Grupo Clarín S.A. Annual Report 2015

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FY2015 Annual Report · Grupo Clarín S.A.

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ANNUAL
REPORT 2015

Disclaimer

Some of the information in this Annual Report (the “Annual Report”) may contain projections or other

forward-looking statements regarding future events or the future financial performance of Grupo

Clarín. You can identify forward-looking statements by terms such as ”expect”, ”believe”, “anticipate”,

“estimate”, “intend”, ”will”, “could”, “may” or ”might”, the negative of such terms or other similar

expressions. These statements are only predictions and actual events or results may differ materially.

Grupo Clarín does not intend to or undertake any obligation to update these statements to reflect events
and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Many factors could cause the actual results to differ materially from those contained in Grupo Clarín’s

projections or forward-looking statements, including, among others, general economic conditions, Grupo

Clarín’s competitive environment, risks associated with operating in Argentina, a rapid technological and

market change, and other factors specifically related to Grupo Clarín and its operations.

The Annual Report and certain boxes and charts that include highlighted information for illustrative

purposes throughout this publication, include financial information as of and for the fiscal years ended

December 31, 2015 and 2014, which was extracted from the Consolidated and the Parent Only Financial

Statements as of December 31, 2015, presented on a comparative basis, and their related notes. The

Annual Report and the Highlights should be read in conjunction with such financial statements and

related notes, the report of Grupo Clarín’s independent accountants, Price Waterhouse & Co. S.R.L.,

Buenos Aires, Argentina (a member firm of PriceWaterhouseCoopers) relating to such financial

statements, and the report of Grupo Clarín’s Supervisory Committee.

Financial and Operational Highlights

2015 Macroeconomic Environment

Perspectives for the Upcoming Year

The Year 2015 and the Media Sector in Argentina and the World

Regulatory framework during 2015

The Company. Origin, Evolution and Profile

Grupo Clarín and its Business Segments in 2015

Supplementary Financial Information

CORPORATE GOVERNANCE, ORGANIZATION

AND INTERNAL CONTROL SYSTEM

Stock Information and Shareholder Structure

CABLE TELEVISION

AND INTERNET ACCESS

Programming, Cable Television and Internet Services

Commercialization and Customer Service

Competition

PRINTING

AND PUBLISHING

Arte Gráfico Editorial Argentino

Diario Clarín

Products

Internet

Other Newspapers

BROADCASTING

AND PROGRAMMING

ARTEAR

Radio Mitre

DIGITAL CONTENT

AND OTHERS

Digital Content

Other Services

Ferias y Exposiciones Argentinas

CORPORATE RESPONSIBILITY

AND SUSTAINABILITY

Our Commitment

The Voice of the People

Social and Sustainability Coverage

Promoting Involvement

Community Engagement and Social Advertising

Fostering Education and Culture

Media Literacy and Protection of Young Audiences

Excellence in Journalism Training

Our People

Environment

RISK FACTORS

BUSINESS PROJECTIONS AND PLANNING

ANNUAL
REPORT 2015

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2015

27,791.5

Net Sales 2015

FINANCIAL HIGHLIGHTS

(in million of ps.)
Net Sales
Adjusted EBITDA(1)
Adjusted EBITDA Margin(2)
Income for the period

2015

27,791.5

8,360.8

30.1%

2,915.9

2014

19,709.6

5,039.6

25.6%

1,345.5

YOY

41.0%

65.9%

17.7%

116.7%

(1) We define Adjusted EBITDA as net sales minus cost of

sales (excluding depreciation and amortization) and selling

and administrative expenses

(excluding depreciation

and amortization). We believe that Adjusted EBITDA is a

meaningful measure of our performance. It is commonly

used to analyze and compare media companies on the

basis of operating performance, leverage and liquidity.

Nonetheless, Adjusted EBITDA is not a measure of net

income or cash flow from operations and should not be

considered as an alternative to net income, an indication

of our financial performance, an alternative to cash flow

from operating activities or a measure of liquidity. Other

companies may compute Adjusted EBITDA in a different

manner; therefore, Adjusted EBITDA as reported by other

companies may not be comparable to Adjusted EBITDA as

we report it.

(2) We define Adjusted EBITDA Margin as Adjusted

EBITDA over Net Sales.

2015

3,532.6

Total consolidated
Subscribers 2015

OPERATING RESULTS
(in thousands)
Total Consolidated Subscribers(1)(3)
Total Internet Subscribers(1)
Circulation(1)
Audience Share %(2)
Prime Time
Total Time

3,532.6

2,025.9

261.7

37.3%

2015

2014

3,491.1

1,837.7

276.5

33.3%

30.4%

26.7%

(1) Figures in thousands.

(2) Share of broadcast TV audience according to IBOPE

for AMBA. Prime Time is defined as Monday through

Friday from 8 pm to 12 am. Total Time is defined as Monday

through Sunday from 12 pm to 12 am.

(3) Total subscribers consolidated following the same

consolidation methods used in the financial statements as

of each year end.

YOY

1.2%

10.2%

(5.3%)

12.2%

13.8%

8,360.8

Total EBITDA 2015

ADJUSTED EBITDA
(in maillion of ps.)
Cable TV and Internet access
Printing and Publishing
Broadcasting and Programming
Digital Content and Others
Subtotal
Eliminations

112.6

952.3

8,360.8

7,294.7

2015

1.3

Total

2014

4,693.7

(136.7)

495.5

(13.0)

5,039.6

YOY

55.4%

182.3%

92.2%

109.9%

65.9%

8,360.8

5,039.6

65.9%

2015 MACROECONOMIC
ENVIRONMENT

In 2015, the world economy grew by slightly more
than 3.0%, at a lower rate than in 2014, and also
lower than the original forecasts made by the
International Monetary Fund. From an historical
perspective, this growth rate has been the lowest
since 2010.

The deceleration
registered by emerging
economies as a whole (heavily influenced by
China's slowdown and the severe recessions
of major countries such as Russia, Brazil and
Venezuela) could not be offset by the better
performance, though relatively significant, of
developed countries.

In fact, even though emerging economies as
a whole once again registered above-average
growth, they grew at the lowest rate of the
last five years (approximately 4.0%). Growth in
(+1.9%), though slightly
developed countries
higher compared to 2014, did not offset the
slowdown registered by emerging countries and
undermined the growth rate of the world economy.

Of particular note to emerging economies is the
sharp slowdown registered by Latin-American
economies. As a result of the decline in the
value of export from this group of countries that
was caused by the drop in commodity prices, the
regional GDP has dipped into negative territory for
the first time since 2009.

For the Argentine economy, the above-mentioned
external scenario further limited the existing
scarcity of room for maneuver in economic policy
that resulted from the macroeconomic imbalances
brewed in the last years. The delicate external
scenario was reflected in Argentina mainly through
a further contraction in exports, even sharper than
in 2014. During 2015, export values decreased by
17% year-on-year, an aggregate contraction of
USD 16 billion. It should be noted that compared
to the record high registered in 2011, Argentine
exports have since then dropped by more than

USD 27.0 billion. During the year, the adjustment
of imports mitigated this decrease only in part,
creating a trade balance deficit (of USD 3.0 billion)
for the first time since 2000.

countries

emerging

In terms of economic policy, many commodity-
general
exporting
depreciated their currencies in real terms in order
to mitigate the effects of this negative external
shock. In contrast, and faced with the needs of an
election year, the National Government focused
its expansionary economic policy on depreciating
the Argentine peso against the US dollar at a
lower rate than inflation (in a context of general
appreciation of the US dollar against other
currencies), furthering the delay in the adjustment
of the tariffs of certain utilities and accelerating
the fiscal impulse with an emphasis on public
spending.

As a result of this unsustainable strategy, inflation
rates (surveyed by Ecolatina) decreased over
eleven months, from almost 36% at the end of
2014 to 25% in November. Both GDP and private
consumption registered a slight recovery from the
downturn experienced during 2014. However, the
Government achieved those figures at the expense
of further deepening other key imbalances. The
Government's decision to delay the adjustment
of the Ps./USD exchange rate did not generate
a higher demand for imported goods due to the
restrictions imposed on the domestic market,
but exacerbated the private sector's demand for
foreign currency for savings, international travel
and tourism. Due to the foregoing and to other
factors such as the meager trade balance surplus
and the larger interest payments on the country's
sovereign debt, the level of Central Bank reserves
decreased significantly
the year,
reaching approximately USD 25.0 billion at the end
of Cristina Fernández de Kirchner's Administration
(almost USD 6.5 billion below the level registered
at the end of 2014).

throughout

The state of the national public accounts, which
have been deteriorating uninterruptedly since
2005, worsened considerably. In fact, during
the year, the national primary deficit (without
counting remittances from the National Social
Security Administration
its
Spanish acronym - and the Central Bank) rose to
approximately 5.8% of GDP (approximately 7%
of GDP if payments of interest on the country's
sovereign debt are considered), well above the
figure for 2014. This figure is a record high since
2003, both in absolute and in relative terms, in
spite of the unprecedented tax pressure.

- “ANSES”,

for

The above-mentioned fiscal
imbalance was
mainly financed with the printing of currency. In
2015, the Central Bank issued a record high of
approximately Ps. 180.0 billion in order to aid the
National Treasury. Said financing in local currency
was coupled with the aid to the National Treasury
in foreign currency for more than USD 10.0 billion,
which were used to honor interest payments
on the country's sovereign debt. By the end of
November, the National Treasury's debt with the
Central Bank stood at approximately USD 65.0
billion.

last figures registered

in
According to the
September, the country's performing sovereign
debt (it is worth mentioning that these figures
do not consider the debt that was not included
in the exchange offers and the contingent debt
from the coupons of GDP-linked bonds) increased
to USD 240.0 billion (43.7% of GDP). Therefore,
the sovereign debt once again registered an
increase both in absolute and in relative terms
(with respect to GDP), as has been the case since
2012. The distinctive feature of the last few years
on this front has been the growing prominence
of public sector agencies (mainly the BCRA and
ANSES), which are currently the main creditors
of the country's sovereign debt. As of the above-
mentioned date, more than 60% of the country's
sovereign debt is held by these public agencies.

PERSPECTIVES FOR
THE UPCOMING YEAR

The outcome of the presidential elections that took
place on November 22 opened up a new political
cycle after 12 years of the Kirchner administration.
The new administration has inherited a stagnant
economy on several fronts, with a marked shortage
of investments and high-inflation levels carried over
from previous years, mainly as a consequence of
the significant delay in the adjustment of the Ps./
USD exchange rate brewed in the last years and the
serious imbalance in the country's public accounts.

To the above, we must add the capital depletion
of the Central Bank and of strategic sectors,
such as the energy sector, and the meddling with
government statistics, which make it imperative
that an audit be conducted in order to obtain a
proper diagnosis of the socio-economic situation.

Given the need to generate foreign currency, one
of the first economic policy measures implemented
by the new administration was the elimination of
export taxes on agricultural goods (with the only
exception of soybeans, where the tax rate was
reduced from 35% to 30%).

In addition, the Government implemented several
measures aimed at recapitalizing the Central Bank's
reserves, and raised the imputed interest rates of
the Central Bank Bills (LEBACs).

Once these measures were implemented, the
Government moved forward with the unification
of the exchange rate and the elimination of the
restrictions on the purchase of foreign currency by
individuals and/or legal entities (maintaining only
the limit of USD 2.0 billion/month). The free float
of the Ps./USD exchange rate turned out to be
in the last days of December less traumatic than
expected, reaching a first equilibrium under the
revised interest rates and without the intervention
of the monetary authority of approximately Ps./
USD 13.0 (24% nominal depreciation against the
Ps./USD 9.83 exchange rate prevailing before the
unification). As of the date of this Annual Report,
it is worth noting that the Ps./USD exchange rate
stands at approximately Ps./USD 15.0.

The recently announced fiscal program and inflation
targets for the 2016-2019 period provide for
paths of gradual unwinding of the inherited fiscal
imbalance and reduction of inflation levels. For
2016 in particular, it projects a primary fiscal deficit
of 4.8% of the GDP (one percentage point below the
level registered in 2015) and lower inflation rates
ranging from 20% to 25%.

Achieving the fiscal target is key to reducing fiscal
dominance over monetary policy and, hence, to
putting the Central Bank’s focus on the achievement
of the inflation target. In this sense, one of the
challenges the Government will have to face during
the first months of 2016 in order to reach the above-
mentioned target is curbing the impact on prices
as a result of the unification of the exchange rate,
minimizing the use of exchange rate policies to
such end. Argentine history shows that the abrupt
implementation of exchange rate corrections has
inflationary and recessive effects in the short term
higher than those verified in other countries of the
region, and if they are not mitigated, they may end
up eroding sooner rather than later the competitive
edge that was originally sought.

The foregoing is a broad summary of the complex
scenario the Argentine economy will have to face
on the domestic front during 2016. In addition,
the Argentine economy will also have to face
exogenous challenges, such as the renewed
downward pressure on the price of agricultural
commodities and the projected continuity of both
the severe recession in Brazil and the gradual
slowdown of the Chinese economy (both of them
are Argentina's main trading partners).

