REG - Grupo Clarin S.A. - GCLA responds to shareholder information request
04/04/2022 07:00
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RNS Number : 0590H Grupo Clarin S.A. 03 April 2022
GRUPO CLARIN S.A.
Grupo Clarín Responds to Shareholder Information Request
On 1 April 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
Ordinary Annual Shareholders' Meeting to be held on 18 April 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 (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
Buenos Aires, 1 April 2022
To the Shareholder of Grupo Clarín S.A.
National Social Security Administration (ANSES)
Fondo de Garantía de Sustentabilidad
By Hand
Attn: Management Director for Corporate Affairs Mr. Director Benjamín Navarro
- Coordinator 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 15 March 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.
Grupo Clarín S.A.
Shareholder Shares Class of Equity Total
Shares Participation Votes
Class "A" common, nominative, non-
endorsable shares
GC Dominio S.A. 28,226,683(*) 26.44% 64.24%
Class "B" book-entry shares
Anses (FGS) 9,609,365(**) 9.00% 4.37%
ELHN Grupo Clarín New York Trust Class "B" book-entry shares
28,377,302 (**) 26.58% 12.92%
HHM Grupo Clarín New York Trust Class "B"
12,446,303 (**) book-entry shares 11.66% 5.67%
Class "C" common, nominative, non- endorsable shares
GS Unidos LLC 9,345,777 (*) 8.75% 4.25%
Class "B" book-entry shares
Remainder of Class B shares 18,770,574(***) 17.58% 8.54%
Total 106,776,004 100%(****) 100%(****)
(*) 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
Ordinary Shareholders' Meeting.
The minutes of the Board of Directors dated as of 10 March 2022 that calls an
Ordinary 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 2864124.
3) Composition of the Board of Directors (directors and alternate
directors) during fiscal year 2021 and current composition, with the dates on
which they were appointed and the term of their office; indicating, if
applicable, if there were resignations and inform the dates of
such resignations.
According to the minutes of the shareholders' meeting held for the appointment
of authorities on
30 April 2021 (Filing 2746212), minutes of the meeting of the Board of
Directors at which positions were allocated, held on the same date (Filing
2746339), the composition of the Board of Directors of the Company during
fiscal year 2021 was the following:
Chairman: Jorge Carlos Rendo; Vice-Chairman: Héctor Mario Aranda; Directors:
Felipe Noble Herrera, Alma Rocio Aranda, Horacio Ezequiel Magnetto, Francisco
Pagliaro, Lorenzo Calcagno, Andrés Gabriel Riportella, Horacio Eduardo
Quirós and Ignacio Rolando Driollet. Alternate Directors: Francisco Iván
Acevedo, Martín Gonzalo Etchevers, Patricia Miriam Colugio, Alberto Pedro
Marina, Eugenio Eduardo Sosa Mendoza, Marcelo Fernando Boncagni, Carlos Rebay,
Luis Germán Fernández, Lucas Puente Solari and Alfredo Enrique Kahrs.
The terms of office of all the above-mentioned directors and alternate
directors last one year.
During fiscal year 2021 none of the Company's directors (directors or
alternate directors) resigned or was replaced.
4) 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.
With respect to the following points of the agenda, we request:
a. (Point 1) Appointment of two shareholders to execute the meeting minutes.
The Company has not received any proposals in connection with this point of
the agenda.
b. (Point 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. 23 ended 31 December 2021.
The accounting documents corresponding to the fiscal year ended 31 December
2021 are available to the shareholders on the AIF-Filing #2864122-and on the
Company's website (www.grupoclarin.com (http://www.grupoclarin.com/) ) under
the tab "Investor Relations - Financial Statements".
We confirm that the financial statements corresponding to 31 December 2021
that are submitted to the consideration of the shareholders are expressed in
constant currency as of that date. For the restatement, [the Company] used the
Consumer Price Index (CPI) published by the INDEC, as set forth under note
2.1.1 to the parent-company only financial statements. The Company has
presented such financial statements in accordance with IAS 29 (Financial
Reporting in Hyperinflationary Economies) and pursuant to CNV Resolution No.
777/18 (published in the Official Gazette on 28 December 2018).
