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Grupo Clarin S.A. (GCLA)

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Wednesday 17 April, 2019

Grupo Clarin S.A.

Response to Shareholder Information Request

RNS Number : 4555W
Grupo Clarin S.A.
17 April 2019
 

 

 

GRUPO CLARIN S.A.

Grupo Clarín Responds Shareholder Information Request

 

On 16 April 2019, 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 Ordinary Annual Shareholders' Meeting to be held on 30 April 2019.

 

Attached as Exhibit A is a free translation of the Company's response.

 

Enquiries:

 

In Buenos Aires:

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                                                                                                   

 

Buenos Aires, [  ] April 2019

 

To the Shareholder of

Grupo Clarín S.A.

National Social Security Administration (ANSES)

Fondo de Garantía de Sustentabilidad

By Hand

Attn: Coordinator of Corporate Affairs Mr. Ignacio Álvarez Pizzo

 

Dear Sir,

 

I, Agustín Medina Manson, in my capacity as Person in Charge of Relations with the Market 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 29 March 2019.

 

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 do not include the shareholder registry of Caja de Valores; instead plaese include a summary chart that specifies the percentages corresponding to the controlling shareholder and the float, by class of shares, total votes and total shares).

 

As reflected in the Annual Financial Statements of the Company as of 31.12.2018, its equity capital is of Ps. 106,776,004 represented by: 28,226,683 common, nominative, non-endorsable Class "A" shares, with a par value of Ps. 1 and entitled to five votes per share; 69,203,544 common, book-entry Class "B" shares, with a par value of Ps. 1 and entitled to one vote per share; and 9,345,777 common, nominative, non-endorsable Class "C" shares, with a par value of Ps. 1 and entitled to one vote per share.

 

The Company keeps a record of the Class A and Class C Shares.  According to that registry, GC Dominio S.A., controlling shareholder, holds 28,226,683 common, nominative, non-endorsable Class "A" shares, with a par value of Ps. 1 and entitled to 5 votes per share, representing 26.44% of the equity capital and 64.24% of the votes of the Company.  GS Unidos, LLC holds 9,345,777 common, nominative, non-endorsable Class "C" shares, with a par value of Ps. 1 and entitled to one vote per share, representing 8.75% of the equity capital and 4.25% of the votes of the Company.

 

The Registry of Class "B" shares is kept by Caja de Valores S.A. The float represents 20.26% of the equity capital and 9.85% of the votes of the Company.

 

2)   Executed copy of the Minutes of the Board of Directors that calls an Extraordinary Shareholders' Meeting.

 

We hereby state for the record that the Board of Directors has called an Ordinary Shareholders' Meeting and not an Extraordiary Shareholders' Meeting as indicated in the request. The minutes of the Board of Directors that calls an Ordinary Shareholders' Meeting, 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 26.3.2019 under ID No. 4-2453364-D. Notwithstanding the above, we enclose herein copy of such minutes.

 

3)   Current Composition of the Board of Directors (directors and alternate directors) with the dates on which they were appointed, and inform on the term of their office.

 

According to the minutes of the shareholders' meeting held on 19.4.18 (ID 4-570365-D) and minutes of the meeting of the Board of Directors at which positions were allocated, held on 25.04.2018 (ID 4-569154-D), the current composition of the Board of Directors of the Company is the following:

 

Chairman: Jorge Carlos Rendo; Vice-Chairman: Héctor Mario Aranda; Directors: Felipe Noble Herrera, Alma Rocio Aranda, Horacio Ezequiel Magnetto, Francisco Pagliaro, Lorenzo Calcagno, Alberto César José Menzani, María Florencia Pagliaro and Ignacio Rolando Driollet.  Alternate Directors: Francisco Iván Acevedo, Martín Gonzalo Etchevers, Patricia Miriam Colugio, Eloisa Prieri Belmonte, Eugenio Eduardo Sosa Mendoza, Marcelo Fernando Boncagni, Carlos Rebay, Luis Germán Fernández, Lucas Puente Solari and Horacio Eduardo Quirós. The terms of office of all of the abovementioned directors and alternate directors last one year.

 

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

 

a.   (Point 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. 19 ended 31 December 2018.

 

As indicated by You, the accounting documents corresponding to the economic year No. 20 ended on 31.12.18 is available to the shareholders on AIF (ID 4-2446672-D dated 11.03.19). We hereby also state for the record that they are available on the Company's website (www.grupoclarin.com.ar) under the tab "Investor Relations".

