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Annual Ordinary Shareholders' Meeting

6th May 2014 07:01

RNS Number : 2650G
Grupo Clarin S.A.
06 May 2014
 

 

 

GRUPO CLARIN S.A.

Grupo Clarín Holds Annual Ordinary Shareholders' Meeting

 

On 30 April 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 29 April 2014 the Company had held its Annual Ordinary Shareholders' Meeting, with a quorum of 98.03% of the Company's issued and outstanding capital stock and 99.04% of the votes, at which the shareholders had decided as follows:

 

1) Appointment of two shareholders to draft and sign the meeting minutes.

 

By majority vote, the shareholders decided that the meeting minutes be drafted and signed by the representatives of the shareholders Aranlú S.A. and GC Dominio S.A. The Company registered 559,821,351 affirmative votes and 25,866,395 negative votes.

 

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. 15, ended 31 December 2013.

 

By majority vote, the shareholders approved the accounting documents corresponding to economic year No. 15, ended 31 December 2013, which had been made available to the shareholders pursuant to applicable law with sufficient anticipation. Reading of the documents was omitted. The Company registered 559,821,351 affirmative votes and 25,866,395 negative votes.

 

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

 

By majority vote, the shareholders approved the performance of the members of the Board of Directors during the economic year ended on 31 December 2013. The Company registered 551,623,614 affirmative votes, 25,866,395 negative votes and 8,197,737 abstentions, the latter corresponding to Mr. José A. Aranda.

 

4) Consideration of the compensation of the members of the Board of Directors for the economic year ended 31 December 2013. Authorisation to the Board of Directors to pay advances on compensation for economic year 2014, 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.

 

By majority vote, the shareholders approved (i) the waiver of their fees proposed by the Directors appointed by the Class A shares, (ii) the payment of Ps. 9,971,248 as gross aggregate compensation for the performance of technical-administrative functions to Messrs. Alejandro Urricelqui, Jorge Rendo and Pablo Casey, who are employees of the Company and paid for their work by way of salaries, (iii) the payment of Ps. 1,120,286 to the independent Directors appointed by the Class B Shares and Ps. 1,120,286 to Directors Luis María Blaquier and Ralph Booth as fees, and (iv) the authorisation to the Board to pay advances on fees for the economic year 2014 subject to the decision of the shareholders at the next shareholders' meeting at which the compensation of the members of the Board of Directors is considered. The Company registered 559,746,411 affirmative votes, 25,866,385 negative votes and 74,940 abstentions.

 

5) Consideration of the performance of members of the Supervisory Committee.

 

By majority vote, the shareholders approved the performance of the members of the Supervisory Committee during the economic year ended on 31 December 2014. The Company registered 559,821,351 affirmative votes and 25,866,395 negative votes.

 

6) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2013. Authorisation to the Board of Directors to pay advances on compensation for economic year 2014, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered.

 

By majority vote, the shareholders approved the payment of Ps. 250,000 to each member of the Supervisory Committee as compensation for the work done. The Board of Directors was authorised to pay advances on fees for economic year 2014, subject to the decision of the shareholders at the next shareholders' meeting at which the compensation of the members of the Supervisory Committee is considered. The Company registered 559,746,411 affirmative votes, 25,866,385 negative votes and 74,940 abstentions.

 

7) Consideration of the application of the Company's Retained Earnings as of 31 December 2013, which are of Ps.479,831,556. The Board of Directors proposes the following allocation: i) to the Legal Reserve Ps. 6,750,470; ii) to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law Ps.233,081,086 and iii) to the distribution of cash dividends Ps.240,000,000, payable in two instalments, the first of which shall be of Ps.80,000,000, due within the 30 days immediately following the Shareholders' Meeting, and the second instalment of Ps.160,000,000, payable on or before 31 December 2014.

 

By majority vote, the shareholders approved to allocate i) to the Legal Reserve Ps. 6,750,470; ii) to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law Ps.233,081,086 and iii) to the distribution of cash dividends Ps.240,000,000, payable in two instalments, the first of which shall be of Ps.80,000,000, due within the 30 days immediately following the Shareholders' Meeting, and the second instalment of Ps.160,000,000, payable on or before 31 December 2014. The Company registered 559,821,351 affirmative votes and 25,866,395 abstentions.