The evolution of the Company's payroll (the "Payroll") since 31 December 2018
to 31 December 2021 is the following:
GCSA Payroll
Dec - 2018 54
Dec - 2019 52
Dec - 2020 53
Dec - 2021 49
The corporate and technical service agreements of Grupo Clarín with related
companies are the following:
Company Purpose 2021 Value according to Term Renewal
Contract
Cablevisión Holding S.A. Rendering the following sevices: Ps. 9,000,000 12 Annual
per month months
(i) Information Technologies (IT);
(ii) administration;
(iii) control;
(iv) budget and business plan;
(v) human resources;
(vi) external relations;
(vii) strategic analysis.
Arte Gráfico Editorial Argentino S.A. Assistance and counselling services to the Board and managers through the Ps. 6,000,000 12 Annual
rendering of administration, finance, control, new businesses, human
resources, taxes, external relations, strategic analysis, computer, per month months
telecommunications, commercial and marketing
services.
Arte Radiotelevisivo Argentino S.A. Assistance and counselling services to the Board and managers through the Ps. 28,090,000 12 Annual
rendering of administration, finance, control, new businesses, human
resources, taxes, external relations, strategic analysis, computer, per month months
telecommunications,
commercial and marketing services.
Radio Mitre S.A. Assistance and counselling services to the Board and managers through the Ps. 6,000,000 12 Annual
rendering of administration, finance, control, new businesses, human
resources, taxes, external relations, strategic analysis, computer, per month months
telecommunications, commercial and marketing
services.
Telecor Comunicaciones SACI Assistance and counselling services to the Board and managers through the Ps. 910,000 per month 12 Annual
rendering of administration, finance, control, new businesses, human
resources, taxes, external relations, strategic analysis, computer, months
telecommunications, commercial and marketing
services.
Company Value accrued 2018 (*) Value accrued 2019 (*) Value accrued 2020 (*) Value accrued 2021 (*)
Cablevisión Holding S.A. Ps. 43,759,823 Ps. 58,454,384 Ps. 84,054,595 Ps. 137,542,531
Arte Gráfico Editorial Argentino S.A. Ps. 43,759,823 Ps. 64,914,550 Ps. 61,181,717 Ps. 85,488,787
Arte Radiotelevisivo Argentino S.A. Ps. 131,279,468 Ps. 204,590,343 Ps. 284,384,712 Ps. 400,230,006
Radio Mitre S.A. Ps. 43,759,823 Ps. 73,067,979 Ps. 112,072,793 Ps. 85,488,787
Telecor Ps. 5,834,643 Ps. 7,306,798 Ps. 9,806,369 Ps. 12,965,799
Comunicaciones SACI
Unir S.A. Ps. 17,503,929 Ps. 17,536,314 Ps. 16,810,919 Ps. 0
(*) Expressed in Constant Currency as of the Close of each fiscal year.
In addition, effective as from 1 January 2022 the Company has subscribed a
Technical Assistance Agreement with Cúspide Libros S.A.U for a value of Ps.
7,000,000 per month, with annual terms.
c. (Point 3) "Consideration of the performance of the members of the Board of Directors."
The composition of the Board of Directors of the Company is the one set forth
in our response to point 3, above.
As was stated in said point, there were no resignations to their positions by
any of the members of the Board of Directors during the fiscal year ended 31
December 2021.
With respect to the performance of the members of the Board of Directors, we
point out that, from the beginning of the pandemic, the Company has developed
its operations under the challenging circumstances that derive from such
pandemic, and that even though the audiovisual communication, radio and
graphic communication services, which comprise the main lines of business of
the Group, were excepted from the ASPO (Preventive and Mandatory Social
Isolation), the following impacts were manifested or are expected:
- decrease in the sale of advertising in the various media that form the
Group, mainly due to cuts made by clients to their advertising budgets in
spite of gradual recovery starting in September 2020, as was the case of Arte
Radiotelevisivo Argentino S.A.;
- decrease in circulation, with an impact on subscriptions starting in the
second quarter of 2020;
- increase in late payment of receivables;
- the levels of television audience were affected by the lack of production of
certain prime time content, which were suspended as a result of the pandemic,
although starting in May 2021, content that normally generate the greatest
audience impact started to be restored;
- difficulties of various kinds that made operations more complex, such as:
• those related to the logistics of the transportation of collaborators,
artists and journalists;
• social distancing forced the reconfiguration of the format of
certain shows;
• the implementation of home office, principally for staff;
• the strict sanitisation, disinfection, and prevention protocols in the
Company's premises;
• the incorporation of technologies required to ensure the virtual presence
of the talents in the production of content.