In summary, the normalization of the economy poses
a huge challenge. The restoration and maintenance
of the fundamental macroeconomic balances are
necessary steps for the Argentine economy to
be able to establish a sustained growth path and
resume with the agenda to reach the long-awaited
and up to now elusive higher stage of development.

THE YEAR 2015 AND THE
MEDIA SECTOR IN ARGENTINA
AND THE WORLD

During 2015, the performance of the global
media and entertainment sector maintained the
evolution registered in previous years, according
to the 2015-2019 Global Entertainment and Media
Outlook recently published by Price Waterhouse
& Co. The report analyses the current situation of
the main segments of the sector in 54 countries
and makes five-year forecasts. This sector's
consolidated revenues closed the year under
analysis with a rise similar to the one recorded
in 2014 (approximately 5%), which was greater
than worldwide GDP growth (approximately 3%
according to the IMF and the World Bank). The
figures corresponding to the sources of revenue
were heterogeneous, based on the varied sizes
and the degree of maturity of each of the markets
under analysis.

The Latin American region in particular registered
above-average growth, though lower than in
previous years. The key pillar of this performance
lies in the growth of the middle class in the large
majority of the countries of the region, which adds
new consumers to the media sector. The Río 2016
Olympic Games may have an impact on the region
in general and on Brazil in particular.

During the period under analysis and after
years of technological disruption, the minds of
consumers do not perceive significant differences
between digital and traditional technology, which
ultimately all represent a broader offering of
media, platforms and contents, thus generating
greater diversity. Companies no longer consider
the interaction between both ecosystems a zero-
sum game and have started to combine them to
attain new goals.

The
increased consumption of digital media
once again stood in the evolution revenues of
this sector. The businesses related to the digital
ecosystem continued to increase at a rate that
was significantly above average. Consequently,
consolidated digital revenues currently account
for slightly over 25% of the aggregate global
advertising pie, the second largest share after
broadcast TV, followed by print media advertising.
PWC estimates that over the course of the next
five years, consolidated digital revenues will
represent the main source of advertising revenues
mainly driven by mobile advertising.

The recurring emergence of new technologies
continues to transform society and to provide

a great opportunity both to digitally native
companies and to traditional companies, which
gradually continue to adapt to new media
consumption patterns. This great opportunity
entails huge challenges: those media companies
that are able to provide services and contents with
the best combination of user experience, quality,
access flexibility and customized contents and an
intuitive interaction with social networks will have
the greatest growth potential in the future.

Internet users have grown accustomed to having
immediate access to contents. The free access to
contents has compromised the sustainability of
various business models. In the last years some
companies have been able to build an audience
that is willing to pay for certain products. Even
though this model is difficult to implement, it
sets one of the paths to follow in the future. To
such end, it is important to know and recognize
consumers more effectively by using new
technologies, databases and digital metrics.

Another relevant factor observed in the last years
is the strong growth of the revenues generated
by video-based businesses. Internet access from
smartphones is expected to grow, providing an
opportunity to those companies that have an
intuitive interface to generate, distribute and
share videos. Social networks will play a key role
in the distribution process.

Advertising, one of the mains sources of revenues
for media companies, is seeking a new balance
between
technology.
traditional and digital
The combinations between both ecosystems
generate new opportunities for advertisers. In
this context, it is worth noting the strong growth
of advertising investment in mobile devices and
digital video. In addition, both the automated sale
of (programmatic) advertising and native brand-
sponsored advertising are crucial and represent
the gateway to a new form of advertising.

For the local media industry, 2015 was marked
by slow dynamics, since the slight recovery
registered by both the level of economic activity
and of private consumption had an impact on
private advertising. Advertising related to the
presidential elections also represented a relevant
factor. The Internet sector, mainly advertising
but also connectivity, was one of the industry
segments that registered the highest level of
growth.

In addition to the macroeconomic trends, at a
micro level, the previous administration once
again escalated its attacks against the press with
the clear purpose of colonizing the media and
weakening independent media in general, and
Grupo Clarín in particular. The regulatory tools
devised to increase governmental intervention
and affect private media sustainability, the
discrediting campaigns and attacks against
journalists and directors from critical media, the
arbitrary allocation of official advertising, the use
of publicly-owned media as promotional tools
for the government, and the expansion of pro-
government media (sustained only by the official
advertising allocated to them) were once again
good examples of such escalation.

the paid

In this context, the figures corresponding to
the main sources of revenue of the sector were
heterogeneous.
television
fact,
segment continued to expand at slightly lower
nominal rates than those observed in the previous
year but with fewer inflationary pressures. The
number of new subscribers gained during the year
was higher than in 2014. The ongoing investment
and upgrading allowed the sector to broaden
the supplementary services offered focused on
the customization of consumption patterns, thus
creating products that are more appealing to
consumers.

investments

Local broadband consumption continued to grow,
though at slightly lower rates than in 2014 as a
result of the penetration that this business already
has in Argentina (among the highest in the region).
As a result of the massification of smartphones
together with
in
the nascent
networks, Internet access from mobile platforms
registered an exponential growth, though there
is still a long way to go in connection with the
necessary investments required to improve and
broaden the offering of services. In this respect,
it is worth noting that both at the international
and local levels, users demand year after year
higher connection speeds as a consequence
of the exponential growth of streaming. This
growing consumption pattern generates higher
maintenance and infrastructure costs for network
owners, thus causing new tensions
in this
segment of the industry.

During 2015, according to the Company's own
estimates, total advertising investment recorded a
year-on-year increase similar to that registered by

the inflation rate. This increase was driven, on the
one hand, by government advertising expenditures,
directed to continuing to finance a matrix with
a growing share of publicly-owned and other
pro-government media, and, on the other hand,
by the above-mentioned presidential elections.
Digital advertising continued to increase its share
in total advertising revenues and is expected to
continue to grow above average over the next
years, taking into account that 80% of the local
digital advertising pie currently belongs to Google
and Facebook. However, estimates indicate that
80% of the local advertising pie is still generated
by traditional channels.

In turn, during 2015 the broadcast television
advertising pie continued to widen the gap in
terms of which sector attracts the largest share
of advertising in the local market, outperforming
the printed media partly as a result of the
universalization of new technologies and changes
in consumption habits.

With respect to printed newspaper circulation, in
line with the downward structural trend specific to
this segment of the industry, it is worth noting the
exponential increase in the number of visits of the
websites that create content, with newspapers at
the top of the rankings. Within the framework of
this ecosystem, deriving profitability from digital
newspapers by generating revenues in line with
their growing number of readers is still the main
challenge faced by newspaper publishers from an
economic-financial standpoint.

REGULATORY FRAMEWORK 2015

During the Presidential term that ended on
December 10, 2015, the Company and
its
subsidiaries had to operate in a context of
constant discretionary use of funds and public
media to generate content and shows devoted
to political propaganda and to the stigmatization
of dissenting opinions, many obstacles and
discrimination against non-partisan media
in
the access to public information, and escalating
regulatory
administrative
persecutions against those media to compromise
their economic sustainability and credibility.

decisions

and

under their own responsibility, incurring liability
for the costs derived from such obligation; ii)
the illegal assignment of the category “licensee
operator” discriminating against
them with
respect to “authorized licensees” and/or new
licensees
to
involved,
the responsibilities and obligations
generating a clear competitive disadvantage in
the advertising market; and iii) the change in their
service category, which may have an impact on
their broadcast coverage area.

(non-operators) with

respect

Audiovisual Sector
As mentioned in the notes to the accompanying
Financial Statements, the audiovisual sector
suffered once again the harassment exerted
through the selective application of Audiovisual
Communication Services Law No. 26,522 (LSCA,
for its Spanish acronym). With respect to AFSCA,
in 2014 the persecution against Grupo Clarín
reached its peak with that agency's attempt to
terminate arbitrarily the procedures proposed
by the Company and some of its subsidiaries
to conform to the provisions of the LSCA. Such
proposal had been duly filed by the Company and
approved by AFSCA in February 2014. However,
AFSCA resumed the ex-officio divestiture process,
thus confirming all the red flags that pointed
at the risk of arbitrary enforcement by a non-
independent authority. Such attempt was later
suspended by court and this suspension was
effective throughout 2015.

1,329/AFSCA/2014, which

With respect to digital television, ARTEAR
brought judicial actions against AFSCA and the
National Government requesting that Resolution
No.
amended
Resolution No. 1,047/AFSCA/2014 and Decree
No. 2,456/2014, be declared unconstitutional.
legal
Through
framework, which was
this
subsequently
supplemented by Resolutions
No. 24/AFSCA/2015 and No. 35/AFSCA/2015
(among others), the rights of the current broadcast
television licensees are evidently infringed. These
rights should be preserved intact as established
in Law No. 26,522, which has higher hierarchy.
The rights of the current broadcast television
licensees that obtained their licenses pursuant
to Law No. 22,285 would be infringed by, among
other things: i) the imposition of new charges and
obligations, such as the obligation to multiplex
and broadcast other broadcast television stations

Supply Law
The effects of Resolution No. 50/2010 of the
Secretariat of Domestic Trade and subsequent
resolutions issued in connection thereto, which
arbitrarily and discriminatorily sought to impose
a
limit on Cablevisión S.A.'s monthly basic
subscription price, are still suspended by the
decision rendered by the Federal Court of the City
of Mar del Plata in response to a claim filed by the
Argentine Cable Television Association.

On September 17, 2014, Congress enacted Law
No. 26,991, amending Supply Law No. 20,680,
which served as a basis for the issuance of
Resolution No. 50/2010. The constitutionality of
the new law has been challenged on the same
grounds as the challenges against Law No. 20,680
because it also fails to fulfill the requirements of
Section 76 of the Argentine National Constitution
in connection with the delegation of legislative
powers. In addition, the new law affects property
rights, the right to trade and the right to engage
in any lawful business of those persons that are
subject to its enforcement.

Official Advertising
In February 2014, the Supreme Court of Argentina
rendered a decision on the Claim for the protection
of constitutional rights (acción de amparo) brought
by Arte Radiotelevisivo Argentino S.A. against the
National Government requesting the fair allocation
of official advertising, whereby it ordered that
official advertising should be allocated on a
pro rata and fair basis to the different media in
the same category. Such decision, currently in
effect, seeks to avoid any decision intended
to discriminate against Arte Radiotelevisivo
Argentino in the allocation of official advertising
as was the case with various subsidiaries of Grupo
Clarín S.A. between 2011 and 2015. In this sense,
the judicial actions brought for the same purpose

in 2012 and 2013 by Radio Mitre S.A. and Arte
Gráfico Editorial Argentino S.A. are still underway.
These companies also suffered discrimination in
the allocation of official advertising.

Digital Argentina Act
In December 2014, the Argentine Congress
passed Law No. 27,078, known as the “Digital
Argentina Act”, which partially repealed National
Telecommunications Law No. 19,798. The new law
subjects the effectiveness of Decree No. 764/00,
which deregulated
telecommunications
the
market, to the enactment of four new sets of rules
that will govern the License, Interconnection,
Universal Service and Radio-electric Spectrum
regimes. This law maintains the single country-
wide
individual
registration of the services to be rendered, but
replaces the name telecommunication services
with Information and Communications Technology
Services
their Spanish
acronym). The licenses will allow licensees to
render any telecommunication services to the
public, be they fixed or mobile, wired or wireless,
national or international, with or without the
licensee's own infrastructure.

license scheme and

(“TIC Services”,

the

for

law created a new enforcement and
The
oversight Authority as a decentralized agency
under the jurisdiction of the Executive Branch:
the Information and Communications Technology
Federal Enforcement Authority (AFTIC, for its
Spanish acronym). In addition, it created a
new public service under the name Public and
Strategic Infrastructure Access and Use Service
for and among Providers. The right of access
includes “providers having to make available
to other providers their network elements,
associated
render
facilities or services
TIC services, even when such elements are
used to render audiovisual content services.”
Implementing regulations for Law No. 27,078 are
still pending.

Changes to the Applicable
Regulatory Framework
Decree No. 267/15, issued on December 29, 2015
and published in the Official Gazette on January
4, 2016, creates the National Communications
Agency (ENACOM, for its Spanish acronym) as
a decentralized and autarchic agency under the
jurisdiction of the Ministry of Communications and
vests the new agency with authority to enforce

Laws Nos. 26,522 and 27,078, as amended and
regulated.

years counted as from January 1, 2016. That term
may be extended for one more year.

that

recognized

Pursuant to Resolution No. 17/ENACOM/2016
issued on February 1, 2016, the new enforcement
authority
the files and/or
administrative proceedings pending resolution,
among which is the proposal submitted by the
Company and its subsidiaries, comply with the
limits related to the multiplicity of licenses
set forth under Section 45 of Law No. 26,522.
Therefore, they shall be deemed concluded and
filed. Through Resolution No. 17/ENACOM/2016,
the new enforcement authority also repealed
Resolution No. 1,121/AFSCA/2014, which had
ordered the ex-officio divestiture procedure, and
Resolution No. 577/COMFER/09, whereby the
COMFER had decided to withhold approval of the
merger between Cablevisión and Multicanal.

the new

framework,

Under
the
regulatory
licenses for physical link and for radio-electric
link subscription television services held by
Cablevisión and its subsidiaries that had been
granted under Laws Nos. 22,285 and 26,522 are
now called “Registrations” for the exploitation of
physical link and radio-electric link subscription
television services of a Licencia Única Argentina
Digital.

