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REG - Grupo Clarin S.A. - GCLA Calls Extraordinary Shareholders’ Meeting

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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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