 

Considering that (i) the Company is subject to the public offering regime and (ii) the Argentine Securities Commission ("CNV") issued Resolution No. 777/18 (published in the Official Gazette on 28 December 2018), whereby issuers under the jurisdiction of the CNV must apply the restatement method in constant currency to the financial statements in accordance with the guidelines of IAS 29 (financial information in hyperinflationary economies), for the years / periods ended as from 31 December 2018, the Company has presented such financial statements in accordance with IAS 29, as detailed in the note to the financial statements for the year ended 31 December 2018 compared with the previous year.  In that regard, financial statements must be adjusted by applying a general price index, which has been determined by the Argentine Federation of Professional Councils of Economic Sciences (FACPCE, for its Spanish acronym) pursuant to Resolution No. 539/18.  Such index is determined based on the Wholesale Price Index ("IPIM", for its Spanish acronym) until 2016, except for the months of November and December 2015, when [the Company] applied the average change in the Consumer Price Index (CPI) of the Autonomous City of Buenos Aries, because during those two months there were no nationwide IPIM measurements.  Starting in January 2017, the Company considered the National Consumer Price Index (NationalCPI).

 

b.   (Point 3)  Consideration of the performance of the members of the Board of Directors.

 

Certain members of the Board of Directors carried out technical administrative functions.  These are Messrs. Jorge C. Rendo (during the entire year), Horacio Ezequiel Magnetto (since May 2018) Martín G. Etchevers and Horacio E. Quiros (both until April 2018)

 

The description of the technical administrative functions carried out by Messrs. Jorge C. Rendo, Martín Etchevers and Horacio Quirós have been included in the responses to the requests formulated by ANSES in the past.  Notwithstanding that, and as we did when we responded to the aforementioned request, we include it below:

 

Mr. Jorge Carlos Rendo is the Corporate Director of External Relations.

 

His functions as Corporate Director of External Relations consist in establishing, developing and maintaining relationships with the Company, governmental agencies, professional associations, business chambers, companies, universities, NGOs, National and International Press and Communications entities; external professional groups.  He is responsible for the management of the Company's reputation.  He develops plans, programs and procedures aimed at strengthening the relations of the companies of Grupo Clarín with the community, businesses, governmental agencies and other public and private entities.  He is responsible for the institutional relations of Grupo Clarín and of all its companies with the National Government, Provincial and municipal Governments, decentralised agencies, business entities, public welfare entities, national and international Press organisations, companies and individuals.  He is also in charge of the design of Corporate Social Responsibility policies and the design and implementation of the corporate communications strategy to develop the image, the brands and the relations of the company with society in the national and international fields, guaranteeing a clear identity before the various interest groups.

 

Mr. Horacio E. Quirós is the Director of Corporate Affairs.

 

As Director of Corporate Affairs he is responsible for the compliance by the Company and its subsidiaries, of all corporate aspects that require sound management and corporate governance.  He ensures compliance with all laws, procedures and riles that govern the creation of companies and the fulfilment of their corporate obligations.  He maintains fluid contact with members and authorities of corporate oversight agencies in order to fulfil his duties.  In addition, he maintains contact with lawyers, auditors, syndics and supervisory commissions.  He also participates in the boards of directors of several of the Company's subsidiaries and presides over some of them.  He advises and cooperates in the search for the greatest functional coherence of the organizational structure, seeking to ensure an effective articulation between each of the corporate areas, and their relationship and support of the business units.  He leads or participates in special projects.

 

Martin G. Etchevers is Manager of External Communications. 

 

Among his functions are the strategic planning and implementation of the corporate communication of Grupo Clarín.  Thus, he develops plans and programs to strengthen the reputation and image of the company and its brands, both nationally and internationally.  He is also responsible for the representation of Grupo Clarín before professional chambers and media companies. He also promotes and maintains institutional links with various companies, the media, government institutions and society as a whole.

 

Mr. Horacio Ezequiel Magnetto is a Governmental Affairs Analyst.

 

As Governmental Affairs Analyst his main function is to cooperate in the maintenance of the relations of Grupo Clarín S.A. and its subsidiaries with the various areas of the national, provincial and municipal governmental administrations.  For such purpose, he develops connections at all levels in order to maintain a sustainable and long term relationship. In addition, he is also responsible for supporting the management of all matters that have to do with the Government. For such purpose, he researches and analyses legislative matters and other provisions that may affect the activities of the companies that belong to Grupo Clarín S.A., prepares reports and presentations and cooperates with the area manager in advising on and implementing projects related to communication companies.