Pursuant to this amendment (Section 7 of Decree
No. 267 which amends, among others, Section
10 of Law No. 27,078), all the services exploited
by cable operators (such as Cablevisión) are now
governed by the Digital Argentina Act.

Among others things, the Decree introduced the
following amendments:

i) The incompatibility to render in the same location
broadcast television services and subscription
television services. When subscription television
services are exploited through physical or radio-
electric link, they will be subject to the Digital
Argentina Act;
ii) The limit of 10 licenses for radio-electric link
subscription television services and 24 licenses
for physical link subscription television services,
which are considered to be TIC services as from
January 4, 2016, date on which the decree
became effective; and

iii) The limit that provided that broadcast television
services may not reach more than 35% of the total
national population and the limit that provided
that subscription television services may not reach
more than 35% of the aggregate subscribers.

Pursuant to Decree 267/15, the providers of the
Basic Telephone Service whose licenses were
granted under the terms of Decree No. 62/90
and paragraphs 1 and 2 of Section 5 of Decree
No. 264/98, as well as Mobile Telephone Service
providers with a license granted pursuant to the
list of bidding conditions approved by Resolution
No. 575/93 of the then Ministry of Economy
and Public Works and Services and ratified by
Decree No. 1,461/93, shall only be able to provide
subscription broadcasting services by means of
physical or radio-electric link after a term of two

Internet access. Since

Another strength lies in its strategic stake in
the content distribution sector, through cable
television and
the
beginning of Multicanal's operations in 1992 and
after the recent acquisition of a majority interest
in Cablevisión, Grupo Clarín has created one of the
largest cable television systems in Latin America
in terms of subscribers. Cablevisión is the first
cable operator in Argentina among 700 operators
and always competes with other cable or satellite
options. Through Fibertel, it also provides high-
speed Internet services and has one of the largest
subscriber bases in a highly competitive market.
In line with the global trend, Grupo Clarín has
committed itself to expanding digital content
production. Grupo Clarín's Internet portals and
sites receive more than half of the visits to
Argentine websites.

In 1999 Grupo Clarín was incorporated as an
Argentine sociedad anónima, a corporation with
limited liability. It gradually opened its capital to
other participants and, since October 2007, it is
listed on the Buenos Aires Stock Exchange and
on the London Stock Exchange. It takes pride
in having grown in Argentina, in being a source
of influence on a local level in an increasingly
transnational market with a size that enables it
to compete without losing strength among large
international players.

Grupo Clarín's investments in Argentina in the last
20 years have been very significant, always with
the same central focus: Journalism and the media.
Its activities have contributed to the creation of
an important Argentine cultural industry and
generate qualified and genuine employment. Its
vision and business model focus on investing,
producing, informing and entertaining, preserving
Argentine values and identity, and preserving
to ensure
independence
business
journalistic independence.

in order

In relation to its mission and values, since its
foundation, Grupo Clarín has undertaken intense
community activities. Grupo Clarín, together with
the Noble Foundation, which was established in
1966, organizes and sponsors several programs
and activities, particularly focused on education,
culture and citizen participation. Furthermore, as
an indication of its social responsibility throughout
its history, Grupo Clarín focuses on the ongoing
improvement of its processes, develops initiatives
from discussions with different
that arise
stakeholders, and works for sustainability.

THE COMPANY. ORIGIN, EVOLUTION AND PROFILE

Grupo Clarín is Argentina's most prominent and
diversified media group and one of the most
important in the Spanish-speaking world. The
Company is organized and operates in Argentina
and its controlling shareholders and management
are Argentine. Grupo Clarín is present in the
radio, broadcast
Argentine printed media,
and cable television, audiovisual production,
the printing industry and Internet access. Its
leadership in the different media is a competitive
advantage that enables Grupo Clarín to generate
significant synergies and expand
into new
markets. Substantially all of Grupo Clarín's assets,
operations and clients are located in Argentina,
where it generates most of its revenues. The
Company also carries out operations at a regional
level.

The companies that comprise Grupo Clarín
employ around 16,000 people and, as of year-end,
reported annual net sales of Ps. 27.791,5 billion.

Grupo Clarín's history dates back to 1945, the year
in which Roberto Noble founded the newspaper
Clarín of Buenos Aires (“Diario Clarín”), with
the goal of becoming a mass distribution and
quality newspaper, privileging information and
committing to the comprehensive development
of the country. Since 1969, Diario Clarín has been
led by his wife, Ernestina Herrera de Noble. It
became the flagship national newspaper and has
consolidated its position throughout the years
thanks to the work of its journalists and the loyalty
of its readers. Diario Clarín is now one of the
Spanish-language newspapers with the highest
circulation in the world. Grupo Clarín has been
one of the main actors in the changes undergone

by the media worldwide. It has incorporated
new and varied printing activities and decided to
embrace technological developments, investing
to reach its audiences through new platforms and
channels and through new audiovisual and digital
languages.

In this way, Grupo Clarín entered the radio and
television sectors. Today, it is the owner of one
of the two leading broadcast television channels
in Argentina (ARTEAR/El Trece) and of AM/
FM broadcast radio stations. Along with the
newspaper, these media are recognized as the
most credible and considered leaders of Argentine
journalism in one of the most diverse media
markets in the world. For example, in Buenos
Aires, the Company's media compete in a market
that has 5 broadcast television stations, 550
radios, and 12 national newspapers.

interests

Grupo Clarín also publishes Olé, the first and
only sports newspaper in Argentina; the free
newspaper La Razón and the magazines Ñ,
Genios, Jardín de Genios, Pymes and Elle,
among other publications. Through CIMECO,
the Company holds equity
in the
newspapers La Voz del Interior, Día a Día and
Los Andes, in a market of approximately 200
regional and local newspapers. The Company
also holds an equity interest in a national news
agency (DyN). In the audiovisual arena, the
Company also produces one of the 5 cable news
signals (Todo Noticias), and the cable television
signals Volver and Magazine, among others. It
also produces sports channels and events (TyC
Sports), television contents and motion pictures
(Pol-Ka and Patagonik Film Group).

04.

DIGITAL CONTENT
& OTHERS

100%

COMPAÑÍA DE
MEDIOS DIGITALES

100%

Gestión Compartida

Ferias y Exposiciones
Argentinas

This chart illustrates companies
in which Grupo Clarín
participates directly or indirectly,
organized by business segment.

01.

CABLE TELEVISION
& INTERNET ACCESS

60%

CABLEVISIÓN

03.

BROADCASTING
& PROGRAMMING

99.2%

ARTEAR

85.2%

100%

55%

33%

100%

96%

50%

25%

100%

Telecor Canal 12

Telba Canal 7

Bariloche TV

Pol-Ka Producciones

Patagonik Film Group

IESA

Auto Sports

TSC

TRISA

Canal Rural Satelital

Radio Mitre

02.

PRINTING
& PUBLISHING

100%

AGEA

100%

50%

100%

80%

81%

49%

Oportunidades

Tinta Fresca

AGR

Unir

Impripost

CIMECO

Diario Los Andes

La Voz del Interior

Papel Prensa

12%

37%

Because Argentine Corporate Law No. 19,550

(as amended, the “Argentine Corporate Law”)

requires that companies have at least two

shareholders, a small percentage of the capital

stock of certain of our subsidiaries is held by

GC Minor S.A., a company owned by Grupo Clarín

(95.3%) and AGR S.A. (4.7%).

This chart does not include certain intermediate

holding vehicles and certain subsidiaries that

do not have significant assets or business.

GRUPO CLARÍN AND ITS BUSINESS SEGMENTS IN 2015

in 2015

In terms of results, Grupo Clarín and its business
segments grew again
in a highly
challenging context. During this year the Company
consolidated the positive economic and financial
performance trends of the previous years in terms
of revenues.

Net consolidated sales increased by 41%, from Ps.
19.709,6 to 27.791,5 billion. The growth in cable
modem Internet access subscribers played a key
role in the performance of subscription revenues.

Sales of the remainder of the Company's products
and services also increased.

indebtedness

By the end of 2015, Grupo Clarín's gross
consolidated financial
(including
sellers financing, accrued interest and fair value
adjustments) was approximately Ps. 6.969,7
billion, while net consolidated indebtedness was
approximately Ps. 4.231,4 billion, representing
an increase of 50.5% and 51%, respectively,
compared to the previous year. This was mostly

due to the fact that approximately 88% of the
Company's indebtedness as of December 31,
2015 is denominated in US dollars and that the
Argentine Peso depreciated by 52.5% in 2015,
from Ps. 8.55 = USD 1 as of December 31, 2014 to
Ps. 13.04 = USD 1 as of December 31, 2015.

The following is a description of the most
significant events related to the situation and
management of each of Grupo Clarín's business
segments during 2015.

SALES BREAKDOWN BY SOURCE OF REVENUE - DECEMBER 2015 VS. DECEMBER 2014

CABLE TELEVISION
& INTERNET ACCESS

PRINTING
& PUBLISHING

BROADCASTING
& PROGRAMMING

DIGITAL CONTENT
& OTHERS

ELIMINATIONS(1)

TOTAL

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

118.9

87.2

1,744.6

1,407.3

2,622.7

1,898.2

80.3

41.7

(216.4)

(174.5)

4,349.9

3,260.0

15.7%

16.5%

Advertising

Circulation

Printing

1,995.5

1,288.4

322.5

184.7

Video Subscriptions

14,430.0

10,776.8

Internet Subscriptions

4,818.0

2,755.6

Programming

395.6

416.8

(0.1)

(0.0)

1,995.4

1,288.3

7.2%

6.5%

(43.6)

(51.4)

278.9

133.3

1.0%

0.7%

14,430.0

10,776.8

51.9%

54.7%

(16.4)

(12.1)

4,801.6

2,743.4

17.3%

13.9%

(166.0)

(123.2)

229.6

293.6

0.8%

1.5%

Other Sales

758.4

606.6

240.9

156.3

583.1

271.3

680.7

572.2

(557.1)

(392.2)

1,706.0

1,214.3

6.1%

6.2%

Total Sales

20,125.4

14,226.1

4,303.4

3,036.6

3,601.4

2,586.3

761.0

613.9

(999.6)

(753.4)

27,791.5

19,709.6

100.0%

(1) Eliminations include Grupo Clarín’s intercompany balances and operations and also adjustments of income/loss from discontinued operations.

ADJUSTED EBITDA

(in million of ps.)
Cable TV and Internet access
Printing and Publishing
Broadcasting and Programming
Digital Content and Others
Subtotal
Eliminations

Total

2015

7,294.7

112.6

952.3

1.3

8,360.8

2014

4,693.7

(136.7)

495.5

(13.0)

5,039.6

YOY

55.4%

182.3%

92.2%

109.9%

65.9%

8,360.8

5,039.6

65.9%

Cost of sales (Excluding Depreciation and Amortization) reached
Ps. 12,258.7 million, an increase of 26.6% from Ps. 9,680.7
million reported for 2014 due to higher costs in our business
segments, mainly in Cable TV and Internet access, in Printing
and Publishing and in Broadcasting and Programming.

Selling and Administrative Expenses (Excluding Depreciation
and Amortization) reached Ps. 7,172.0 million, an increase
of 43.7% from Ps. 4,989.3 million in 2014. This increase was
mainly due to higher costs in the Cable TV and Internet access
and in Printing and Publishing segments.

Adjusted EBITDA reached Ps. 8,360.8 million, an increase of
65.9% from Ps. 5,039.6 million reported for 2014, driven by
higher sales and margin expansion in the Cable TV and Internet
access and Broadcasting and Programming segments and, to a
lesser extent, to higher EBITDA in the Printing and Publishing.

Financial results net totaled Ps. (3,064.4) million compared to
Ps. (1,730.4) million for 2014. The increase was mainly due to
higher peso depreciation during 2015, which went from Ps. 8.55
per dollar at the end of December 2014, to Ps. 13.04 per dollar
as of December 31th, 2015; compared with the 2014 which
went from Ps. 6.52 per dollar at the end of December 2013 to
Ps. 8.55 per dollar as of December 31th, 2014.

Equity in earnings from unconsolidated affiliates in 2015 totaled
Ps. 544.6 million, compared to Ps. 71.9 million for 2014.

Other Income (expenses), net reached Ps. 99.9 million, compared
to Ps. (0.6) million in 2014.

Income tax as of December 2015 reached Ps. (1,229.5) million,
from Ps. (590.1) million in December 2014.

Income for the period totaled Ps. 2,915.9 million, an increase
of 116.7% from Ps. 1,345.5 million reported for 2014. This was
mainly a consequence of higher EBITDA in the Cable TV and
Internet access and Broadcasting and Programming segments,
and was partially offset by higher peso depreciation. The Equity
Shareholders Income for the period amounted to Ps. 1,884.9
million, an increase of 134.4% compared with December 2014.

