REG - Grupo Clarin S.A. - Grupo Clarin Calls Annual Shareholders' Meeting

Grupo Clarin SAAnnouncement

11/03/2022 08:45

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RNS Number : 4967E  Grupo Clarin S.A.  11 March 2022

 

GRUPO CLARIN S.A.

Grupo Clarín Calls Annual Shareholders' Meeting

 

On 10 March 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 Company's Annual Ordinary Shareholders' Meeting for 18 April 2022 at
15.00 on first call and 28 April 2022 at 15.00 on second call, at the
Company's headquarters located on Calle Piedras 1743, City of Buenos Aires.

 

The Meeting's agenda will be the following: "1) Appointment of two (2)
shareholders to sign the meeting minutes; 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; 3)
Consideration of the performance of the members of the Board of Directors; 4)
Consideration of the compensation of the members of the Board of Directors for
the economic year ended 31 December 2021 of Ps. 59,122,565 (aggregate
compensation), exceeding by Ps. 2,934,724 the cap of FIVE PER CENT (5%) of
computable net income provided under Article 261 of Law No. 19.550 and its
regulations, in the case of a proposal not to distribute dividends; 5)
Authorisation to the Board of Directors to pay advances on compensation for
economic year 2022 to directors who 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; 6)
Consideration of the performance of members of the Supervisory Committee; 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; 8)
Consideration of the application of the Company's Retained Earnings as of 31
December 2021, which amounted to Ps. 1,039,043,335. The Board of Directors
proposes [that the Company] allocate all retained earnings as of 31 December
2021 to replenish the Legal Reserve pursuant to CNV Rules (Art. 5º, Chapter
III, Section II, Title IV); 9) Appointment of the members and alternate
members of the Board of Directors; 10) Appointment of the members and
alternate members of the Supervisory Committee; 11) Approval of the annual
budget of the Audit Committee; 12) Consideration of the fees of the External
Auditor for the economic year ended 31 December 2021; 13) Appointment of the
Company's External Auditor.

 

At the meeting, the Board of Directors of the Company recommended the
appointment as external Auditor of the Company's financial statements for the
year ended 31 December 2022 of the firm Price Waterhouse & Co. S.R.L
(PWC), with Mr. Reinaldo Sergio Cravero acting as certifying accountant and
Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono acting as
alternate certifying accountants, all of them members of the firm Price
Waterhouse & Co. S.R.L (PWC). The Board also resolved to set the budget of
the Company's Audit Committee at Ps. 1,500,000 for the fiscal year ended 31
December 2022.  At the meeting the Board also considered the Company's
Integrated Annual Report, which included as a separate Exhibit the Company's
Corporate Governance Report, Financial Statements and other information
corresponding to the fiscal year ended 31 December 2021 and took note of the
Audit Committee's action plan for 2022 and annual report for fiscal year 2021.

 

Attached below as Exhibit A is a free translation of the minutes of the
meeting of the Board of Directors held on 10 March 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/Clare Gallagher