 

c.   (Point 4)  Consideration of the compensation of the members of the Board of Directors (Ps. 17,155,000 allocated amount) for the economic year ended 31 December 2018, which resulted in a loss under the Rules of the Argentine Securities Commission.

 

The fee proposal for the year 2018 is estimated at Ps. 17,155,000.

 

The amount proposed for technical administrative functions is estimated at Ps. 18,248,930.

 

All members of the Board of Directors collect fees.

 

Messrs. Jorge C. Rendo and Horacio Ezequiel Magnetto have performed technical administrative functions  and were compensated for such functions (compensation was not a fee advance). They also receive fees as members of the Board of Directors.  Messrs. Martín Etchevers and Horacio Eduardo Quirós-who were members of the Board until 19.4.2018-date on which the shareholders appointed new authorities-were compensated as such and received fees until such date.

 

The Directors who are members of the Audit Committee did not receive additional compensation to perform their functions as members of such committee.

 

Pursuant to Article 75 of Decree No. 1023/2013 and Interpretative Criterion No. 45, the Company informed the CNV through the AIF the individual compensation of Directors and Syndics as restricted access information.

 

The Chart of Allocations to the Board of Directors for the year ended 31.12.18 was submitted to the Argentine Securities Commission through the AIF (4-2455929-D, dated 1.4.2019).

 

As detailed above, some of the members of the Board of Directors have performed the technical administrative functions described above.  We also state for the record that the Shareholders decided, at the Annual Ordinary Shareholders Meeting held on 19.4.18, to approve the payment of advanced fees to the Directors.

 

The amount approved by the shareholders as Directors' fees for the year 2017 was of Ps. 15,132,000 and the amount paid for technical administrative functions was of Ps. 28,711,668.

 

The aggregate amount of Directors' fees, including compensation for the performance of technical administrative functions for the economic year 2017 approved by the Shareholders at the Annual Ordinary Shareholders' Meeting held on 19.4.18 was of Ps. 43,843,668.

 

d.   (Point 5)  "Authorisation to the Board of Directors to pay advanced fees for the year 2019, subject to the decision of the shareholders at the next meeting that considers the compensation of the members of the Board of Directors".

 

As was the case in the Annual Ordinary Shareholders' Meeting dated 19.4.2018, the Board shall request the authorisation of the Shareholders to pay advanced fees to the members of the Board of Directors, subject to the decision of the shareholders at the meeting that considers the documents provided under Article 234 of the General Companies Law corresponding to the year 2019.  The proposal for advanced fees for 2019 is estimated at Ps. 21,406,000.  With respect to the breakdown by director and by type of compensation, we expect that the exercise of the presidency and vice presidency, among other things, will be taken into account.

 

 

e.   (Point 6) "Consideration of the performance of members of the Supervisory Committee"

 

The members of the Supervisory Committee of Grupo Clarín S.A. appointed at the General Annual Ordinary Shareholders' Meeting of the Company held on 19.4.2018 are the following:

 

Hugo E. López                        Member

Carlos A. P. Di Candia            Member

Daniel Hirsch                          Member

Jorge de la M. M de Hoz         Alternate Member

Miguel Ángel Mazzei               Alternate Member

Adriana Estela Piano              Alternate Member

 

As presented in the response to the request made in connection with the annual shareholders' meetings of 2017 and 2018, the duties of the syndics are specified in the General Companies Law, Article 294.  In connection with the such duties, the members of the Supervisory Committee during fiscal year 2018 have: (i) overseen the management of the Company, examining the books and such documents as they have judged convenient, at least once every three (3) months; (ii) verified in the same way and with the same regularity the cash, cash equivalents and securities held by the Company as well as its obligations and their fulfilment; (iii) attended all the meetings of the Board of Directors and Shareholders' Meetings; (iv) controlled the creation and maintenance of the Directors' guarantees; (v) presented quarterly and annual reports on the economic and financial condition of the Company, and given their opinion on the Board's annual report, the inventory and financial statements; (vi) overseen that the corporate bodies have duly complied with the law, bylaws and shareholders' decisions.

 

 

f.    (Point 7) Consideration of the compensation of the members of the Supervisory Committee for the economic year ended 31 December 2018. Authorisation to the Board of Directors to pay advances on compensation for economic year 2019, subject to the decision of the shareholders at the next Shareholders' Meeting at which compensation of the members of the Supervisory Committee is considered

 

The proposal for advanced fees to members of the supervisory committee for the year 2019 is estimated at Ps. 967,500 for each member of the Supervisory Committee. The proposal for advanced fees approved for the year 2018 was of Ps. 774,000 for each member of the Supervisory Committee, as was duly informed to the CNV through the AIF as restricted access information, pursuant to Article 75 of Decree No. 1023/2013 and Interpretative Criterion No. 45.