Cash used in acquisitions of property, plant and equipment
(CAPEX) totaled Ps. 4,306.5 million in 2015, an increase of
71.0% from Ps. 2,518.1 million reported for 2014. Out of the
total CAPEX in 2015, 96.9% was allocated to the Cable TV
and Internet access segment, 1.8% to the Broadcasting
and Programming segment and the remaining 1.3% to
other activities. Capex in the Cable TV and Internet Access
segment pertains to subscriber growth, network upgrades and
digitalization.

Debt profile(1): Debt coverage ratio for the period ended
December 31th, 2015 was .89x and the Net Debt at the end of
this period totaled Ps. 4,264.1 million.

DEBT AND LIQUIDITY

(In million of Ps.)

SHORT TERM AND LONG TERM DEBT

FY15

FY14

% Change

CURRENT FINANCIAL DEBT

2,897.8

1,704.2

5.9%

Financial loans

Negotiable obligations

Accrued interest

Acquisition of equipment

Sellers Financing Capital

Sellers Financing accrued interest

Related Parties Capital

Related Parties accrued interest

Bank overdraft

532.8

396.6

(30.8%)

1,661.5

752.5

38.4%

196.0

389.9

1.9

21.0

1.7

93.0

121.8

155.5%

168.9

62.7%

3.8

(98.9%)

14.1

37.8%

2.6

(56.6%)

243.9

(63.2%)

NON-CURRENT FINANCIAL DEBT

4,071.9

2,925.5

44.6%

Financial loans

Negotiable obligations

Accrued interest

Acquisition of equipment

Sellers Financing Capital

Sellers Financing accrued interest

Related Parties Capital

Related Parties accrued interest

Bank overdraft

149.5

40.5

556.7%

3,321.7

2,568.1

38.4%

591.4

316.9

50.3%

9.2

TOTAL FINANCIAL DEBT(A)

6,969.7

4,629.7

25.5%

Measurement at fair Value

(32.7)

(36.5)

(15.9%)

TOTAL SHORT TERM AND LONG TERM DEBT

6,937.0

4,593.2

25.6%

Cash and Cash Equivalents(B)

Net Debt(A) - (B)

Net Debt/Adjusted EBITDA(1)

% USD Debt

% Ar. Ps. Debt

2,705.6

1,717.4

4,264.1

2,912.3

0.55x

88.3%

0.50x

84.5%

39.8%

17.9%

47.4%

9.5%

11.7%

15.5%

(39.7%)

2015(2)

DEBT PROFILE AS OF DECEMBER 31TH,

US$ MM, Balance Sheet

(1) Debt Coverage Ratio is defined as Total Financial Debt divided by Adjusted

EBITDA (Last Quarter Annualized). Total Financial debt is defined as financial

loans and debt for acquisitions, including accrued interest.

(2) Exchange Rate: 13.04 ARS/ USD as of December 31th 2015.

206

207

2016

2017

104

2018

517

TOTAL

SUPPLEMENTARY FINANCIAL INFORMATION

The information included in the Supplementary
Financial Information is part of this Annual Report
and, therefore, both should be read in conjunction.

FINANCIAL POSITION AND

RESULTS OF ITS OPERATIONS
During this year, the main changes in the Company's
financial position and results of its operations were
the following:

Working capital
(current assets minus current
liabilities) at year-end decreased by Ps. 41.6 million
compared to the previous year, from (positive) Ps. 165.4
million to (positive) Ps. 123.9 million. This decrease
is basically evidenced in the decrease in Company
funds (the items Cash and Banks and certain Current
Investments) in the amount of Ps. 122.3 million, net of
a net increase in balances with related parties and the
placement of forward instruments.

recorded

variation was

With respect to non-current items, the most
significant
under
Investments in unconsolidated affiliates, mainly as
a consequence of: (i) the net increase generated by
the results obtained by Grupo Clarín's subsidiaries,
mainly Cablevisión S.A. (indirectly), Arte Gráfico
Editorial Argentino S.A., and Arte Radiotelevisivo
Argentino S.A., (ii) the increase generated by new
contributions made to certain subsidiaries, mainly
Arte Gráfico Editorial Argentino S.A., and (iii) the
decrease generated by the collection of dividends of
certain subsidiaries, mainly the companies through
which the Company indirectly controls Cablevisión
S.A. and Arte Radiotelevisivo Argentino S.A.

The Statement of Operations as of December 31,
2014, recorded a net income of Ps. 804.1 million.
Such income is basically derived from the income
generated by the investments in subsidiaries which
amounted to Ps. 731.2 million, which includes the
income generated by the investment in the subsidiary
Inversora de Eventos S.A., classified as Net Income
from Discontinued Operations during this year.

Grupo Clarín S.A. is still controlled by GC Dominio
S.A., which holds 64.2% of its voting rights.
Balances and transactions with related parties are
detailed in Note 16 to the Consolidated Financial
Statements.

PROPOSAL OF THE BOARD OF DIRECTORS
Net income for the year ended on December 31,
2014, was Ps. 804,101,687.

Grupo Clarín's subsidiaries, the financial position of
certain subsidiaries which are expected to require
in 2015 contributions to be made using a substantial
portion of the dividends receivable mentioned
above, and the expected future cash flows from
operating and financing activities, the Board of
Directors considers that it would not be prudent
to propose any dividend distribution. Hence, the
Board of Directors proposes to the Shareholders'
Meeting that such net income of Ps. 804,101,687
be appropriated to the Optional Reserve to give
financial aid to its subsidiaries and the LSCA.

The Legal Reserve has already reached the limit
established by Law No. 19,550 and CNV resolutions
and, therefore, the Company is not required to
appropriate net income to the legal reserve.

Below is a summary of the main criteria on which
the above appropriation of net income for the year
to the optional reserve mentioned above proposed
by the Board of Directors is based:

- as mentioned above in this Annual Report and as
exhaustively described in the Company's financial
statements, the circumstances that gave rise to the
setting up of this reserve are still prevailing. Therefore,
the Board of Directors proposes to the Shareholders
that, given the uncertainties related to the LSCA, the
eventual implications of the implementing regulations
of the Digital Argentina Act, and the contributions
that are expected to be required by some subsidiaries
for the reasonable management of their businesses,
among other issues, it would be prudent and
reasonable to appropriate net income for the year to
the optional reserve.

DIRECTORS’ RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:

- the consolidated financial statements included
with this annual report, prepared in accordance
with IFRS, give a true and fair view of the assets,
liabilities, financial position and profit or loss of
the Company and the undertakings included in the
consolidation taken as a whole; and

- this annual report includes a fair review of the
development and performance of the business and
the position of the Company and the undertakings
included in the consolidation taken as a whole,
together with a description of the principal risks
and uncertainties that they face.

In light of the situation outlined in this Annual
Report in connection with the proposal to conform
to the LSCA, the dividend distribution proposal
presented by the Boards of Directors of each of

On behalf of the Board,
Alejandro Urricelqui
Vice Chairman
Grupo Clarín

CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM

Grupo Clarín's Board of Directors is responsible
for the Company's management and approves its
policies and overall strategies. Pursuant to the By-
laws, the Board of Directors is comprised by ten
permanent directors and ten alternate directors
who are elected at the Ordinary Shareholders'
Meeting on an annual basis. Four of them (two
permanent and two alternate members) are
required to be independent directors, appointed in
accordance with the requirements provided under
the CNV rules.

MEMBERS OF THE BOARD OF DIRECTORS
Grupo Clarín's Board of Directors is comprised by
the following members, appointed at the Annual
Ordinary Shareholders' Meeting and Special
Meeting per Class of Shares, held on April 28, 2015:

Jorge Carlos Rendo

Chairman

Alejandro Alberto Urricelqui

Vice Chairman

Grupo Clarín also has a Supervisory Committee
comprised of 3 permanent members and 3
alternate members, who are also appointed on
an annual basis at the Ordinary Shareholders'
Meeting. The Board of Directors, through an Audit
Committee, is in charge of the ongoing oversight of
all matters related to control information systems
and risk management, and issues an annual report
on these topics. The members of the Company's
Audit Committee may be nominated by any
member of the Board of Directors and a majority
of its members must meet the independence
requirement provided under CNV rules.

SUPERVISORY COMMITTEE
Grupo Clarín's Supervisory Committee is comprised
by the following members, appointed at the Annual
Ordinary Shareholders' Meeting and Special
Meeting per Class of Shares, held on April 28, 2015:

Pablo César Casey

Director

Raúl Antonio Morán3

Permanent Member

Saturnino Lorenzo Herrero Mitjans1

Director

Carlos A. P. Di Candia3

Permanent Member

Director

Pablo San Martín3

Permanent Member

Hector Mario Aranda

Ignacio R. Driollet

Lorenzo Calcagno

Director

Hugo Ernesto López3

Independent Director

Rubén Suárez3

Alternate Member

Alberto César José Menzani

Independent Director

Miguel Ángel Mazzei3

Luis María Blaquier2

Sebastián Salaber

Director

AUDIT COMMITTEE

CORPORATE
GOVERNANCE,
ORGANIZATION
AND INTERNAL
CONTROL
SYSTEM

Martín Gonzalo Etchevers

Alternate Director

The Audit Committee is comprised as follows:

Hernán Pablo Verdaguer

Alternate Director

Juan Ignacio Giglio

Alternate Director

Alberto César José Menzani

Francisco Iván Acevedo

Alternate Director

Lorenzo Calcagno

Chairman

Vice Chairman

Alternate Director

Alejandro Alberto Urricelqui

Permanent Member

Sebastián Bardengo

Gervasio Colombres

Carlos Rebay

Alternate Director

Pablo César Casey

Alternate Director

Carlos Rebay

Alternate Member

Luis Germán Fernández

Alternate Director

Luis Germán Fernández

Horacio Eduardo Quirós

Jorge Ignacio Oría

Alternate Director

1) During the year, in November 2015, the Company and the Board of

Directors mourned the death of Mr. Saturnino Lorenzo Herrero Mitjans,

Permanent Director. He was replaced by the Alternate Director Horacio

Eduardo Eduardo Quirós.

2) Luis María Blaquier resigned to the position of Permanent Director

appointed by Class C shares and was replaced by the Alternate Director

Gervasio Colombres, who took office as Permanent Director.

3) Independent members of the Supervisory Committee.

Grupo Clarín organizes its activities under an
executive structure comprising: External Relations
Department; Corporate
Finance Department;
Corporate Control Department; Corporate Strategy
Department; Audiovisual Content Department;
Corporate Human Resources Department; Corporate
Affairs Department; Digital Content Department.

The overall criteria used to appoint managers are
based on the background and experience in the
position and the industry, companies they have
worked for, age, professional and moral aptitude,
among other factors.

In order to identify opportunities and streamline
structures and systems with the aim of improving
processes and making informed decisions, Grupo
Clarín sets forth several procedures and policies
for controlling the Company's operations. The
areas responsible for the Company's internal
controls, both at the Company level and at the
level of its subsidiaries and affiliates, contribute
to the safeguarding of shareholders' equity,
the reliability of financial information and the
compliance with laws and regulations.

COMPENSATION OF THE MEMBERS OF

THE BOARD OF DIRECTORS AND SENIOR

MANAGEMENT
Compensation of the members of the Board of
Directors is decided at the Shareholders' Meeting
after the close of each fiscal year, considering the
cap established by Section 261 of Law No. 19,550
and related regulations of the CNV.

All of Grupo Clarín's subsidiaries have compensation
arrangements with all of their officers in executive
and managerial positions, which contemplate a
fixed and variable remuneration scheme. Fixed
compensation is tied to the level of responsibility
attached to each position, prevailing market
salaries and performance. The annual variable
component is tied to performance during the fiscal
year based on the objectives set at the beginning
of the year. Grupo Clarín does not have any stock
option plans in place for its personnel.

As mentioned in Note 20 to the Consolidated
Financial Statements, on January 1, 2008 Grupo
Clarín began to implement a long-term savings
plan for certain executives of Grupo Clarín and its

subsidiaries. Executives who adhere to such plan
will contribute regularly a limited portion of their
salary to a fund that will allow them to increase
their income at the retirement age. Furthermore,
each company matches the sum contributed by
such executives. This matching contribution will
be added to the fund raised by the employees.
Under certain conditions, employees may access
such fund upon retirement or upon termination
of their jobs with Grupo Clarín. This long-term
benefit has a strong withholding component and
is considered as an integral part of the employee's
total compensation for comparative purposes with
prevailing market salaries. During 2013, certain
changes were made to the savings system,
although its operation mechanism and the main
characteristics with regard to the obligations
undertaken by the company were essentially
maintained.

The parameters used in fixing compensations are
in line with customary market practices followed
by companies of the scale of Grupo Clarín. To this
end, the Company assesses the relative weight of
the several positions within the company, as well

as the performance of the employee that holds the
position. In order to assess positions and compare
in different markets, the Company
salaries
uses the services and reports of prestigious HR
companies at the national and international level.