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. 501:  In the City of
Buenos Aires, on the 10(th) day of the month of March 20212, at 18.00 hours,
pursuant to the provisions of Article Sixteen of the Bylaws, the Board of
Directors of Grupo Clarín S.A. the directors Messrs. Jorge Carlos Rendo,
Héctor Mario Aranda, Ignacio Rolando Driollet, Horacio Eduardo Quirós and
Felipe Noble Herrera meet participating in person and Ms. Alma Rocío Aranda
and Messrs. Francisco Pagliaro, Horacio Ezequiel Magnetto, Andrés Riportella,
and Lorenzo Calcagno using the video-teleconference system Microsoft Teams.
Pursuant to the dispositions of Decree N° 297/20, its extensions and
complementary regulations, the members of the Supervisory Committee, Ms.
Adriana E. Piano and Messrs. Mr. Hugo Lopez, Mr. Carlos A. P. Di Candia also
participate by video-teleconference. The Directors that participate by
video-teleconference do so, some from the City of Buenos Aires and some from
the Province of Buenos Aires, while Ms. Alma Rocío Aranda participates
connected from Sherborne, United Kingdom. Having sufficient quorum, the
President of the Company, Dr. Jorge C. Rendo, opens the meeting and submits
the first point of the agenda to the consideration of those present: 1)
Consideration of the Annual Report ("Integrated Annual Report"), which
includes as a separate Exhibit, the Corporate Governance Report, Financial
Statements and other information corresponding to the fiscal year ended 31
Decemeber 2021. Mr. Rendo speaks and submits to the consideration of those
present the Annual Report (together with its Exhibit updated "Corporate
Governance Report"), the Company's financial statements (which include the
Comprehensive Statement of Income, Financial Statement, Statement of Changes
in Shareholders' Equity, Statement of Cash Flows and Notes, parent company
only and consolidated) corresponding to the fiscal year ended 31 December
2021, prepared according to the effective regulations on the subject and
Technical Resolutions No. 26 and No. 29 of the Argentine Federation of
Professional Councils in Economic Sciences, as well as the report prepared
pursuant to the rules of the Argentine Securities Commission ("CNV"). In
addition, he submits to the consideration of the Directors the information in
addition to the Notes to the financial statements required by the CNV and by
the Listing Rules of Bolsas y Mercados Argentinos ("BYMA") prepared by the
Board of Directors.  The financial statements that are submitted to the
consideration of the Board were prepared by the Company's Management, applying
the International Financial Reporting Standards ("IFRS") and in particular,
the accounting policies described under Note 2 to the consolidated and the
parent only financial statements of the Company.  As of 31 December 2021,
certain current investments were valued at reasonable value, with the criteria
detailed under Note 2.21 of the consolidated financial statements.  Taking
into account that the documents were delivered to the Directors and Members of
the Supervisory Commission prior to the holding of the meeting for their
analysis, the President motions specifically that this Board approve the said
financial statements as of 31 December 2021, the additional information
provided under the Listing Rules of BYMA and rules of the CNV and the Annual
Report ("Integrated Annual Report") and its separate Exhibit "Corporate
Governance Report" so that they may be filed with the Buenos Aires Stock
Exchange and the CNV.  The motion is submitted to a vote and is approved
unanimously. The transcription of the Annual Report ("Integrated Annual
Report") and its separate Exhibit "Corporate Governance Report" [as part of
these meeting minutes] are omitted given that they will be transcribed onto
the Book of Inventory and Balance Sheets of the Company.  Next, the
President, Dr. Jorge Rendo submits to the consideration of those present the
second point of the agenda: 2) Acknowledgment of the Action Plan of the Audit
Committee for fiscal year 2022 and of the Audit Committee's Report for fiscal
year 2021.  The President continues to speak and states that the Audit
Committee sent to the Board of Directors, pursuant to applicable law, the
Action Plan for fiscal year 2022 as well as its Annual Report relating to the
handling [by the Audit Committee] during the fiscal year ended 31 December
2021, of the issues under [such committee's] responsibility as set forth under
article 110 of Law No. 26,831 and in the relevant Rules of the CNV,  so that
they may be duly filed with the Buenos Aires Stock Exchange and the CNV.
Therefore, the President motions that the Board of Directors acknowledge the
Action Plan of the Audit Committee for fiscal year 2022 as well as its Annual
Report corresponding to the fiscal year ended 31 December 2022. The motion is
submitted to a vote, approved unanimously, so that [the Board of Directors]
takes note of the content of the Annual Action Plan and the Annual Report of
such committee unanimously. Next, the President submits to the consideration
of the Board the third point of the agenda: 3) Calling of a General Annual
Ordinary Shareholders' Meeting.  Director Mr. Héctor Aranda asks to speak
and expresses that, as a result of the above resolutions and pursuant to
applicable legal rules and the Company's bylaws, the Board must call a General
Annual Ordinary Shareholders' Meeting and therefore he motions specifically