 

8) Appointment of the members and alternate members of the Board of Directors.

 

The shareholders' meeting held its session as special shareholders' meeting of the common Class A, Class B and Class C shares, respectively and in that order, with sufficient quorum. Unanimously, Messrs. Alejandro Alberto Urricelqui, Jorge Carlos Rendo, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda and Ignacio Rolando Driollet were appointed as Directors for the "Class A" shares and Messrs. Martín Gonzalo Etchevers, Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo and Horacio Eduardo Quiros were appointed as Alternate Directors for the "Class A" shares, with a note on the minutes stating that all of the Directors proposed by the Class A shares are non-independent. At the special meeting of the Class B shareholders, the shareholders approved, by majority vote (with 151,407,256 affirmative votes, 29,147,161 negative votes and 74,940 abstentions) the appointment of Messrs. Lorenzo Calcagno and Alberto César Menzani as Directors for the "Class B" shares and Messrs. Carlos Rebay and Luis Germán Fernández as Alternate Directors for the "Class B" shares, with a note on the minutes stating that all of the Directors proposed by the Class B shares are independent. At the special meeting of the Class C shareholders, the shareholders approved unanimously to appoint Messrs. Luis María Blaquier and Jorge Ignacio Oria as Directors for the "Class C" shares and Messrs. Sebastián Salaber and Francisco Saravia as Alternate Directors for the "Class C" shares, with a note on the minutes stating that all of the Directors proposed by the Class A shares are non-independent.

 

9) Appointment of the members and alternate members of the Supervisory Committee.

 

The shareholders' meeting held its session as special shareholders' meeting of the common Class A shares, the Class A and Class B shares (acting as a single class), and Class C shares. As special shareholders' meeting of the Class A shares, the shareholders approved unanimously to appoint Mr. Raúl Antonio Morán as syndic for the "Class A" shares and Mr. Hugo Ernesto López as alternate syndic for that Class, with a note on the minutes stating that both qualify as independent under the Rules of the CNV. At the special shareholders' meeting of Class A and Class B shares acting as a single class, by majority vote (with 230,668,326 affirmative votes, 25,866,395 negative votes and 74,940 abstentions) the shareholders appointed Mr. Carlos Alberto Pedro Di Candia as syndic and Mr. Miguel Angel Mazzei as alternate syndic appointed by the "Class A" and "Class B" shares, with a note on the minutes stating that Messrs. Di Candia and Mazzei qualify as independent under the Rules of the CNV. At the special shareholders' meeting of the Class C shares, the shareholders approved unanimously to appoint Mr. Pablo San Martín as syndic and Mr. Rubén Suarez as alternate syndic for the "Class C" shares, with a note on the minutes stating that Messrs. San Martín and Suárez qualify as independent under the Rules of the CNV.

 

10) Approval of the annual budget of the Audit Committee.

 

The shareholders approved unanimously the sum of Ps. 500,000 as the annual budget for the Audit Committee.

 

11) Consideration of the fees of the External Auditor for the economic year ended 31 December 2013.

 

The shareholders approved unanimously the sum of Ps. 1,738,000 as fees for the external auditor for the tasks performed during the economic year ended on 31 December 2014.

 

12) Appointment of the Company's External Auditor.

 

By majority vote, the shareholders approved the appointment as External Auditor of the Company of Mrs. Teresita Mabel Amor, as head auditor and Mr. Alejandro Pablo Frechou, as alternate auditor, both partners of the Firm PRICE WATERHOUSE & CO. S.R.L. for the year ended on 31 December 2014. The Company registered 559,821,351 affirmative votes and 25,866,395 abstentions.

 

Enquiries:

 

In Buenos Aires:

Alfredo Marín/Agustín Medina Manson

Grupo Clarín

Tel: +5411 4309 7215

Email: [email protected] 

 

In London:

Alex Money

Jasford IR

Tel: +44 20 3289 5300

Email: [email protected] 

 

In New York:

Melanie Carpenter

I-advize Corporate Communications

Tel: +1 212 406 3692

Email: [email protected]

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
RAGLLFLEEFIEIIS

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