ANNUAL SHAREHOLDERS' MEETING
Grupo Clarín held its Annual Ordinary Shareholders'
Meeting on April 28, 2015. On this occasion,
the shareholders reviewed and approved the
accounting records for fiscal year No. 16 ended
on December 31, 2014 and the performance and
compensation of the members of the Board of
Directors and the Supervisory Committee. Among
other things, they elected the permanent members
and alternate members of the Board of Directors
and the Supervisory Committee for the year
2015. In addition, the shareholders approved the
distribution of cash dividends in the amount of Ps.
250,000,000, payable in two installments, the first
one for Ps. 125,000,000 payable within 30 days
following the date of the Shareholders' Meeting
and the second one for Ps. 125,000,000 payable
on December 31, 2015 or on an earlier date, as
determined by the Board of Directors.

DIVIDEND POLICY
Grupo Clarín does not have a formal dividend
policy governing the amount and payment of
dividends or other distributions. According to its
By-laws and the Argentine Corporate Law, Grupo
Clarín may lawfully pay and make declarations of
dividends only out of the retained earnings stated
in the Company's annual Financial Statements
prepared in accordance with Argentine GAAP and
CNV regulations and approved at the Shareholders'
Meeting. In such case, dividends must be paid on
a pro rata basis to all holders of shares of common
stock as of the relevant record date.

SET-UP OF RESERVES
Pursuant to the Argentine Corporate Law and CNV
resolutions, Grupo Clarín is required to set up a
legal reserve of no less than 5% of each year's
retained earnings until such reserve reaches
20% of its outstanding capital stock plus the
corresponding adjustment. The legal reserve is not
available for distribution to shareholders.

CODE OF CORPORATE GOVERNANCE
In addition
in
the aforementioned and
conformity with the CNV's decisions concerning
the filing of the report about compliance with
the Code of Corporate Governance (Resolution
No. 606/12), Grupo Clarín prepared the report for
the year under analysis, which is attached as an
exhibit to this annual report.

CORPORATE GOVERNANCE, ORGANIZATION AND INTERNAL CONTROL SYSTEM

STOCK INFORMATION AND SHAREHOLDER STRUCTURE

Grupo Clarín is listed in the Buenos Aires Stock Exchange where it trades its
shares, and in the London Stock Exchanges, where it trades its shares in the
form of GDS.

GCLA

Ps. 156.0

USD 19.8

287,418,584

143,709,292

70.9%

Controlling

Shareholders(2)

20.3%
Free Float

8.8%
GS Unidos, LLC (RB)(3)

London Stock Exchange (LSE) - Ticker:

Bolsa de Comercio de Buenos Aires
(BCBA) - Ticker:

GCLA (BCBA) Price per share, December 31, 2015

GCLA (LSE) Price per GDS, December 31, 2015

Total Shares

Total GDS

EQUITY
PARTICIPATION
AT IPO(1)

THE ORIGINAL IPO
ALLOCATION WAS 80%
INTERNATIONAL
AND 20% LOCAL

SHAREHOLDER STRUCTURE

Number of Shares(4)

Controlling Shareholders

GS Unidos, LLC (RB)

Free Float

- International

- Local

TOTAL

204,030,277

25,156,869

58,231,488

27,499,648 (47%)

30,731,840 (53%)

287,418,584

(1) Since the IPO, our shareholders and management acquired approximately 7.8 MM shares (13.7% of the free float).

(2) Controlling Shareholders: Ernestina H. de Noble, Héctor H. Magnetto, José Antonio Aranda and Lucio Rafael Pagliaro.

(3) GS Unidos, LLC, a company under the indirect control of Mr. Ralph Booth.

(4) As of March 9th, 2016.

01.

CABLE TELEVISION
& INTERNET ACCESS

CABLE TELEVISION AND INTERNET ACCESS

Grupo Clarín operates,
through Cablevisión,
one of the main regional cable television and
broadband systems. This segment's revenues
mainly derive from monthly subscriptions to cable
television service and high-speed Internet access.
Its revenues also derive from connection and
advertising charges, sales of premium and pay-
per-view programming, digital packages, DVR,
high definition (HD) signal packages, VOD (Video
On Demand) services and the magazine.

Out of Grupo Clarín's total sales in 2015 the
Cable TV and Internet access segment was the
Company's main revenue driver, with sales of Ps.
20.125 billion, considering intersegment sales.

In terms of geographic availability of Grupo
Clarín's services, by the end of 2014, its network
reached approximately 7.6 million Argentine

households. Grupo Clarín provides services in the
City of Buenos Aires and suburban areas, as well
as in the cities of Buenos Aires, Santa Fe, Entre
Ríos, Córdoba, Corrientes, Formosa, Misiones,
Salta, Chaco, Neuquén and Río Negro. Regionally,
Grupo Clarín also operates in Uruguay.

As of December 31, 2015, it had approximately
in Argentina,
3,395,300 paid TV subscribers
Internet
137,300
subscribers in Argentina.

in Uruguay and 2,025,900

By the end of 2015, most of the homes in
Cablevisión's network were passed by its 750Mhz
bi-directional broadband. Cablevisión's 750MHz
networks enable it to offer services and products
that generate additional revenues, such as access
to Internet, digital services and premium channels.

ADJUSTED EBITDA

(In millions of Ps.)

NET SALES

(In millions of Ps.)

4
5
2
1
0
2

S
S
E
C
C
A
T
E
N
R
E
T
N

&
V
T

E
L
B
A
C

7
4
9
2
7

S
S
E
C
C
A
T
E
N
R
E
T
N

&
V
T

E
L
B
A
C

%
5
1
4
Y
O
Y

1
6
2
2
4
1

5
1
0
2

4
1
0
2

5
1
0
2

4
1
0
2

7
3
9
6
4

%
4
5
5
Y
O
Y

Udn LITORAL

Udn CENTRO

Udn INTERNACIONAL
Udn AMBA

Udn SUR
Udn BUENOS AIRES

OPERATING STATISTICS - CABLE TV AND INTERNET ACCESS

Homes Passed(1)

Bidirectional Homes Passed

Unique Subscribers

CABLE TV

Total Consolidated Subscribers(1)(3)

Subscribers - Argentina

Subscribers - International (Uruguay)

% over Homes Passed

Total Equity Subscribers(4)

Churn Rate %

DIGITAL VIDEO

Digital Ready Pay TV Subs

Total Digital Decoders

- Argentina

- International

Penetration over Digital Ready TV Subs

INTERNET SUBSCRIBERS

Total Internet Subscribers(1)

- Cablemodem(1)

- ADSL(1)

- Dial Up(1)

% over Bidirectional Homes Passed

TOTAL ARPU(2)

(1) Figures in thousands.

2015
7,795.4

72.1%

3,873.7

3,532.6

3,395.3

137.3

45.3%

3,664.1

12.6%

3,180.3

1,642.1

1,444.2

197.9

51.6%

2,025.9

2,018.1

3.31

4.5

34.9%

477.6

2014

7,514.1

68.9%

3,791.7

3,491.1

3,359.1

131.9

46.5%

3,619.8

13.6%

2,774.0

1,405.0

1,235.8

169.2

50.6%

1,837.7

1,828.1

4.5

5.1

35.5%

339.5

YoY

3.7%

4.6%

2.2%

1.2%

1.1%

4.0%

(2.5%)

1.2%

(7.1%)

14.6%

16.9%

1.9%

10.2%

10.4%

(26.5%)

(12.7%)

(1.7%)

40.7%

(2) Net Sales / Average Pay TV Subscribers (does not include subscribers from discontinued operations in Paraguay).

(3) Total subscribers consolidated following the same consolidation methods used in the financial statements as of each year end.

(4) Total subscribers considering the equity share in each subsidiary.

PROGRAMMING, CABLE TELEVISION

AND INTERNET SERVICES
Cablevisión offers subscribers a basic service
plan that includes the main programming signals,
depending on the capacity of local networks.
It offers basic and premium programming from
more than 25 providers and broadcast television
stations of the City of Buenos Aires.

Cablevisión's subscribers may purchase premium
packages in addition to the basic service for an
additional fee. These packages or services have
a number of signals additional to those offered
in the basic package, with a unique content
differentiated by film genre, adult programming,
sports or a combination of these options.

Cablevisión is also offering digital services to its
subscribers that include a basic digital package, as
well as Premium and High Definition (HD) services
and Video On Demand (“VOD”) programming. The
digital service reaches the City of Buenos Aires
and its surrounding areas (the “AMBA Region”),
the city of La Plata and the major markets of the
provinces (for instance, Córdoba, Rosario, Santa
Fe, etc.). This digital service enables to broaden
the signal offering and features an on-screen
programming guide.

CABLE TELEVISION AND INTERNET ACCESS

Cablevisión offers a high definition signal package
(Cablevisión Digital HD) as well as the Cablevisión
Max HD product in locations with the necessary
technology to broadcast under this format.

Since 2012, Cablevisión has been offering a Video
On Demand (VOD) platform that allows subscribers
to buy programs or event packages on demand
through a programming library and that features
video functions (pause, fast-forward, rewind). The
VOD content has signals, such as, Wobi TV, HBO,
Discovery, ARTEAR, among others.

During 2014, Cablevisión launched “Cablevisión
Play”, a service that offers subscribers access on
demand to a library with 7,000 titles, from any
device inside and outside the subscriber's home.
The new on-line platform offers movies, series
and live sports events, providing subscribers with
the best variety of contents, as well as several
including: a comprehensive
tools for users,
programming search tool; integration with social
networks (Twitter and Facebook). That company
also launched Cablevisión Store, a new function
for Cablevisión HD and Cablevisión Max HD
subscribers that allows them to buy Premium
packages from their remote control.

Cablevisión also offers Cablevisión Flex, an
optional social service of digital paid television
with a reduced subscription, to approximately
500,000 neighbors of low-income areas. This
service, which seeks to enhance digital inclusion,
includes the installation of digital set-top units
and allows clients to buy a service with fewer
signals for half the price and gradually buy
additional signal packages until completing a full
basic product.

As to Internet access services, Cablevisión has
been offering high-speed cable modem Internet
access through its networks under the Fibertel
brand since September 1997. Cablevisión's
Internet access products are specially customized
to the needs of each residential or corporate
user, providing specific solutions, such as, virtual
private network or “VPN” services, traditional
Internet Protocol (“IP”) connections and corporate
products that include additional services.

Cablevisión provides high-speed Internet services
in the AMBA region, the cities of La Plata,
Córdoba, Rosario, Campana, Río Cuarto, Posadas,
Salta, Olavarría, Pergamino, Mar del Plata, Bahía
Blanca, Santa Fe, and other cities of the provinces.

TOTAL INTERNET SUBSCRIBERS

(Figures in thousands)

9
5
2
0
2

%
2
0
1
Y
O
Y

7
7
3
8
1

S
S
E
C
C
A
T
E
N
R
E
T
N

&
V
T

E
L
B
A
C

5
1
0
2

4
1
0
2

priority and connection without time limits. The
development of this new product places Fibertel
at the forefront of the telecommunications market.
It is the only company in the local market that
offers a product such as Fibertel Zone, providing a
free service not only to its subscribers but also to
potential customers. The goal for the next months
is to continue to increase the number of Fibertel
Zone hotspots.

In line with this mobility context, Cablevisión
believes that, in order to meet the growing demand
from its subscribers it is essential to engage in the
mobile business. During 2015, it acquired 49% of
Nextel Argentina S.A. (with a call option to acquire
the remaining 51%) to supplement fixed services
with mobile services. On January 27, 2016,
Cablevisión and its subsidiary Televisión Dirigida
S.A. decided to exercise the option to acquire the
remaining 51% of the capital stock and votes of
Nextel, and, consequently, Cablevisión became
the holder of 51.4% of the capital stock and votes
of Nextel and Televisión Dirigida S.A. became the
holder of the remaining 48.6%.

launched

Fibertel is undoubtedly the broadband service that
offers the best variety of speeds in the market,
widely and at competitive prices. Since 2011, it
has offered Fibertel Evolution. Fibertel is the first
Internet provider in the country in incorporating
the new “Wideband” technology to its product
portfolio. During 2015, Fibertel
its
25-megabyte and 50-megabyte products extending
its product offering to all of its subscribers. The
launch of new products with higher speeds is one
of the main objectives of the Company's business
strategy, seeking to increase speed at households
in order to meet the demand for higher bandwidth
consumption. In order to improve the distribution
and range of its Wi-Fi services at its subscribers'
launched Fibertel Wi-Fi
households, Fibertel
Extenders for its broadband services, which allow
subscribers to extend the range of the services
offered.

Fibertel Zone is the first Argentine Wi-Fi circuit.
This service, which reached 1500 hotspots in
2015, allows users to surf the web for free at
the highest speed at bars, restaurants, movie
theaters, gyms and parks, among many other
spots.
is available for Fibertel customers
and non-customers. However, at the time of
establishing the connection, customers obtain
the following benefits: Higher speed, browsing

CABLE TELEVISION AND INTERNET ACCESS

The Argentine cable television
industry has
more than 700 operators. The most significant
competitors are Telecentro S.A. located in the
AMBA region and DIRECTV (satellite technology)
that compete against Cablevisión nationwide.
Cablevisión also considers as competitors Internet
video streaming systems (Netflix, Arnet play and
On Video) that compete against its services.

