24th Mar 2014 07:00
GRUPO CLARIN S.A.
Grupo Clarín Holds Extraordinary Shareholders' Meeting
On 21 March 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 20 March 2014 the Company had held an Extraordinary 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 (2) 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 José Antonio Aranda and GC Dominio S.A. The Company registered 559,824,548 affirmative votes and 25,866,395 negative votes.
2) Consideration Resolution No. 193/AFSCA/2014 issued by the Audiovisual Communication Services Law Federal Enforcement Authority.
By majority vote, the shareholders decided to take note of Resolution No. 193/AFSCA/2014 issued by the Audiovisual Communication Services Law Federal Enforcement Authority that approves the entire content-including the reservations that were stated therein-of the Proposal submitted by the Board of Directors of the Company [to conform the Company to Law No. 26,522], which in the Board's opinion best preserves the interests of the Shareholders. The Company registered 559,824,548 affirmative votes and 25,866,395 negative votes.
3) Instruction to the Board of Directors to begin with the implementation of the Proposal, including the proposal of those transactions and corporate reorganisations required to such end.
By majority vote, the shareholders decided to instruct the Board of Directors to begin with the implementation of the Proposal and granted the Board the broadest powers to consider, carry forward and submit to the competent authorities all such transactions and corporate reorganisations as the Board may deem most appropriate and convenient according to the circumstances, and once the Board has reached a result, that it call a shareholders' meeting for the shareholders to consider [such transactions and corporate reorganisations] and grant their corporate approval. The Company registered 584,512,193 affirmative votes and 1,178,750 negative votes.
4) Approval of the work done by the Adjustment Task Force. Granting of attorney powers to act before Courts of Justice and the relevant oversight agencies.
By majority vote, the shareholders approved the work done by the Adjustment Task Force and granted its members the broadest powers to analyse the steps and corporate actions required for the implementation of the Proposal, to make all the submissions that they may deem necessary before the Argentine Securities Commission, the National Antitrust Commission, the Trade Secretariat, Ministry of Economy, the AFSCA and other agencies as may be necessary to instrument all such aspects of the Proposal that require the prior authorisation of such agencies, and to instruct the Company's legal counsel to make all presentations in the litigations that are related to this matter. The Company registered 559,824,548 affirmative votes and 25,866,395 negative votes.
5) Appointment of representatives of the Company to vote in favour of the Proposal at the subsidiaries' shareholders meetings.
The shareholders approved unanimously the delegation on the Board of Directors of the appointment on the representatives of the Company to vote in favour of the Proposal at the subsidiaries' shareholders meetings. The motion was approved unanimously and the Company registered 585,690,943 affirmative votes.
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]
Related Shares:
GCLA.L