In light of the above, among other matters under their competition, the Board
of Directors has continued to supervise, throughout this fiscal year and
adapting the execution of the new action plans tending to minimise the
above-mentioned effects, and to adapt to the country's and the Company's
subsidiaries markets' economic situation, for which purpose the Board met with
advisors and auditors.
In addition, the Directors continue to develop Social Responsibility practices
and supervising their fulfilment, supervising the fulfilment of the corporate
communication strategy, working actively on the governance structure.
Also, as explained when we answered your questions corresponding to the last
shareholders' meeting of the Company, the Directors who are members of the
Audit Committee have undertaken the analysis and study of the matters
submitted to their consideration, devoting themselves to the tasks of such
Committee pursuant to the Capital Markets Law. They also met with advisors and
auditors of the Company in order to have full knowledge of the matters that
had to be dealt with in such a peculiar year given the consequences that are
still derived from the pandemic. The Audit Committee's annual report that
presents its activity during the fiscal year ended 31 December 2021, dated 10
March 2022, was published on the AIF on 11 March 2022,
Filing #2864645.
As we do every year, below is a description of the technical-administrative
tasks performed by the Directors who are employees of the Company.
Mr. Jorge Carlos Rendo is the Corporate Director of External Relations.
His functions as Corporate Director of External Relations consist in
establishing, developing and maintaining relationships with the Company,
governmental agencies, professional associations, business chambers,
companies, universities, NGOs, National and International Press and
Communications entities; external professional groups. He is responsible for
the management of the organization's reputation. He develops plans, programs
and procedures aimed at strengthening the relations of the companies of Grupo
Clarín with the community, businesses, governmental agencies and other public
and private entities. He is responsible for the institutional relations of
Grupo Clarín and of all its companies with the National Government,
Provincial and municipal Governments, decentralised agencies, business
entities, public welfare entities, national and international Press
organisations, companies and individuals. He is also in charge of the design
of Corporate Social Responsibility policies and the design and implementation
of the corporate communications strategy to develop the image, the brands and
the relations of the company with society in the national and international
fields, guaranteeing a clear identity before the various interest groups.
Mr. Horacio Ezequiel Magnetto is a Governmental Affairs Analyst.
As Governmental Affairs Analyst his main function is to cooperate in the
maintenance of the relations of Grupo Clarín S.A. and its subsidiaries with
the various areas of the national, provincial and municipal governmental
administrations. For such purpose, he develops connections at all levels in
order to maintain a sustainable and long-term relationship. In addition, he is
also responsible for supporting the management of all matters that have to do
with the Government. For such purpose, he researches and analyses legislative
matters and other provisions that may affect the activities of the companies
that belong to Grupo Clarín S.A., prepares reports and presentations and
cooperates with the area manager in advising on and implementing projects
related to communication companies.
d. (Point 4) Consideration of the compensation of the members of the Board of Directors corresponding to the economic year ended 31 December 2021 for Ps. 59,122,565 (aggregate compensation), exceeding by Ps. 2,934,724 the limit of FIVE PER CENT (5%) of the revenues as provided under Article 261 of Law No. 19,550 and its implementing regulations, given the proposal not to distribute dividends."
The fee proposal made by the Board of Directors for the year 2021 is of Ps.
29,180,376 to be allocated among the directors who carried out
technical-administrative functions and/or special commissions and/or
independent directors. In that regard, we hereby state for the record that the
Company's Audit Committee issued an opinion dated 4 March 2022 with respect to
the reasonableness of the fee proposal made by the Board of Directors. Minutes
of such resolution were published on the AIF under Filing #2861324.
In addition to the above, the compensation for technical-administrative
functions developed by directors who are also employees were of Ps.
29,942,189.
The Chart of Allocations to the Board of Directors was submitted to the
Argentine Securities Commission through the AIF under Filing #2866955.
Messrs. Jorge C. Rendo and Horacio Ezequiel Magnetto are employees and, as
such, are compensated with salaries. Pursuant to Article 75 of Decree No.
1023/2013 and Interpretative Criterion No. 45, the Company informed the CNV
through the AIF the individual compensation of Directors and Syndics as
restricted access information.
The members of the Audit Committee do not collect additional fees to be part
of such Committee.
Next, we provide the requested information about the global amounts approved
for fiscal years 2020, 2019 and 2018.
