or (b) 6.67%
transactions approved at the Shareholders' Meeting do not exceed the amounts, of the Company's Capitalization Value, (ii) except for "Class A" shares,
percentages and/or coefficients detailed under this Article Twenty-Four. The securities that entitle their holder to more than one vote per share to the
certification of the Supervisory Committee shall be fully valid vis a vis extent permitted by applicable legislation, or (iii) in respect of which the
third parties, notwithstanding the liability of its members if they acted Company's shareholders do not have preemptive rights; and (3) the amendment of
knowing that those amounts, percentages and/or coefficients had been exceeded. these Bylaws. The Supervisory Committee shall certify, at the request of the
For purposes of this Article Twenty-Four, the term "Relevant Operating shareholders at a Shareholders' Meeting or of any shareholder, that the
Companies" means any subsidiary directly or indirectly controlled by the amounts involved in the operations or transactions approved at the
Company, with assets or EBITDA representing more than 20% of the Company's Shareholders' Meeting do not exceed the amounts, percentages and/or
consolidated assets or consolidated EBITDA; "EBITDA" means the consolidated coefficients detailed under this Article Twenty-Four. The certification of the
net income for the fiscal year as per the consolidated statement of income, Supervisory Committee shall be fully valid vis a vis third parties,
plus or minus the interest expense or interest income deducted from or added notwithstanding the liability of its members if they acted knowing that those
to the calculation of net income, plus income tax deducted for the calculation amounts, percentages and/or coefficients had been exceeded. For purposes of
of net income, plus depreciation and amortization deducted for the calculation this Article Twenty-Four, the term "Relevant Operating Companies" means any
of net income, and minus or plus extraordinary or non-recurring income or subsidiary directly or indirectly controlled by the Company, with assets or
expenses added to or deducted from the calculation of net income; and the EBITDA representing more than 20% of the Company's consolidated assets or
"Company's Capitalization Value" means the amount obtained from multiplying consolidated EBITDA; "EBITDA" means the consolidated net income for the fiscal
the number of the Company's outstanding common shares as of the date of the year as per the consolidated statement of income, plus or minus the interest
relevant transaction, by the average closing price resulting from the daily expense or interest income deducted from or added to the calculation of net
trading volume of the Company's common shares on whatever stock exchange that income, plus income tax deducted for the calculation of net income, plus
in the previous year was the main market in which the Company's common shares depreciation and amortization deducted for the calculation of net income, and
were traded during the twenty (20) calendar days of trading immediately minus or plus extraordinary or non-recurring income or expenses added to or
preceding the twentieth day prior to the closing of the relevant transaction. deducted from the calculation of net income; and the "Company's Capitalization
Value" means the amount obtained from multiplying the number of the Company's
outstanding common shares as of the date of the relevant transaction, by the
average closing price resulting from the daily trading volume of the Company's
common shares on whatever stock exchange that in the previous year was the
main market in which the Company's common shares were traded during the twenty
(20) calendar days of trading immediately preceding the twentieth day prior to
the closing of the relevant transaction.
The motion is submitted to a vote and approved unanimously. Next [the Board]
considers the second point of the agenda: 3) Calling of an Extraordinary
Shareholders' Meeting. The President states that, as decided above and
pursuant to applicable statutory rules, the Board must-and he so motions-call
an Extraordinary Shareholders' Meeting for 9 September 2022, at 12.30 on first
call, to be held remotely, in order to consider the following points of the
agenda: 1) Decision to hold the shareholders' meeting remotely; 2) Appointment
of two (2) shareholders to sign the meeting minutes; 3) Amendment of articles
twenty-one, twenty-two, twenty-three and twenty-four of the Company's Bylaws.
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 statutory publications. 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 (mailto: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.
Finally, the President asks Mr. Carlos A. P. Di Candia to speak. As president
of the Supervisory Committee, [Mr. Di Candia] states that Héctor M. Aranda,
Ezequiel H. Magnetto, Felipe Noble Herrera, Francisco Pagliaro, Alberto C. J.
Menzani, y Andrés G. Riportella participated by video-teleconference using
the Microsoft Teams system and voted according to applicable rules on the
points of the agenda of this meeting pursuant to article sixteen of the
Company's Bylaws. With no further items to discuss, the meeting is adjourned
at 14.00 hours.
Signatories:
Directors: Jorge C. Rendo, Ignacio R. Driollet, y Horacio E. Quirós.
Syndic: Carlos A. P. Di Candia
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