Cablevisión can effectively compete against
other cable television providers on the basis of
a competitive price, a higher number of quality
programs and a wide range of additional services,
and mainly the customer service it renders through
its “Contact Center”.

Two other major competitors (Arnet and Speedy)
are identified in the high-speed Internet access
segment; each of them related to one of the
country's two fixed-telephony providers. These
companies also render 3G services through their
brands Personal and Movistar,
respectively.
Claro - which had already been selling 3G
technology, started to offer high-speed Internet
services through fiber optics in certain areas of
the country. During 2015, the three main mobile
Internet providers are expected to start offering
4G services nationwide.

Therefore, the Internet access segment faces
fierce competition from several providers in an
ever-growing market.

COMMERCIALIZATION

AND CUSTOMER SERVICE
Cablevisión uses several market positioning
including promotions, customer
mechanisms,
locations, newsletters about
service center
information and
institutional
the company,
programming through its websites. It advertises
its services in the printed media and over its own
broadcasting signals. Cablevisión also publishes
a free monthly guide distributed to most of its
cable television service subscribers and a monthly
magazine called “Miradas”, which is sold to a
portion of its subscriber base.

Customer service is provided through an integrated
service center that offers round-the-clock support,
with the aim of optimizing customer relations.
In this regard, it launched “Sucursal Virtual”, a
website that enables its subscribers to interact
with the company to follow procedures that were
previously carried out through a telephone call or
even in person.

Even though most interactions take place over
the phone, subscribers may also contact the
customer service by e-mail, fax, chat, the web
site and the social networks, mainly Facebook and
Twitter. Cablevisión is certified under the model
of the COPC (Customer Operations Performance
Center) standards, which foster improvements
in the processing of customer's inquiries. Not
only was this achieved by making changes in
the procedures, but also by delivering results
that boost customer's satisfaction. This high-

performance management model is used by the
world's leading service companies. In addition,
Cablevisión included a solution called “Interaction
Analytics” that provided further information to
spot opportunities for improvement in customer
service. The satisfaction
indicators remained
above the target of 85%, Top Two Box, confirming
the excellence of the services provided by the
Company.

COMPETITION
Cablevisión competes
in the cable television
segment against other cable television operators
and providers of other television services, including
direct, satellite and broadcast services. Given the
fact that licenses are granted on a non-exclusive
basis, Cablevisión's systems are frequently subject
to overlapping of one or multiple competing cable
networks; in addition to the satellite service that is
available throughout the company's entire coverage
area. Free broadcasting services are currently
available to the Argentine population. In the AMBA
region, these services primarily include four private
television signals (one of them is controlled by
Grupo Clarín) and their local affiliates and a national
state-owned television signal. Additionally, under
a project aimed at implementing the Argentine
the National
Terrestrial Digital TV System,
Government handed out digital set-top units among
certain sectors of the population that allow free
access to certain signals.

02.

PRINTING
& PUBLISHING

PRINTING AND PUBLISHING

Grupo Clarín, through Arte Gráfico Editorial
Argentino S.A. (“AGEA”), is the main newspaper
publisher in Argentina and one of the most
prominent editorial content producers in Latin
America.

Out of Grupo Clarín's total sales in 2015, the
Printing and Publishing segment accounted for Ps.
4.303 billion, considering intersegment sales. This
segment derives revenues primarily from the sale
of advertising, newspaper copies and magazines
and optional products.

ARTE GRÁFICO
EDITORIAL ARGENTINO
AGEA publishes Clarín, the flagship Argentine
newspaper and one of the most important in terms
of circulation in the Spanish-speaking world;
Olé, founded in 1996, the first and only sports
newspaper of its kind in the Argentine market;

Diario La Razón, a pioneer in the free newspaper
segment; Diario Muy; and regional supplements.
It also publishes Genios, a magazine with a high
penetration rate in the schoolchildren's segment;
Jardín de Genios, aimed at children between 2
and 5 years of age that comes with a supplement
for parents; Ñ, a cultural magazine that reflects all
cultural news and trends; Revista Pymes, aimed at
small- and medium-sized businesses; and Diario
de Arquitectura, aimed at the construction world,
architects, designers and building contractors,
among other products.

AGEA has a strong presence in the on-line
classified ads segment through vertical sites,
including Autos, Inmuebles y Empleos and in
the Internet content market through its websites
clarin.com, ole.com.ar, entremujeres.com and
biencasero.com.

ADJUSTED EBITDA

(In millions of Ps.)

NET SALES

(In millions of Ps.)

G
N
H
S
I
L
B
U
P
D
N
A
G
N
I
T
N
R
P

%
7
1
4
Y
O
Y

6
6
3
0
3

4
3
0
3
4

5
1
0
2

4
1
0
2

G
N
H
S
I
L
B
U
P
D
N
A
G
N
I
T
N
R
P

6
2
1
1

5
1
0
2

4
1
0
2

%
3
2
8
1
Y
O
Y

)
7
6
3
1
(

OPERATING STATISTICS - PRINTING AND PUBLISHING

Circulation(1)

Circulation share %(2)

Advertising share %(3)

2015
261.7

39.4%

51.2%

2014

276.5

38.7%

53.4%

YoY

(5.3%)

1.7%

(4.1%)

(1) Average number of copies according to IVC (including Diario Clarín and Olé)

(2) Share in Buenos Aires and Greater Buenos Aires Area (AMBA) Diario Clarín. Source: AGEA and IVC.

(3) Share in Buenos Aires and Greater Buenos Aires Area (AMBA) Diario Clarín. Source: Monitor de Medios Publicitarios S.A.

DIARIO CLARÍN
With a long-standing journalistic and commercial
leadership consolidated in its 70-year track record,
Clarín is the most prominent Argentine newspaper
in terms of outreach, circulation and advertising.

The success of its prestigious editorial line lies
in its identification with the needs and emotions
of its audience through a plural and independent
journalistic style that includes the most diverse
opinions. Clarín's approach to reality is in tune
with its audience, supporting this bond with the
responsibility and credibility that characterizes
thorough
its

Its extensive and

journalists.

PRINTING AND PUBLISHING

investigations, approaches and analyses are
conveyed in clear and direct language, providing
its readers with easy access to the different
sections and issues.

With an average daily circulation of 227,000
copies, Clarín's circulation is 1.5 times higher
than its closest competitor, while Sunday's sales
exceed 511,000 daily copies, placing Clarín among
the major Sunday newspapers of the world. Clarín
has a 39.4% share of the newspaper market in the
City of Buenos Aires and the province of Buenos
Aires and a 23.6% share at a national level.

Clarín 365, designed to build loyalty among
readers and to reinforce its close bond with
them, as well as to retain circulation, offers its
over 383,000 subscribers a discount, promotion
and benefit program they can use in over 1,300
brands and 5,500 stores nationwide. During
2015, the focus was on improving the service
rendered to subscribers and readers, optimizing
the performance of the benefits offered by the
program, creating a more efficient communication
channel with readers and redesigning graphic
communication with new campaigns and an

exclusive website. AGEA executed agreements
to
increase the number of subscribers and
implemented the application App 365, which is
more dynamic and seeks to reinforce its close
bond with subscribers.

AGEA leads the print media market with over Ps.
1.014 billion in sales in 2015, ranking first in terms
of advertising revenues and sold advertising space.
AGEA also leads all advertising categories (display,
special section and classified ads). During the year,
on-line advertising sales rose to Ps. 175 million.

The Zepita facility, where Dario Clarín is printed,
has a surface area of 35,000 m2 and capacity to
store 12,000 tons of newsprint. It has five Goss
Metrocolor rotary offset printing presses that
enable it to print 300,000 copies of 80 full-color
pages per hour. The entire production process is
developed in accordance with leading industrial
criteria -such as the “computer to plate” (CTP)-
and environment preservation standards, such
as, ISO 14001. Ongoing audits are conducted by
companies that are engaged for that purpose.

For the last few years, Clarín has been engaged

in a significant business transformation process.
It started with the production of a single product
-Diario Clarín- that reached its readers through
the newsstands under a reading contract that was
renewed every 24 hours. It had a direct relationship
with advertisers or through agencies. In the last few
years, the Company has maintained those standards
and undertaken the challenge of adjusting its
business environment to an increasingly complex
environment for traditional media. Thanks to the
proliferation of web sites, Clarín now maintains
a direct link with millions of readers, where
information is updated by the second.

During 2015, Clarín celebrated its 70th anniversary
with a large comprehensive campaign launched in
June through an important coverage in television,
radio, print media, billboards and movie theaters
with high frequency levels. The TV spot won the
award Lápiz de Plata given by the prestigious
Editorial Dossier of Argentina. In turn, all the
supplements that are part of the newspaper's
editorial offering also celebrated the anniversary
and issued a special edition with the highlights
that marked the country and the world in the last
7 decades.

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L
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3.270

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3.700
s t r e
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D i n
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R
Jan Mayen
Noruega

e
c

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r
a
ISLANDIA
2.119
Islas Faroe
Dinamarca

Mar
Céltico
O C É A N O
d e
C a n a l

l a M a n c h a .

Brest
FRANCIA

Madrid

Islas Shetland

Islas Orcadas

R.U.

LON
Dublín

IRLANDA

MAR DEL
DINAMARCA
NORTE

Sacramento

San Francisco

Los Angeles
San Diego
Tiju a n a

Isla Guadalupe
México

Islas Revillagigedo
México
Isla Clarión

ESPAÑA

C
a

f
o
r
n

is
M

BAHAMAS

Raleigh

Nashville

GIBRALTAR
R.U.

Azores
(Açores)
Portugal

Casablanca

Islas Bermudas
R.U.

GOLFO DE
MÉXICO

Chihuahua
M

PORTUGAL
Lisboa

O k la h o m a
D a lla s

Santa Fe
4.418
Phoenix
Mexicali

A T L Á N T I C O

Atlanta
Montgomery
Nueva Orleans
Tampa
M i a m i
N a s s a

Cocina rica
sissippi
y saludable
Houston
uerto Príncip e
n A
ntonio
Monterrey
Islas T u r c a s y C
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Guadalajara
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03. Pollo para toda ocasión
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arranquilla
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Medellín
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GAMBIA
GUINEA-BISSAU
Bissau
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Freetown
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Rocas de San Pedro y San Pablo
m

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d d e P anamá

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San José

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Islas Caimán
R.U.
JAMAICA

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Marrakech
MARRUECOS

SAHARA
OCCIDENTAL
Marruecos

Habana
CUBA

M A R
C A R I B E

Islas Canarias
España

Islas Madeira
Portugal

Nouakchott

BOGOTÁ

COLOMBIA

Clipperton
Francia

San Juan

MAURITANIA

R
E
I s. V í r
T
S

Tombuctú

Laayoune

Dakar

CABO VERDE

Macapá

BARBADOS

Y
A
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Cali

PANAMÁ

GUINEA

Francia

SENEGAL

Praia

HAITÍ

Brasil

C i u

i b o

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S U

a i c

I C

COSTA DE MARFIL

ISLAS GALÁPAGOS
(ARCHIPIÉLAGO DE COLÓN)
Ecuador

Isla del Coco
Costa Rica
a
Isla de
Malpelo
Colombia
ECUADOR
Guayaquil
Piura

A
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Vista
Límite reclamado
por Surinam

A
Leticia

mazona s

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el
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2.918

M A L I

N Í G E R
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H
Niamey

Kano
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3.415

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C H A D
L
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N
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G
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C

Bunia

Bangui
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Bujumbura

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L. Tanganica

FRANJA DE AOZOU
N O R T E

Ostrov Komsomolets

Ostrov Oktyabr'skoy Revolyutsii
Ostrov Bol'shevik

L A D E N U E VA S I BERIA
I S
M A R D E
L A P T E V

7 5 °

M A R
D E S I B E R I A
O R I E N T A L

N i z h n e y a n s k

1.146
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75°

90°

105°

120°

135°

150°

165°

90°

180°

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s
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1,717
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606
SEVERNAYA ZEMLYA
(TIERRA DEL NORDESTE)
T I E R R A D E F R A N C I S C O J O S É
E K

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ovaya Z e m l y

R D

M A R D E B A R E N T S

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Salekhard

Dickson

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1.701

M A R D E

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G A
P
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N
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S
Estocolm
Turku
2.469
Oslo
Copenhague

Berlín
PAÍSES BAJOS
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ALEMANIA
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París
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VATICANO
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r

1.895

l s

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E
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A

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R
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Kiev
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M

y
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Ufa
Samara
niy Novgorod
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Stavropol'
5.6 4
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MAR
NEGRO
GEORGIA
T U R Q U Í A

ARM.

RUMANIA

BULG.

ESTONIA
LATVIA
LITUANIA
Rusia
POLONIA
Varsovia
R E P Ú B L I CA
C H E C A
AUST.
ESLOV.
CROACIA

E S L O V A Q UIA
SERB.
B O S N. Y
H E RZG.
KOS.
N T.
m a

HUNG.

ED.

