REG - Grupo Clarin S.A. - GCSA Holds Shareholders' Meeting

Grupo Clarin SAAnnouncement

28/04/2023 18:30

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RNS Number : 9596X  Grupo Clarin S.A.  28 April 2023

 

 

GRUPO CLARIN S.A.

Grupo Clarín Holds Annual Ordinary Shareholders' Meeting

 

On 25 April 2023, Grupo Clarín S.A. (the "Company") informed the Argentine
Securities Commission and the Buenos Aires Stock Exchange that Company had
held its Annual Ordinary Shareholders' Meeting. The Shareholders' Meeting was
held remotely using Microsoft Teams. The Shareholders' Meeting was attended by
12 shareholders, 1 by himself and 11 represented by attorneys in fact,
representing 96.42% of the Company's issued and outstanding capital stock and
98.26% of the votes. At the meeting, the shareholders decided as follows:

 

Points to be considered prior to the Agenda:

 

1)   "Appointment of two (2) shareholders to sign the meeting minutes."

 

By majority vote, with 206,255,114 affirmative votes and 9,609,365 negative
votes), the shareholders resolved that the meeting minutes be signed by the
representative of the shareholder GC Dominio S.A. and the representative of
the shareholder HHM Grupo Clarín New York Trust.

 

2)   "Consideration of the documents set forth under Section 234, subsection
1 of Law No 19,550 and related laws, corresponding to economic year No. 24,
ended 31 December 2022."

 

Unanimously, with no abstentions, the shareholders approved the accounting
documents provided under Section 234, subsection 1 of the General Companies
Law corresponding to economic year No. 24 ended 31 December 2022.

 

3)   "Consideration of the performance of the members of the Board of
Directors."

 

Unanimously, with no abstentions, the shareholders approved the performance of
all members of the Board of Directors who were in office during the fiscal
year ended on 31 December 2022 and up to the date of the shareholders'
meeting.

 

4)   "Consideration of the compensation of the members of the Board of
Directors of Ps. 108,428,349 (allocated amount) for the economic year ended 31
December 2022 which yielded a computable loss, as defined in the Rules of the
Argentine Securities Commission."

 

Unanimously, with no abstentions, the shareholders approved an aggregate
amount of Ps. 108,428,349 as fees to the Board of Directors for the fiscal
year ended on 31 December 2022.

 

5)   "Authorisation to the Board of Directors to pay advances on
compensation for economic year 2023 to directors that perform technical
administrative functions and/or special commissions and/or independent
directors, subject to the decision of the shareholders at the next
Shareholders' Meeting at which compensation of the members of the Board of
Directors is considered."

 

Unanimously, (with 9,609,365 abstentions), the shareholders authorised the
Board of Directors to pay advances on fees for fiscal year 2023 to directors
that perform technical administrative functions and/or special commissions
and/or independent directors within the framework of the General Companies
Law, subject to the decision of the shareholders at the next shareholders'
meeting that shall consider compensation of the Members of the Board of
Directors.

 

6)   "Consideration of the performance of members of the Supervisory
Committee."

 

Unanimously, with no abstentions, the shareholders approved the performance of
all members of the Supervisory Committee during the fiscal year ended on 31
December 2022 and up to the date of the shareholders' meeting.

 

7)   "Consideration of the compensation of the members of the Supervisory
Committee for the economic year ended 31 December 2022."

 

Unanimously, (with 9,609,365 abstentions), the shareholders approved the
payment of Ps. 4,485,600 as fees to the members of the Supervisory Committee
for the economic year ended on 31 December 2022.

 

8)   "Authorisation to the Board of Directors to pay advances on
compensation for economic year 2023 subject to the decision of the
shareholders at the next Shareholders' Meeting at which compensation of the
members of the Supervisory Committee is considered."

 

Unanimously, (with 9,609,365 abstentions), the shareholders approved to
authorise the Board of Directors to pay advanced fees to the members of the
Supervisory Committee for fiscal year 2023, subject to the decision of the
shareholders at the next shareholders' meeting that shall consider
compensation of the members of the Supervisory Committee.

 

9)   "Consideration of the application of the Company's Retained Earnings as
of 31 December 2022, which yielded a negative result of Ps. 1,372,158,010. The
Board of Directors proposes [that the Company] absorb the negative result of
the economic year 2022 by partially reversing the Legal Reserve."

