REG - Grupo Clarin S.A. - GCLA Responds to Shareholder Information Request

Grupo Clarin SAAnnouncement

07/04/2022 17:00

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RNS Number : 7047H  Grupo Clarin S.A.  07 April 2022

 

 

GRUPO CLARIN S.A.

Grupo Clarín Responds Shareholder Request for Additional Information

 

On 7 April 2022, Grupo Clarín S.A. (the "Company") informed the Argentine
Securities Commission and the Buenos Aires Stock Exchange that it had
exchanged additional 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, 7 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

 

Re: Shareholders' Meeting of 18.04.22. Request for additional information.

 

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 5 April 2022.

 

Below, as requested, is a detail of the evolution of the Company's Legal
Reserve since its creation and to date, specifying its current composition and
its movements.

 

 Legal Reserve                                                                   Amount        % of Equity + Equity Adjustment  Observations
 Balance in Financial Statements as of 31/12/1999                                -             0.0%
 Balance in Financial Statements as of 31/12/2000                                -             0.0%                             The result of the irregular year 1999 was negative
 Balance in Financial Statements as of 31/12/2001                                -             0.0%                             As of 12-2000 the Company had negative retained earnings
 Balance in Financial Statements as of 31/12/2002                                -             0.0%                             As of 12-2001 the Company had negative retained earnings
 Balance in Financial Statements as of 31/12/2003                                -             0.0%                             As of 12-2002 the Company had negative retained earnings
 Balance in Financial Statements as of 31/12/2004                                -             0.0%                             As of 12-2003 the Company had negative retained earnings
 Balance in Financial Statements as of 31/12/2005                                -             0.0%                             As of 12-2004 the Company had negative retained earnings
 Balance in Financial Statements as of 31/12/2006                                -             0.0%                             As of 12-2005 the Company had negative retained earnings
 Balance in Financial Statements as of 31/12/2007                                -             0.0%                             As of 12-2006 the Company had negative retained earnings
 Creation of legal reserve resolved at the Annual Ordinary Shareholders'         10,410,117
 Meeting held on 24 April 2008
 Balance in Financial Statements as of 31/12/2008                                10,410,117    1.7%
 Allocation to legal reserve resolved at the Annual Ordinary Shareholders'       13,137,065
 Meeting held on 23 April 2009
 Balance in Financial Statements as of 31/12/2009                                23,547,182    3.9%
 Allocation to legal reserve resolved at the Annual Ordinary Shareholders'       14,507,327
 Meeting held on 22 April 2010
 Balance in Financial Statements as of 31/12/2010                                38,054,509    6.4%
 Allocation to legal reserve resolved at the Annual Ordinary Shareholders'       26,685,724
 Meeting held on 28 April 2011
 Balance in Financial Statements as of 31/12/2011                                64,740,233    10.8%
 Allocation to legal reserve resolved at the Annual Ordinary Shareholders'       23,912,434
 Meeting held on 26 April 2012
 Balance in Financial Statements as of 31/12/2012                                88,652,667    14.8%
 Allocation to legal reserve resolved at the Annual Ordinary Shareholders'       24,057,630
 Meeting held on 25 April 2013
 Balance in Financial Statements as of 31/12/2013                                112,710,297   18.9%
 Allocation to legal reserve resolved at the Annual Ordinary Shareholders'       6,750,470
 Meeting held on 29 April 2014
 Balance in Financial Statements as of 31/12/2014                                119,460,767   20.0%
 Balance in Financial Statements as of 31/12/2015                                119,460,767   20.0%
 Balance in Financial Statements as of 31/12/2016                                119,460,767   20.0%
 Grupo Clarín Spinoff process (1 May 2017)                                       (75,081,092)
 Balance in Financial Statements as of 31/12/2017                                44,379,675    20.0%
 Restatement of initial balance in terms of purchasing power as of 31/12/2018    37,392,184
 Balance in Financial Statements as of 31/12/2018                                81,771,859    3.3%
 Reversal of Legal Reserve resolved at the Annual Ordinary Shareholders'         (81,771,859)
 Meeting held on 30 April 2019
 Balance in Financial Statements as of 31/12/2019                                -             0.0%                             As of 12-2018 the Company had negative retained earnings
 Balance in Financial Statements as of 31/12/2020                                -             0.0%                             As of 12-2019 the Company had negative retained earnings
 Balance in Financial Statements as of 31/12/2021                                -             0.0%                             As of 12-2020 the Company had negative retained earnings

 

 

·      In the event that [the shareholders] were to consider creating or
allocating any amount to other reserves, we need a clear and detailed
explanation of the reasons and convenience, expressing if such [creation or
allocation] is reasonable and responds to a prudent administration, pursuant
to Article 66, par. 3 and 70 of the General Companies Law

 

As shown in the "Proposal of the Board of Directors" included in the Annual
Report corresponding to the accounting documents required under Art. 237 par.
1 of the General Companies Law that was duly published on the Financial
Information Highway (AIF) the Board of Directors has proposed that all
retained earnings as of 31 December 2021 be allocated to replenish the Legal
Reserve pursuant to the CNV Rules (Art 5, Chapter III, Section II, Title IV).

 Retained Earnings - Board Proposal    Amount         % of Equity + Equity Adjustment
 Replenish legal reserve               1,039,043,355  13.46%

 

 

 

 

 

 

 

 

 

 

 

 

·      We hereby request that you specify whether the Company has any
restriction to the distribution of dividends that applies at the time of this
Shareholders' Meeting.  If a distribution of dividends will be considered, we
ask that you inform in what term and under which methodology (in cash, in
kind)

The Company is not under any restriction to distribute dividends other than
the one imposed by the General Companies Law, which provides that dividends
may not be distributed until the legal reserve has been replenished.

 

·      Given that Resolution No. 777/18 of the CNV points out that the
distribution of profits must be considered in the currency as of the date of
that the Shareholders' Meeting is held by applying the price index
corresponding to the month immediately preceding such meeting, we ask that you
confirm if the proposal informed in this response will be restated. In such
case, indicate the index applied to the calculation and the updated amounts.

 

The informed proposal will be restated pursuant to CNV Resolution No. 777/18
in the currency as of the date of the Shareholders' Meeting by applying the
price index corresponding to the month immediately preceding the meeting,
which has not yet been published at this time.

We hereby state for the record that this response will be uploaded onto the
AIF for the knowledge of all shareholders of the Company.

 

We are at your disposal to make any clarifications that you may deem relevant.

 

Sincerely,

 

/s/ Samantha L. Olivieri

 

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