Proposed Change in Allocation of Retained Earnings

GRUPO CLARIN S.A.

Grupo Clarín Board Proposes Change in the

Allocation of Retained Earnings

On 15 April 2015, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on that date the Company's Board of Directors held a meeting in which it considered and approved a motion to reconsider the application of the Company's Retained Earnings for the year ended 31 December 2014 that had been proposed in the Annual Report relating to the Company's Consolidated Financial Statements. The Board of Directors proposes that at the Annual Ordinary Shareholders' Meeting, the shareholders approve the allocation of part of the retained earnings for the year to the distribution of Ps. 250,000,000 as cash dividends, payable in two instalments, the first of which shall be of Ps. 125,000,000, to be paid within 30 days of the Shareholders' Meeting and the balance, i.e. Ps. 125,000,000, to be paid on 31 December of the current year or at an earlier date to be determined by the Board of Directors.

Attached below is a free translation of the minutes of the meeting of the Board of Directors held on 15 April 2015.

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]

FREE TRANSLATION

Minutes of the Meeting of the Board of Directors No. 311 : In the City of Buenos Aires, on the 14th day of the month of April 2015, at 18.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 1743, City of Buenos Aires, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino L. Herrero Mitjans, Héctor Mario Aranda, Ignacio R. Driollet, Lorenzo Calcagno, Alberto César Menzani, Luis María Blaquier and Sebastián Salaber and of the members of the Supervisory Committee Messrs. Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín, who sign below. The Chairman, Dr. Jorge C. Rendo, submits the following point of the agenda to the consideration of those present: "Consideration of a Change in the Proposal made by the Board of Directors in connection with the application of the Retained Earnings for the year ended 31 December 2014". The Chairman asks Mr. Urricelqui to speak, and Mr. Urricelqui states that, as informed in the Annual Report relating to the Consolidated Financial Statements for the year ended 31 December 2014, the circumstances that gave rise to the creation and funding of the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services still continue. Notwithstanding the above, taking into account that (i) Arte Radiotelevisivo Argentino S.A. and other subsidiaries of the Company would approve the distribution of dividends at their respective shareholders' meetings, (ii) that some subsidiaries could, if necessary, refinance in full or in part the maturities of their bank indebtedness that occur during this year, and (iii) given that the first three months of the year have gone by with a good performance and the generation of cash in some lines of business, this Board of Directors may determine more accurately the amount of funds that the Company's subsidiaries may require, as well as the flow of funds necessary to face the maturities on their bank indebtedness. For that reason, it would seem advisable that the Board of Directors-for the benefit of the Shareholders-revise the proposal for the allocation of the retained earnings for 2014 that was made in the Annual Report, and consequently, [Mr. Urricelqui] motions to distribute cash dividends of Ps. 250,000,000 (Pesos two hundred fifty million), payable in two instalments, the first of which shall be of Ps. 125,000,000 (Pesos one hundred twenty five million), to be paid within 30 days of the Shareholders' Meeting and the balance, i.e. Ps. 125,000,000 (Pesos one hundred twenty five million), to be paid on 31 December of the current year or at the earlier date to be determined by the Board of Directors. He continues to speak and states that it is worth explaining that, as of the date when it had made the proposal that was included in the Annual Report relating to the Consolidated Financial Statements, the Board of Directors did not have confirmation of the dividend distribution proposals that would be made by the Company's subsidiaries, except for Cablevisión S.A., and neither did it know at that time, how advanced the conversations were between the subsidiaries and banks to refinance, if necessary, the maturities of their bank indebtedness for the current year. This sum of circumstances that are now confirmed, allow [the Board] to conclude that the Company can resort to this distribution of cash dividends without compromising a reasonable and prudent management of contingencies and level of liquidity that is in accordance with the Company's operations. For this reason, Mr. Urricelqui proposes that part of the retained earnings of the year be applied to the Distribution of Cash Dividends (in the amounts and on the dates detailed above), and that the balance be allocated to the Optional Reserve to Provide Financial Aid to Subsidiaries and in Connection with the Audiovisual Communication Services Law. The motion is submitted to the vote [of the Directors] and is approved unanimously. The Board also requests that the Chairman communicate the change proposed by the Board of Directors to the Shareholders immediately, pursuant to applicable law. With no further items to discuss, the meeting is adjourned at 19.00 hours.

Signors for the Board of Directors:Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César José Menzani, Luis María Blaquier and Sebastián Salaber.

Signors for the Supervisory Committee: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán, y Pablo San Martín,