 

Unanimously, with no abstentions, the shareholders resolved to the retained
earnings (negative result) of the economic year 2022 by reversing the Legal
Reserve until such amount is completed.

 

10)  "Appointment of the members and alternate members of the Board of
Directors."

 

Unanimously, with no abstentions, the Class "A" shareholders appointed Messrs.
Jorge Carlos Rendo, Héctor Mario Aranda, Felipe Noble Herrera, Horacio
Ezequiel Magnetto, Francisco Pagliaro and Mrs. Alma Rocío Aranda as Directors
for the "Class A" shares and Messrs. Francisco Iván Acevedo, Verónica
Alejandra Beratz, Eugenio Eduardo Sosa Mendoza, Marcelo Fernando Boncagni,
Alberto Pedro Marina and Mrs. Patricia Miriam Colugio as Alternate Directors
for the "Class A" shares.  All of the directors appointed by the Class "A"
shares are non-independent.

 

By majority vote, with 55,358,136 affirmative votes, 417,786 negative votes
and 9,609,365 abstentions, the Class "B" shareholders elected Messrs. Alberto
César Menzani and Andrés Riportella as Directors for the "Class B" shares
and Messrs. Carlos Rebay and Luis Germán Fernández as Alternate Directors
for the Class "B" shares.  All of the directors appointed by the Class "B"
shares are independent.

 

Unanimously, with no abstentions, the Class "C" shareholders reelected Messrs.
Horacio Eduardo Quirós and Martín Gonzalo Etchevers as Directors for the
"Class C" shares and Messrs. Lucas Puentes Solari and Alfredo Enrique Kahrs as
Alternate Directors for the Class "C" shares. All of the directors appointed
by the Class "C" shares are non-independent.

 

11)  "Appointment of the members and alternate members of the Supervisory
Committee."

 

Unanimously, with no abstentions, the Class "A" shareholders appointed Mr.
Hugo Ernesto López and Mr. Jorge Jaime José de la María Martínez de Hoz,
respectively, as syndic and alternate syndic for the "Class A" shares. Messrs.
López and Martínez de Hoz qualify as independent under the Rules of the
Argentine Securities Commission.

 

By majority vote, with 83,923,965 affirmative votes, 9,609,365 negative votes
and 78,640 abstentions, the Class "A" and Class "B" shareholders, voting as a
single Class, appointed Messrs. Carlos Alberto Pedro Di Candia and Mr. Miguel
Angel Mazzei, respectively, as syndic and alternate syndic. Messrs. Di Candia
and Mazzei qualify as independent pursuant to the Rules of the Argentine
Securities Commission.

 

Unanimously, with no abstentions, the Class "C" shareholders appointed Mrs.
Alicia Estela Rota as syndic and Ms. Silvia Andrea Tedín as alternate syndic
for the Class "C" shares. Mrs. Rota and Mrs. Tedín qualify as independent
pursuant to the Rules of the Argentine Securities Commission.

 

12)  "Approval of the annual budget of the Audit Committee."

 

Unanimously, with no abstentions, the shareholders resolved to set at Ps.
2,800,000 as the annual budget for the functioning of the Audit Committee.

 

13)  "Consideration of the fees of the External Auditor for the economic year
ended 31 December 2022."

 

Unanimously, with no abstentions, the shareholders approved the sum of Ps.
14,520,000 as auditor's fees for tasks developed during the fiscal year ended
on 31 December 2022.

 

14)  "Appointment of the Company's External Auditor."

 

Unanimously, with no abstentions, the shareholders approved the appointment as
auditing firm of PRICE WATERHOUSE & CO. and Mr. Reinaldo Sergio Cravero as
head certifying accountant and Messrs. Ezequiel Luis Mirazón and Eduardo
Alfredo Loiácono as alternate certifying accountants, all of them members of
said firm.

 

 

Enquiries:

 

In Buenos Aires:

Samantha Olivieri

Grupo Clarín

Tel: +5411 4309 7104

Email: investors@grupoclarin.com

 

In London:

Alex Money

Jasford IR

Tel: +44 20 3289 5300

Email: alexm@jasford.com

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