N.
GRECIA

Ankara

ESTAMBUL

2 m
MAR
Tiflis
A Z E R B .
Ereván

Taskent
UZBE
TURKMENISTÁ

KIS

Bakú
CASPIO

Asjabad

TEHERÁN

Yeniseysk

Kras n
Novosibirsk

Barnaul

S
Ob'
Tomsk
Omsk

Surgut
U
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r
e
t
Irtysh
Tyumen'
Chelyabinsk
Astana
Magnitogorsk
Semey
K A Z A J I S T Á N
Mar de
Aral

Lago
Balkash
Biskek

Atenas

CHIPRE

SIRIA

D a m a s c o

IRAQ
FRANJA OCCIDENTAL

B A G D AD

LÍBANO

ISRAEL

JORDANIA

EL CAIRO

KUWAIT
A R A B I A
BAHRÉIN

l
f
o

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E G I P T O
Aswân

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Límite reclamado
por Sudán
n
Port S u d a
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n

872

r m a

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Asmara

AFG A N I S

T
Kabul
LAHORE
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D E L H I
Jaipur

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érsico

Q A T A R
E.A.U.
S A U D I T A
a li
a

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Sa n á
Y E M E
n
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d
A
l
G o
A b e ba
SOMALIA
Hargeysa
A
I
L

KARACHI
Abu Dhabi
Golfo de Omán
Muscat
b
A h m a d a
N
t
S u r
Á
MUMBAI
(Bombay)
p ur
a
h
K o l
e
D a v a n g
g
B a n
Thiruvan a n t h a p u r

M A R
n
é
A R Á B I G O
Socotra
Yemen

LAKSHADWEEP
India

d i s

S U D Á N
Wau
D E L S U R
Juba

Khartoum

YIBUTI

Malakal

A
E T I O P Í A
Límite reclamado
por Kenia
M
Lokitaung

DA
KENIA
Kampala
L. Victoria

A
G
U
Kigali
RUANDA
BURUNDI
T A N Z A N I A

Kismaayo

Nairobi
Kilimanjaro

5.895 m

Zanzibar

Dodoma
Dar es S a l a a m
Kolwezi
A
B I

L. Malaui
(L. Nyasa)
MALAUI
Lilongwe
E

COMORAS
Moroni

Mogadishu

Luanshya
Z A M
Lusaka
Harare

Lubango
1.340

NAMIBIA

2.573

ZIMBABUE

Bulawayo
BOTSUANA
DESIERTO
DEL KALAHARI

BIQ U

e
e
u
al d
biq
Beira
m
n
a
a
C
z
o
M

Mayotte
Francia
A
C
S
A
G
A
D
A
M

M
A
Z
O
M

2.876

e li n

I. T r o m

Fr.

Antananarivo
MAURICIO

o
c
n
a
M a u r

Réunion
Francia

Isla s M a s c a r e n e

Islas Agalega
Mauricio

d e C a r g a d o s C a r a j o s
i c i o

656

T i k s i

I s l a d e W r a n g e l
C h e r s k i y
C Í R C U L O P O L A R Á R T I C O

P e v e k

hrebet Chersko g o

nskiy Khrebet
R
E
Ya k u t s k

2 . 9 5 9
M a y a

U s t '

M a n i

l y

1 . 8 3 0
K a r a m k e n

Vitim

A
s k
r
U s t ' I l im s k
Bratsk

Lago
Baikal

C h a g d a

2 . 4 1 2

Stanovoy Khr e b e t
T y n d a

M a g a d a n

P E N Í N S U L A D E

K A M C H A T K A

b
et

M A R D E
C h u m i k a n
O J O T S K
S A K H A L I N
B l a g ove s h c he n s k
Khaba rov sk
mu r
o k
t
H a r b i n
Vla div o
H O K K A I D O
J i l i n
SHENYANG

6 0 °
M A R D E
B E R I N G

P e t r o p a v l o v s k
K a m c h a t s k i y

u
K
s

Isla
S a p p o r o
HONSHU
Morioka
J A P Ó N

Öskemen
4.506
A

Novokuznetsk

C h i t a
Ulan Ude

Irkutsk
Ulan Bator
M O N G O L I A
CIZO DE ALTÁI
I
ÜRÜMQI
S H A N
N
I
Korla

B
G
G
M O
Baotou

Hami

Yakes h i
Qiqihar
T E RIOR
DO NG BE I
u n
L I A I N
h
c
C h a n g
BEIJING

Alm at y

T
KIRGUISTÁN
S I N K I A N G
Dushanbe
TAY.
Á N

Desierto
de Taklamakán
MONTA Ñ A S K UNLÚN
6.973

Islamabad
Límite reclamado por
T Í B E T
la India
I

Lanzhou

A l t u n Shan
TIANJIN
Qingdao
C H I N A
u a n g
Katm an d ú
Mte. Everest
8.85 0 m
L A Y A

' a n
X i
Límite
a
Z
reclamado
por China
CHONGQING
Dali

Thimphu
BUTÁN

Guiyang

Patna

Kunming
GUANGZHOU

BANGLADESH
Dacca
M YA N M A R
( B I R M A N I A )
Nay
Pyi Taw
Vientián

A
EPAL
Nueva
Delhi
I N D I A
Bhopal
Nagpur

Pune

Hanoi

Macao
HAINAN
Islas Paracelso

SHIKOKU

COREA DEL NORTE
Pyongyang
MAR DEL JAPÓN
(MAR DEL ESTE)
SEÚL
COREA DEL SUR
Kyōto
MAR
AMARILLO
Nanjing
KYUSHU
SHANGHAI
MAR DE
CHINA
K
ORIENTAL
U
Y
Taipei
R
IS.
TAIWÁN
HONG KONG
Islas Batán
Filipinas
Islas Babuyan

WUHAN
Fuzhou
Xiamen

TOKIO

Ōsaka

Daitō
Shotō
Japón

Iwo Jima

Kolkata
(Calcuta)
B A H Í A
Hyderabad
Nellore

B E N G A L A

D E

Islas
Andamán
India

Chennai
(Madrás)
Madurai
Colombo
SRI LANKA

Islas
Nicobar
India

TAILANDIA

Yangon
(Rangún)
M

a
r

d
e

CAMBOYA

o
l

M
Phnom
Penh
A
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R D E CHIN

L
A
N
O
I
D
RI
E
A M

Islas
Spratly

LUZÓN
Baguio
Quezon
Manila
Cebu
City
MINDANAO

F I L I P I N A S

Mar de
Sulú

Sri
Jayewardenepura
Kotte

SABAH

Binjai
K u a l a L u m p

M
BRUNEI
Bandar Seri Begawan
u r
Padang
Kepulauan
Mentawai

M A L A S I A
S A R
B O R N E O
Balikpapan

SINGAPUR

A K
2.987

Ma r d e
C é l e be s
Manado
CÉLEBES

Molucas

r e
alore
a m

M
a
l

i
v
a
s

PALAU

Davao

Kep. Talaud
Kep. Sangihe

Malé
MALDIVAS

Ascension
R.U.

St. Helena
R.U.

Luanda

Benguela

Namibe

ANGOLA
Huambo

U.S.

Islas Aleutianas
Línea internacional
de cambio de fecha

O C É A N O

PA C Í F I C O

30°

Islas
Bonin
Islas de los
Volcanes

T R Ó P I C O D E C Á N C E R

Minami Tori Shima
(I. Marcus)
Japón
N O R T E

Isla Wake
EE.UU.

M A R D E F I L I P I N A S

ISLAS
MARIANAS
DEL NORTE
EE.UU.

Saipan

Islas Yap

Isla de Guam

EE.UU.

n d

A t o l ó

1 5 °

i n i

B i k

ISLAS

MARSHALL

Majuro

Melekeok

Palikir

ESTADOS FEDERADOS DE MICRONESIA
I S L A S C A R O L I N A
e l A l m i r

S
z g o
n
ECUADOR

K I R I B A T I
Tarawa
(Bairiki)
0°

Islas

NAURU

Isla s d

Victoria

Islas
Amirante

C H E L L E S

Diego Garcia

Archipiélago de Chagos
(Oil Islands)
Territorio Británico
del océano Índico

3.800
n g
a
P a l e m b
A
YA K A R T
B a n d u

I N D O N E S
Ambon
ISLAS MAYORES DE LA SONDA

Mar de Java
Semarang
g S
Bali
n
JAVA
I. de Navidad
Australia

Makassar
Flores
ISLAS MENORES DE LA SONDA
baya

Timor

Dili

Mar de
Timor

Islas Cocos (Keeling)
Australia

I A

ARCH. BISMARCK
Mar de
Bismarck

NUEVA GUINEA

Nueva Irlanda

TIMOR-LESTE
(TIMOR ORIENTAL)
Mar de Arafura

Darwin

Nueva
Bretaña

PAPÚA
NUEVA GUINEA
Port
Moresby

PEN. DEL
CABO
YORK

Bougainville
ISLAS
SALOMÓN

Guadalcanal

Honiara

alo

Archipiélago
de las Luisiadas

O C É A N O

Rodrigues

Mauricio

Port Hedland

Cam

Derby
Tennant Creek

Gilbert

T U V A L U

Funafuti

Islas de la
Santa Cruz

15°

FIJI

Suva
Viti Levu

30°

Islas Midway

EE.UU.

(

Esta

os U

Kau a ‘i

P A C Í F I C O

TRÓPICO DE CÁNCER

nid

)

4.205

Honolulu
Maui
Hilo
Hawai´i

15°

Atolón Johnston

EE.UU.

N O R T E

Atolón

Palmira

EE.UU.

I. Jarvis

EE.UU.

I. H o w la n

I. Baker

EE.UU.

0°

Islas Fénix

N.Z.

Tokelau

Línea internacional de cambio de fecha

ECUADOR

Kiritimati

(I. Navidad)

ISLAS
MARQUESAS

Francia

ARCHIPIÉL

O D

Rangiroa
ISLAS DE LA
CIEDAD

Papeete
Tahití

E T

POLINESIA FRANCESA
Francia

TRÓPICO DE CAPRICORNIO

S A

(ISLAS T

Tubuai

Îles Gambier

AI)

Rapa
ALES

Rarotonga

Islas

Wallis

Fr.

15°

SAM

Apia

SAMOA

AMERICANA

EE.UU.

Isla de Samoa

o Pago

Grupo

Lau

Niue

N.Z.

TONGA

N u k u ‘ a l o fa

3 0 °

I s l a s

K e r m a d e c

N . Z .

O C É A N O

Isla Ducie

Isla Pitcairn
Reino Unido

Isla de Pascua
(Rapa Nui)
Chile

Isla Sala y Gómez
Chile

P A C Í F I C O

Manaus

Itaituba

Belém

Fortaleza

Caxias

Marabá

B R A S I L

Archipiélago de
Fernando de Norohna
Brasil
Recife

Feira de Santana
Brasilia

Cuiabá

Salvador (Bahia)
Ilhéus
Montes Claros
Vitória

Ilha de
Trindade

Ilhas Martin Vaz

Brasil

Trujillo

Wok de pollo
y vegetales

Cusco

LIMA

Rio Branco

BOLIVIA
Cochabamba

La Paz
Tacna
Arica
Iquique

Santa Cruz

Goiânia

Sucre

Belo Horizonte
Bauru

nción

Salta

Pollo relleno
Antofagasta
a la Kiev

Isla San Félix
Chile

Isla
San Ambrosio

6.880

6.723

H
Córdoba
6.961

Cerro Aconcagua
Santiago
Pastel familiar
c i ó n
C o n c e p
de pollo y jamón

T
s a
o
a R
S a n t
N
Valdivia

Archipiélago
Juan Fernández
Chile

S
A
P
M
A

Puerto Montt

SÃO PAULO

Curitiba

Arg.
á
n
a
r
a
P

Posadas

Florianópolis
Porto Alegre
Pelotas
Montevideo

URUGUAY
Arg.
1

2 3

Mar del Plata

Ciudad de Buenos Aires
Bahía Blanca
Viedma
Península Valdés
Puerto Madryn
Comodoro Rivadavia
Puerto Deseado

Península de Taitao

1 Límite del lecho y subsuelo
2 Límite exterior del Río de la Plata
3 Límite lateral marítimo argentino-uruguayo

I s l a s C h a t h a m
N . Z .
4 5 °

S U R

RÍO DE JANEIRO

Windhoek

O C É A N O

Gaborone

Johannesburgo

2.202

Bloemfontein

SUDÁFRICA

Pretoria (Tshwane)
Maputo
SUAZILANDIA

LESOTO

Durban

Maseru
Port Elizabeth

Ciudad del Cabo

Grupo
Tristan
da Cunha
R.U.

Í N D I C O

Carnarvon

Isla Amsterdam
Francia

Perth

Albany

A T L Á N T I C O

Islas Príncipe
Eduardo
Sudáfrica

Islas Crozet
Francia

Islas Kerguelen
Francia

Punta Arenas

ISLAS MALVINAS
Arg.

Pto. Argentino

Rocas Cormorán
Arg.

Tierra del Fuego
Ushuaia

Islas Georgias del Sur

Arg.