that a General Annual Ordinary and Extraordinary Shareholders' Meeting be
called for 18 April 2022 at 15.00 on first call and 28 April 2022 at 15.00 on
second call, at the Company's headquarters located on Calle Piedras 1743, City
of Buenos Aires in order to consider the following agenda: 1) Appointment of
two (2) shareholders to sign the meeting minutes; 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;
3) Consideration of the performance of the members of the Board of Directors;
4) Consideration of the compensation of the members of the Board of Directors
for the economic year ended 31 December 2021 of Ps. 59,122,565 (aggregate
compensation), exceeding by Ps. 2,934,724 the cap of FIVE PER CENT (5%) of
revenues provided under Article 261 of Law No. 19.550 and its regulations, in
the case of a proposal not to distribute dividends; 5) Authorisation to the
Board of Directors to pay advances on compensation for economic year 2022 to
directors who 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; 6) Consideration of the
performance of members of the Supervisory Committee; 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; 8) Consideration of
the application of the Company's Retained Earnings as of 31 December 2021,
which were of Ps. 1,039,043,335. The Board of Directors proposes [that the
Company] allocate all retained earnings as of 31 December 2021 to replenish
the Legal Reserve pursuant to CNV Rules (Art. 5º, Chapter III, Section II,
Title IV); 9) Appointment of the members and alternate members of the Board of
Directors; 10) Appointment of the members and alternate members of the
Supervisory Committee; 11) Approval of the annual budget of the Audit
Committee; 12) Consideration of the fees of the External Auditor for the
economic year ended 31 December 2021; 13) Appointment of the Company's
External Auditor.  Note: If as of the date set for the Shareholders' Meeting
due to legal obligations or the imposition of new sanitary restrictions the
meeting must be held remotely, it will be held using the video-teleconference
system Microsoft Teams, which will (a) guarantee free access to the meeting of
all shareholders, with a voice and a vote; (b) permit the simultaneous
broadcast of sound, images and words throughout the entire meeting; and (c) be
recorded on digital support.  In that case, the Company will send all
shareholders that notify their attendance to the e-mail address
Asamblea@grupoclarin.com (mailto:Asamblea@grupoclarin.com)  that the Company
will make available to them 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.  In addition, the Board also
resolves unanimously to authorize the President and/or the Vice President to
make the publications calling the shareholders' meeting as well as any
additional notices that may be required under applicable law. Next, the
President submits the fourth point of the agenda to the consideration of those
present: 4) Proposal for the appointment of External Auditors. Dr. Rendo
continues to speak and states that, pursuant to applicable law, at the next
General Annual Ordinary and Extraordinary Shareholders' Meeting, the
shareholders must consider the appointment of the external auditors.
Therefore, the President expresses the convenience of this Board proposing to
the shareholders the appointment of the firm Price Waterhouse & Co S.R.L.
(PWC) as External Auditors of the Company's financial statements for the year
ended 31 December 2022, with Mr. Reinaldo Sergio Cravero as certifying
accountant and Messrs. Ezequiel Luis Mirazón and Eduardo Alfredo Loiácono as
alternate certifying accountants, all of them members of the firm Price
Waterhouse & Co S.R.L. (PWC).  The motion is submitted to the
consideration of the Board and is approved unanimously.  In addition, this
decision will be informed to the Audit Committee so that it may issue its own
opinion pursuant to applicable law.  Next, the President submits the fifth
and last point of the agenda to the consideration of those present: 5) Budget
Proposal for the Audit Committee for Fiscal Year No. 24, ending on 31 December
2022. Mr. Driollet asks to speak and states that the Company has received a
note signed by Mr. Calcagno, in his capacity as Chairman of the Company's
Audit Committee, which contains such Committee's proposal in connection with
its annual budget to fulfil its purpose, which budget is estimated at Ps.
1,500,000, which must be considered by the shareholders at the Annual Ordinary
and Extraordinary Shareholders' Meeting. Taking into account the functions
provided for the Committee under applicable law, as well as the tasks detailed
in the Annual Action Plan for fiscal year 2022, the Board approves unanimously
to propose that the Shareholders set the annual Budget for the Audit Committee
at Ps. 1,500,000. Prior to ending the meeting, the President asks Mr. Carlos
A. P. Di Candia to speak and, in his capacity as President of the Supervisory
Committee, Mr. Di Candia states that Ms. Alma Rocío Aranda and Messrs.
Francisco Pagliaro, Horacio Ezequiel Magnetto, Andrés Riportella, and Lorenzo
Calcagno participated remotely and voted according to applicable rules on the
points of the agenda that were submitted to their consideration pursuant to
article sixteen of the Company's Bylaws.  With no further items to discuss,
the meeting is adjourned at 19.00 hours.

 

 

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