10th Mar 2014 07:22
GRUPO CLARIN S.A.
Grupo Clarín Responds Shareholder Information Request
On 7 March 2014, 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 20 March 2014.
Attached as Exhibits A and B, respectively, are free translations of the shareholder's request and the Company's response.
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]
EXHIBIT A
FREE TRANSLATION
"2014 - Year in Honour of Admiral Guillermo Brown, on the Bicentennial of the Naval Combat of Montevideo"
Ministry of Economy and Public Finance
Secretariat of Economic Policy and
Development Planning
NOTE DNEPE No. 054/14
RE: FILE-S01: 0035584/2014
Extraordinary Shareholders' Meeting of GRUPO CLARIN S.A. of 20/03/2014.-
BUENOS AIRES, 25 FEB 2014
MISTER CHAIRMAN:
I am pleased to address You in connection with the Extraordinary Shareholders' Meeting of GRUPO CLARIN S.A. to be held on 20 March 2014 at 15.00 hours in the Autonomous City of Buenos Aires.
In order to have all the information necessary to issue the vote corresponding to this shareholder, I ask that you furnish the information relating to the following points, duly signed by the legal representative or a duly authorised person:
1. Executed copy of the Minutes of the Board of Directors that calls the Extraordinary Shareholders' Meeting;
2. Copy of the latest version of the restated Bylaws;
3. With respect to the following points, we request the following:
a. (Point 2) Consideration of Resolution No. 193/AFSCA/2014 issued by the Audiovisual Communication Services Law Federal Enforcement Authority;
We request copy of Resolution No. 193/AFSCA/2014. We also request the proposal and all information referred to this point.
b. (Point 3) Instruction to the Board of Directors of the Company to begin with the implementation of the Proposal to Conform [to Law No. 26,522] (Plan de Adecuación), including the proposal of the transactions and corporate reorganizations required to such end;
We request copy of the proposal and information relating to this point, detailing the transactions and procedures to be followed.
c. (Point 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;
We request proposal and information relating to this point.
d. (Point 5) Appointment of representatives of the Company to vote in favour of the Proposal at the subsidiaries' shareholders meetings.
We request proposal and information relating to this point.
Note: We will not receive any documentation that is not duly signed by the legal representative or duly authorised person.
This Note is issued pursuant to and in accordance with the powers vested on the SECRETARIAT OF ECONOMIC POLICY AND DEVELOPMENT PLANNING (SPEyPD) by Decree No. 1278/12, which in turn, pursuant to SPEyPD Resolution No 110/12 delegated on the National Direction of Companies with State Participation (DNEPE), the power to request information and access the books and documents of companies, communicate attendance to Ordinary, Extraordinary and Special Shareholders' Meetings and any other communication necessary to exercise shareholder rights, among other powers and attributions.
Sincerely,
/s/ Lic. Cristian Girard
National Director of Companies with State Participation
26 FEB 2014
EXHIBIT B
FREE TRANSLATION
Buenos Aires, 7 March 2014.
Mr. Shareholder of
Grupo Clarín S.A.
Administración Nacional de la Seguridad Social (ANSES)
By Hand
Attn: Lic. Cristian Girard
Dear Sir,
I, Jorge C. Rendo, in my capacity as Chairman of Grupo Clarín S.A. (hereinafter, interchangeably, the "Company" or "Grupo Clarín") hereby address You in response to your request of information, issued by means of a letter that was received at the headquarters of the Company on 26 February 2014.
Pursuant to Law No. 19,550 of Business Companies, we respond to that information request as follows:
1) Executed copy of the Minutes of the Board of Directors that calls the Extraordinary Shareholders' Meeting: such minutes, with due identification of the signors was made available to the general public through the Autopista de Información Financiera ("AIF") [online electronic disclosure system used by public companies] on 18.2.14 under ID No. 4-212713-D. Notwithstanding the above, we enclose herein copy of such minutes.
2) Copy of the latest version of the restated Bylaws: The Company's bylaws were made available to the general public on the AIF on 30.10.2007 under ID No. 4-85482-D. Notwithstanding the above, we enclose herein copy of the bylaws.
3) a. Point 2: Resolution No. 193/AFSCA/2014 was made available to the general public on the AIF under the tab for "Relevant Facts" on 18.2.2014 under ID No. 4-212705-D. You will also find this information on the Company's website www.grupoclarin.com under the tab "Investor Relations" in the Section entitled "Press Releases" under the title "AFSCA Resolution", uploaded on 18.2.14. Notwithstanding the above, we enclose herein copy of the resolution.
The Board will recommend shareholders to approve Resolution No. 193/AFSCA/2014 issued by AFSCA, which declares formally admissible the Proposal to Conform [to Law No. 26,522] (Plan de Adecuación) submitted by the Company.
b. Point 3: In connection with this point of the agenda, the Board will recommend shareholders, based on the decision adopted under Point 2 of the Agenda, to instruct the Board to begin with the tasks of implementation of the Proposal to Conform [to Law No. 26,522] (Plan de Adecuación). Thus, the Board will recommend that the Shareholders instruct the Board and vest it with powers, under the broadest definition permitted by law, to consider, carry out and submit to the competent authorities, all transactions and/or corporate reorganisations that it may consider more adequate and convenient under the circumstances to such end, and with the result [of such actions], to call a new Shareholders' Meeting to consider and approve [such implementation].
c. Point 4. The Board will recommend that the Shareholders ratify the approval granted by the Board at its meeting of 1 November 2013, which resumed after suspension on 3 November 2013, with respect to the Adjustment Task Force appointed at the Meeting of the Board of Directors of 14 November 2012, and which produce the Proposal that was declared formally admissible by AFSCA on 18.02.14.
d. Point 5. In connection with this point of the agenda, and consistently with the decision that may be adopted under Point 3 of the Agenda, the Board will recommend that the Shareholders appoint the persons who, on behalf of the Company, will participate and vote at the Shareholders' Meetings of [the Company's] subsidiaries, or, if applicable, that the Shareholders delegate that appointment on the Board.
We hereby state for the record that this response, together with your request, will be made available to the general public through the AIF and the Buenos Aires Stock Exchange.
Sincerely,
/s/ Jorge C. Rendo
Related Shares:
GCLA.L