REG - Grupo Clarin S.A. - Response to Shareholder Information Request

Grupo Clarin SAAnnouncement

23/08/2022 07:00

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RNS Number : 8405W  Grupo Clarin S.A.  22 August 2022

 

 

GRUPO CLARIN S.A.

Grupo Clarín Responds Shareholder Information Request

 

On 22 August 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
Extraordinary Shareholders' Meeting to be held on 9 September 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, 22 August 2022

 

To the Shareholder of

Grupo Clarín S.A.

National Social Security Administration (ANSES)

Fondo de Garantía de Sustentabilidad

 

Attn: Directorate-General for Strategic Management and Corporate Affairs -
General Director Mr. Director Benjamín Navarro - Dir. of Corporate Affairs
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 19 August 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.

 

 GC Dominio S.A.                    28,226,683(*)    Class "A" common, nominative, non-endorsable shares  26.44%  64.24%
 Anses (FGS)                        9,609,365(**)    Class "B" book-entry shares                          9.00%   4.37%
 ELHN Grupo Clarín New York Trust   28,377,302 (**)  Class "B" book-entry shares                          26.58%  12.92%
 HHM Grupo Clarín New York Trust    12,446,303 (**)  Class "B" book-entry shares                          11.66%  5.67%
 GS Unidos LLC                      9,345,777 (*)    Class "C" common, nominative, non-endorsable shares  8.75%   4.25%
 Remainder of Class B shares        18,770,574(***)  Class "B" book-entry shares                          17.58%  8.54%

 

(*) 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
Extraordinary Shareholders' Meeting for 9 September 2022 at 12.30 PM on first
call.

 

The minutes of the Board of Directors dated as of 2 August 2022 that calls an
Extraordinary 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 2925507.

 

3)   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.

 

4)   With respect to the following points of the agenda, we request:

 

 

 a. (Point 1) Decision to hold the shareholders' meeting remotely.

 

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, the link and way to access the
system, together with instructions about the development of the meeting.

 

b. (Point 2) Appointment of two shareholders to execute the meeting minutes.

 

The Company has not received any proposals in connection with this point of
the agenda.

 

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.

 

c. (Point 3) Amendment of articles twenty-one, twenty-two, twenty-three and
twenty-four of the Company's Bylaws.

 

Given the experience during the 2020 and 2021 with the holding of remote
shareholders' meetings as admitted, temporarily, by the Argentine Securities
Commission and, considering that, the holding of remote shareholders' meetings
when there was no provision in the bylaws in that regard can only be done
until the expiry date of the health emergency, which was extended until 31
December of the current year, 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, the Board of Directors deemed
appropriate to propose the shareholders 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 updated Bylaws of the Company are available to all shareholders under ID
No #505154 of the AIF, which, together with the document available under ID No
#2793232 constitute the current Bylaws of the Company.

 

The final version of the proposed wording for each article is available, in a
comparative table against the current version is included in the minutes of
the Board of Directors that calls an Extraordinary Shareholders' Meeting,
which was made available to the general public through the AIF under Filing
2925507. The comparative table was submitted to the CNV, which has given its
administrative conformity with no observations. Attached is the report under #
F-2022-85396952-APN-GRC#CNV.

 

Finally, we state for the record that this response, together with your
request, shall be made available to the general public through 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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