Grupo Clarín S.A. Compensation of the Approved 20182018 Approved 20192019 Approved 202020 Proposed 20212021
Board of Directors
Global Amount Ps. 35,403,930 Ps. 37,775,887 Ps. 44,920,826 Ps. 59,122,565
Number of Directors 10 10 10 10
Average amount per Ps. 3,540,393 Ps. 3,777,589 Ps. 4,492,083 Ps. 5,912,256
director - annual
Average amount per Ps. 295,033 Ps. 314,799 Ps. 374,340 Ps. 492,688
director - monthly
Nominal increase Ps. -8,439,738 Ps. 2,371,957 Ps. 7,144,939 Ps. 14,201,739
Percentage increase -19% 7% 19% 32%
Finally, for purposes of the application of Article 261 of the General
Companies Law, the Company followed the definition of computable revenues
included under Article 2 of Section I of Chapter III of the CNV Rules and
presented the chart included under Article 3 of the above- mentioned Section
and Chapter on 15 March 2022, Filing #2866955. As reflected in said chart, the
ratio between computable revenues and compensation was of 5.26%.
e. (Point 5) "Authorisation to the Board of Directors to pay advanced fees for the year 2022 to directors who perform technical-administrative functions and/or special commissions and/or are independent directors, subject to the decision of the shareholders at the next meeting that considers the compensation of the members of the Board of Directors".
The Board shall request the authorisation of the Shareholders to pay advanced
fees for the economic year 2022 to the members of the Board of Directors who
perform technical- administrative functions and/or special commissions and/or
are independent directors, subject to the decision of the shareholders at the
annual meeting that considers the compensation of the members of the Board of
Directors.
The Company has not received any proposal from the controlling shareholder in
that regard. With respect to the term, we estimate that-if
approved-compensation will be paid monthly taking into account, for purposes
of its allocation, the technical-administrative functions and/or special
commissions [in which the Director participates] and/or the independent nature
of the position.
f. (Point 6) "Consideration of the performance of members of the Supervisory Committee"
The members of the Supervisory Committee of Grupo Clarín S.A. appointed at
the General Annual Ordinary Shareholders' Meeting of the Company held on 30
April 2021 are the following:
Hugo E. López
Member
Carlos Alberto Pedro Di Candia Member
Adriana Estela Piano Member
Jorge J. J. de la Maria M de Hoz Alternate Member
Miguel Ángel Mazzei Alternate
Member
Silvia Andrea Tedín
Alternate Member
The duties of the syndics are specified in the General
Companies Law, Article 294. The members of the Supervisory Committee
during fiscal year 2021 have:
(i) overseen the management of the Company, examining the
books and such documents as they have judged convenient, at least once every
three (3) months;
(ii) verified in the same way and with the same regularity the
cash, cash equivalents and securities held by the Company as well as its
obligations and their fulfilment;
(iii) attended, through the videoconference system Microsoft
Teams, all the meetings of the Board of Directors, Audit Committee and
Shareholders' Meetings held remotely as a consequence of the rise of COVID 19
and the regulations issued as a result by the National Executive Branch and
the Argentine Securities Commission;
(iv) controlled the creation and maintenance of the
Directors' guarantees;
(v) presented quarterly and annual reports on the economic and
financial condition of the Company, and given their opinion on the Board's
annual report, the inventory and financial statements;
(vi) overseen that the corporate bodies have duly complied with
the law, bylaws and shareholders' decisions;
(vii) Provided assurance about the legality of the decisions
adopted at the meetings of the Board of Directors, Audit Committee and the
Shareholders in which they participated through the videoconference system
Microsoft Teams, and [the Company's] compliance with rules applicable to
remote meetings issued by the Argentine Securities Commission (CNV Resolution
No. 830/2020).
g. (Point 7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2021. Authorisation to the Board of Directors to pay advances on compensation for economic year 2022, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.
At the Annual Ordinary Shareholders' Meeting held on 30 April 2021, the
shareholders authorized the payment of advances to members of the Supervisory
Committee for up to an aggregate amount of Ps. 3,500,000. The amount advanced
per syndic during fiscal year 2021 was of Ps. 1,166,667.
To date, the Company has not receive an proposal from the controlling
shareholder with respect to the fees of the member of the supervisory
commission for the fiscal year 2022.