 

The amount approved for the economic year 2017 by the Shareholders at the Annual Shareholders' Meeting held on 19.4.2018 was of Ps. 660,000 for each member of the Supervisory Committee, i.e. an aggregate of Ps. 1,980,000.

 

g.   (Point 8) Consideration of the application of the Company's Retained Earnings as of 31 December 2018, which had a negative result of  of Ps. 6,619,920,208. The Board of Directors proposes [that the Company] absorb the negative retained earnings pursuant to Article 11, Chapter III, Title IV of the Rules of the Argentine Securities Commission (as restated in 2013), as follows: i) by completely disaffecting the Optional Reserve for Future Dividends, for Ps. 2,270,048,609; ii) completely disaffecting the Optional Reserve due to Illiquid Results, for Ps. 1,216,090,908; iii) completely disaffecting the Optional Reserve for the Financial Assistance to Subsidiaries and Media Law, for Ps. 851,718,153; iv) completely disaffecting the Optional Reserve to Guarantee the Liquidity of the Company and its Subsidiaries, for Ps. 940,230,491; v) completely disaffecting the Legal Reserve, for Ps. 81,771,859 and, vi) partially disaffecting the Issuance Premium for Ps. 1,260,060,188.

 

First, we point out that the proposal of the Board of Directors that will be submitted to the consideration of the shareholders at this meeting is specified in the language of the point of the agenda.  As mentioned in the point of the agenda, Article 11 of Chapter III, Title IV of the Rules of the CNV (as restated in 2013) literally provides:

 

"For the absorption of the negative balance of the "Retained Earnings" account, as of the closing of the fiscal year to be considered by the shareholders, the following order of priority in the allocation of the balance shall be followed:

 

i. Reserved earnings (voluntary, provided in the bylaws and statutory, in that order);

ii. Equity contributions, as described in Article 3º Point 5.a) of this Chapter;

iii. Issuance premiums and negotiation premiums for treasury shares (when that category has a positive balance);

iv. Other equity instruments (when legal and feasible for the company);

v. overall equity adjustment; and

vi. equity capital."

 

In this respect, the proposal of the Board of Directors that will be considered by the shareholders is the absorption of the negative balance of the Retained Earnings in the order established in the aforementioned article.

 

h.    (Point 9) "Appointment of the members and alternate members of the Board of Directors".

 

To date the Company has not received any proposal from any shareholder with respect to the appointment of the members and alternate members of the Board of Directors. The term of office is one year.

 

i.    (Point 10) "Appointment of the members and alternate members of the Supervisory Committee".

 

To date, the Board has not received any proposal from any shareholder with respect to the appointment of the members and alternate members of the Supervisory Committee. The term of office is one year.

 

j.    (Point 11) "Approval of the annual budget of the Audit Committee".

 

The Board of Directors has proposed that the amount of the annual budget of the Audit Committee for fiscal year 2019 be of Ps. 900,000 (ID No. 4-2453364-D dated 26 March 2019).

 

We inform that the Ps. 850,000 amounts of the budget of the Audit Committee duly approved by the shareholders at the shareholders' meetings held on 19.4.2018 was fully executed.

 

k.   (Point 12) "Consideration of the fees of the External Auditor for the economic year ended 31 December 2018".

 

The proposed compensation to the external auditor, Price Waterhouse & Co. S.R.L., for the year 2018 is of Ps. 3,421,000, corresponding to work relating to:

 

-              the issuance of its limited review report on the financial statements, both individual and consolidated, for the interim periods ended 31 March, 30 June and 30 September 2018, compared to the previous year;

-              the issuance of its audit report on the individual and consolidated financial statements as of 31 December 2018, compared to the previous year; and

-              the issuance of its audit reports on the consolidated financial statements as of 31 December 2018, compared to the previous year, issued in the English language, to be filed with the LSE.

 

The amount for the year 2017 that you state was the one that was duly approved.

 

l.    (Point 13) "Appointment of the Company's External Auditor".

 

The Board of Directors of the Company has decided to propose to the Shareholders that the firm Price Waterhouse & Co. SRL continue as the Company's External Auditors and that certified public accountants Carlos Alberto Pace and Alejandro Javier Rosa, both belonging to the firm Price Waterhouse & Co. SRL (PWC) act as Auditor and Alternate Auditor, respectively.

 

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/ Agustín Medina Manson

Representative of Relations with the Market

 


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