We provide the comparative information requested in the following table:
Grupo Clarín S.A. Compensation of the Approved 2018 Approved 2019 Approved 2020 Proposal 2021
Supervisory Commission Commission
Amount Ps. 2,322,000 Ps. 2,394,000 Ps. 2,403,000 Ps. 3,500,000
Number of syndics 3 3 3 3
Average annual amount Ps. 774,000 Ps. 798,000 Ps. 801,000 Ps. 1,166,667
per syndic
Averege monthly Ps. 64,500 66,500 Ps. 66,750 Ps. 97,222.25
amount per syndic
Nominal Increase - Ps. 72,000 Ps. 9,000 Ps. 1,097,000
Percentage Increase - 3.10% 0.38% 45.65%
With respect to advances, the Board of Directors will request authorization
for the payment of advances to the syndics, subject to the approval of the
shareholders at the shareholders' meeting at which they consider the documents
provided under Article 234 of the General Companies Law corresponding to the
year 2022. Notwithstanding the above, the controlling shareholder has not made
any proposal in that regard. If the payment of advances is approved by the
shareholders, the Board of Directors will determine the form of their
allocation.
h. (Point 8) Consideration of the application of the Company's Retained Earnings as of 31 December 2021, which were of Ps. 1,039,043,355. The Board of Directors proposes [that the Company] allocate all retained earnings as of 31 December 2021 to replenish the Legal Reserve pursuant to the Rules of the Argentine Securities Commission (Art 5º, Chapter III, Section II, Title IV)."
The proposal described in this point of the agenda has not been amended to
date.
i. (Point 9) "Election of the members and alternate members of the Board of Directors."
The Company has not received any proposal in connection with this point.
j. (Point 10) "Election of the members and alternate members of the Supervisory Committee."
The Company has not received any proposal in connection with this point. The
terms last for one fiscal year.
k. (Point 11) "Approval of the annual budget of the Audit Committee."
The Board proposed that the annual budget of the Audit Committee for the year
2022 be of Ps. 1,500,000 (Filing #2864124). The real amount used by the
Committee in fiscal year 2021 was of Ps. 1,200,000.
Following is the information requested.
Grupo Clarín S.A. Approved 2018 Approved 2019 Approved 2020 Proposal 2021
Audit Committee Budget
Global Amount Ps. 850,000 Ps. 900,000 Ps. 1,200,000 Ps. 1,500,000
Nominal Increase - Ps. 50,000 Ps. 300,000 Ps. 300,000
Percentage Increase - 6% 33% 25%
l. (Point 12) "Consideration of the fees of the External Auditor for the economic year ended 31 December 2021."
The proposed compensation to the external auditor, Price Waterhouse & Co.
S.R.L. for the year 2021 is of Ps. 8,430,000, corresponding to work relating
to:
- the issuance of its limited review report on the
financial statements, both individual and consolidated, for the interim
periods ended 31 March, 30 June and 30 September 2021, compared to the
previous year;
- the issuance of its audit report on the
parent-company only and consolidated financial statements as of 31 December
2021, compared to the previous year; and
- the issuance of its audit reports on the
consolidated financial statements as of 31 December 2021, compared to the
previous year, issued in the English language, to be filed with the LSE.
Following is the information requested.
Grupo Clarín S.A. Approved 2018 Approved 2019 Approved 2020 Proposal 2021
External Auditor Fees
Global Amount Ps. 3,421,000 Ps. 4,369,000 Ps. 5,377,000 Ps. 8,430,000
Nominal Increase - Ps. 948,000 Ps. 1,008,000 Ps. 3,053,000
Percentage Increase - 28% 23% 57%
(Point 13) "Appointment of the Company's External Auditor".
The Board of Directors of the Company has decided to propose to the
Shareholders (Filing #2864124) that the firm Price Waterhouse & Co. (PWC)
continue as the Company's External Auditors and that, if designated, certified
public accountants Reinaldo Sergio Cravero act as Auditor and Messrs. Ezequiel
Luis Mirazón and Eduardo Alfredo Loiácono act as Alternate Auditors, all of
them belonging to the firm Price Waterhouse & Co. (PWC). Their personal
and professional background are reflected in their affidavits, uploaded onto
the affidavits uploaded onto the AIF on 16 March 2022, Filing #2867351,
pursuant to Article 104 of the Capital Markets Law.
The Audit Committee of the Company has issued a favourable opinion with
respect to the appointment of the firm Price Waterhouse & Co. (PWC) as set
forth in the minutes of the meeting of said committee dated 14 March 2022,
uploaded onto the AIF under Filing #2866095
.
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.
We are at your disposal to make any clarifications that you may deem relevant.
Sincerely,
/s/ Samantha Lee Olivieri
Person Responsible for Market Relations
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