Islas Diego Ramírez
Chile

r a

e D

P a s a j

74°

Islas S h etla n

k e

M A R D E L S C O T I A

e l S

d d

Islas Orcadas
del Sur

Islas
Sandwich
del Sur
Arg.
25°

S U R

PENÍNSULA
ANTÁRTICA

Plataforma de hielo
de Riiser-Larsen

M A R D E
W E D D E L L

Bouvet
Noruega

CÍRCULO POLAR ANTÁRTICO

P e n í n s u l a
Riis e r -

a r s
T I E R R A D E

M A

Islas McDonald

Isla Heard

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165°
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4.897 m

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Isla de
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Plataforma de hielo
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120°

105°

90°

75°

60°

45°

30°

15°

0°

15°

30°

45°

60°

75°

90°

105°

120°

135°

150°

165°

90°

I C O S

Mte.
Erebus
3.794 m

R
A
S
Plataforma
de hielo

N
de Ross

MONTES T R A

180°

Cairns
Townsville

Espíritu Santo
VANUATU
Port Vila

Nueva
Caledonia
Francia

Nouméa
TRÓPICO DE CAPRICORNIO
OCÉANO
PACÍFICO
Isla Norfolk
Australia
SUR

30°

GRAN DESIERTO
DE ARENA
A U S T R A L I A
Gran desierto
Victoria

Desierto de
Simpson

Alice Springs

Port
Augusta

Gran
Bahía
Australiana

Ad e l a i d e

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2.228 m
Estrecho de Bass
TASMANIA

Melbourne
T A S M A N I A

Hobart

Brisbane

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Australia
Newcastle
Sydney
M A R D E
Canberra, A.C.T.

Wellington
ZELANDA
3.754

ISLA DEL SUR
Chri s t c h u r

45°

Ball's Pyramid

Auckla
Hamilton
ISLA DEL NORTE
NUEVA

2.797

Islas Auckland
N.Z.

I. Macquarie
Australia

60°

Proyección Winkel Tripel

ESCALA 1:89.822.700
0

1.000

500

KILÓMETROS

1 CENTÍMETRO = 898 KILÓMETROS EN EL ECUADOR

1.500 2.000 2.500

Polo Sur Magnético
2013

Islas Balleny
S

D E

75°

M A

6 0 °

CON ESTA EDICIÓN,
DE REGALO

Caldos
MAGGI®

C Í R C U L O P O L A R A N T Á R T I C O

7 5 °

M A R D E R O S S

180°

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El libro de las mil
y una noches

NOCHES 390a A 487a

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EL GRAN LIBRO CLARÍN DEL CORREDOR

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LA TÉCNICA

CÓMO SER MÁS EFICIENTES: ECONOMÍA DEL DESPLAZAMIENTO • MECÁNICA DE
LA PISADA • LA POSTURA PERFECTA • TODO SOBRE INDUMENTARIA • LO NUEVO
EN TECNOLOGÍA • CIRCUITOS DEL MARATÓN Y MEDIO MARATÓN DE BUENOS AIRES

EJERCITÁ
TUMENTE

PROGRAMA PARA ACTIVAR
LA INTELIGENCIA

Los beneﬁ cios que ejercen los juegos de
ingenio en el rendimiento intelectual son
indiscutidos. Mantené activa tu inteligencia
y atrevete a resolver los más de 1000 juegos
recopilados en esta edición de 12 entregas
totalmente recargada, que incluye las
últimas tendencias en cuanto a pasatiempos:
brain training, sudokus, trivials, Claringrillas
y arte antiestrés, con dibujos y mandalas
para colorear.

TÍTULOS DE ESTA COLECCIÓN

BÁSICO 1
Livianos y simples

BÁSICO 2
Entretenidos y placenteros

BÁSICO 3
Energizantes

BÁSICO 4
Sencillos, pero no tanto

INTERMEDIO 1
Agitadores de neuronas

INTERMEDIO 2
Adrenalina pura

INTERMEDIO 3
Duros de roer

INTERMEDIO 4
Peligrosos

AVANZADO 1
Reto de titanes

AVANZADO 2
Tan difíciles como atrapantes

AVANZADO 3
Aunque lo parezcan, no son imposibles

AVANZADO 4
Infernales (o celestiales)

Y FIChaS
De CULtIvoS

Con
Con
reCetaS
reCetaS
PARA UTILIZAR
PARA UTILIZAR
LO PRODUCIDO
LO PRODUCIDO
EN LA HUERTA
EN LA HUERTA

Primeras Pautas
Primeras Pautas
La huerta orgánica • Las verduras • Cómo empezar •
La huerta orgánica • Las verduras • Cómo empezar
TOMATE; MORRÓN; PEPINO; ZAPALLITO
TOMATE; MORRÓN; PEPINO; ZAPALLITO

E
J
E
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C
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U
M
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B
Á
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1

L
i
v
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a
n
o
s
y
s
i
m
p
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e
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CON NUEVOS JUEGOS
BRAIN TRAINING
SUDOKUS
TRIVIALS
CLARINGRILLAS
ARTE ANTIESTRÉS

EJERCITÁ
TU
MENTE

PROGRAMA PARA
ACTIVAR
LA INTELIGENCIA

BÁSICO 1
Livianos y simples

La mejor relación

1001
L A C O L E C C I Ó N

1001
LA COLECCIÓN

5 Claves para entender el lenguaje de los perros
5 Cómo se comunican con los humanos
5 Cómo se comunican con otros animales
PRODUCTS
The basic offer of the newspaper is comprised by
the main body and its supplements: Entertainment,
Sports and Classified ads. Weekly supplements,
such as, Rural, Countries, iEco, Autos, Mujer, Sí,
Viajes, New York Times, and Ollas, make Diario
Clarín one of the most comprehensive newspapers
in the market.

to offer

The Company continued
regional
newspapers that maintain the concept of proximity
and symmetry with readers. As from December,
the Company reorganized its structure. It reduced
from 10 to 9 regional newspapers; the news in
the regional newspaper of San Miguel / José C.
Paz / Malvinas Argentinas are now published in
the regional newspapers of Tigre / San Fernando
(Malvinas Argentinas was added) and San Martín
/ Tres de Febrero (San Miguel and José C. Paz
were added), apart from its 2 monthly regional
newspapers.

1001
LA COLECCIÓN

PRECIO EN ARGENTINA: $ 34,90

with coverage in the following locations: Vicente
López, San Isidro, Morón, Ituzaingó, Hurlingham,
Lomas de Zamora, Avellaneda - Lanús, San
Martín, Tres de Febrero, La Matanza, Tigre, San
Fernando, San Miguel, Malvinas Argentinas,
José C. Paz, Quilmes, Berazategui and Florencio
Varela. The monthly supplements published for
Pilar, Escobar, Zárate and Campana, and Moreno,
General Rodríguez and Luján are also part of the
offering.

Like every year, the Sports Supplement of Diario
Clarín covered the most prominent sports events
through its usual and its special editions, such as
the South American Cup, the Libertadores Cup,
the Local Championship, 4 Grand Slams and F1t
editions. As usual, soccer had its preferential spot.
Diario Clarín made a broad editorial coverage of
the Copa América Chile 2015 and the Clubs World
Cup in Japan, providing the best information and
services to its readers.

the secrets of
leading companies, personal
finance, marketing and the labor market. The
Rural supplement is a management tool for the
production sector, embracing all the solutions
and technologies for agricultural businesses. It is
published on a weekly basis.

In order to continue to provide services and add
value to its readers, Diario Clarín constantly
keeps up to date and offers a wide range of
editorial products together with the core product,
addressing the need to satisfy an increasing
segmentation among the diverse demographic
groups. The following are among the most
prominent collectible products for the period:
“Crecimiento emocional”, “El gran libro de las
pizzas”, “Atlas Global de National Geographic”,
“Las mil y una noches”, “La nueva enciclopedia
Argentina de la A a la Z”, “Vida más saludable”,
“Experiencia running”, “La biblia con Francisco”,
“El gran libro del crochet 2015”, “El gran libro
de los perros”, “Premio Nobel de la literatura”,
“El gran libro de Blanca Cotta”, “Cocina para las
fiestas”, “200 deco ideas”, among others.

The product yielded considerable profitability
for the sixth consecutive year and was a good
support to the Thursday edition of Diario Clarín,

iEco is the economic supplement of Diario Clarín,
and offers readers an in-depth economic review,

El libro de las mil y una noches6Historias de pasión, de locura y misterio, de fantasía y de muerte, forman una obra única que revela el mundo oriental y el alma árabe. Los cuentos de estas “noches infinitas”, como las definió Borges, se suceden unos tras otros en la melodiosa voz de Schehrazada y permiten que el lector viva las aventuras de Simbad, Aladino, el visir Giafar o Alí Babá, entre muchas otras.

INTERNET
With a strong share in all major social platforms,
Clarín has been employing an
innovative
communication, dissemination and presence
strategy in websites, thus consolidating itself as
the undisputed benchmark in the “social media”
journalistic category.

Clarín.com has been comprehensively renewed
and features a new design that addresses the
major changes derived from Internet in the way
readers consume news and information. The
website, with larger display of images, new
sections and a structure that reorganizes the
traditional news categories, is constantly updated
through an integrated newsroom. Apart from
renewing its main site, Clarin.com launched
new versions for mobile devices through web
applications that allow users of mobile phones
and tablets with any operating system to access
the site. The newspaper's mobile application was
redesigned to turn it into a renewed and more
dynamic application with new functionalities. As
a result, there was a 22% increase in the number
of applications installed in Android systems. In
addition, Clarín made changes in the access to
the web version through a user system in order to
provide a better service and interaction with the
reader.

These actions allowed Clarín.com to continue as
the news site with the highest market share in
Latin America with 28 million unique visitors and
more than 284 million page views per month.

With
its sites “Deautos”, “Argenprop” and
“Empleos Clarín”; the company maintains its
strong presence in the on-line classified ads for
cars, real estate and jobs.

The most outstanding sites in the AGEA network
are Vía Restó, Clarín's online restaurant guide;
Biencasero.com, a site with practical solutions to
enjoy the cooking experience; Entremujeres.com,
which continued to grow in terms of unique
visitors and consolidated itself as one of the most
visited sites, with over 3.9 million unique visitors;
and Extrashow, a site that keeps readers updated
with the best information on movies, theater
plays, TV shows, music and celebrities from
Argentina and the rest of the world, received more
than 37 million visits in the last 6 months.

El Gran DT is another alternative among online
products. Argentina's most popular game managed
to engage more than 5 million participants since
its launch at the 2008 Apertura Tournament. Each
online edition of Gran DT engages more than
650,000 participants who have the chance to build
their fantasy teams and win outstanding prizes.

PRINTING AND PUBLISHING

to build upon

MAGAZINES
the
AGEA also continued
achievements attained by the cultural magazine
Ñ. During the year, several initiatives were
carried out, aimed at engaging readers through
the launching of collectible products and special
editions, and the creation and sponsorship of
forums comprising different cultural issues and
involvement in and sponsorship of major cultural
events, such as the Feria del Libro de Buenos Aires
(Buenos Aires' Book Fair).

Revista ELLE is a high-end magazine for women
mostly focused on fashion, beauty and news. In
2015, its circulation exceeded a monthly average
of 25,000 copies. Revista Pymes continued to
consolidate its position with a special offering
that reflects the voice of entrepreneurs and the
keys to their strategies.

In 2015, the Company continued to publish the
magazines Genios and Jardín de Genios. With
children and school in mind, these magazines
were created with
integrating
content for children, parents, school and society,
combining
entertainment.
Genios had an average circulation of more than
44,000 copies, while the monthly issue of Jardín
de Genios retained its leading position in the

education with

the aim of

children's magazine segment with over 57,000
copies sold. During 2015, “Tiki Tiki”, a magazine
aimed at children aged 7 through 14, continued to
strengthen its position.

During the year, the company continued to publish
the monthly magazine-catalogue, Shop & Co,
which includes discount coupons on important
brands.

OTHER NEWSPAPERS
La Razón, which was added to Grupo Clarín in
late 2000, is the pioneer among free-distribution
newspapers. It is mainly distributed in the public
transportation network of the City of Buenos
Aires in more than 200 locations, including
trains, subways and highways. La Razón is also
distributed at certain bars and among a group
of opinion leaders through an exclusive mailing
program.

Diario Olé is the first and only sports newspaper in
Argentina. Since 1996 and with an average annual
historical circulation of 32,000 copies per day, Olé
continues to lead the sports editorial market, and
is one of the highest circulation newspapers in the
city of Buenos Aires, including general interest

newspapers. Among its editorial offering, it has
the broadest and most comprehensive soccer and
multi-sport coverage. Since its inception, it has
drastically changed reading habits and managed
to engage a new generation of young readers,
avid for information and critical opinions. The
editorial profile is fresh and complicit with an
agile and informal style focused on photography,
illustrations and infographics as communication
tools, with a good design and modern and
effective production technology. In a year marked
by major events such as the Rugby World Cup
in England, the Copa América in Chile and the
Clubs World Cup in Japan, Olé published the
most comprehensive guides, providing the most
relevant information and views, as well as the
best sports analysis.

In 2011, Clarín launched MUY, a dynamic,
visually designed and entertaining newspaper,
which features news in addition to regional
pages and sports and show business sections.
With a “TV-format” design, the newspaper
summarizes
resounding police
cases and breaking news on soccer clubs and
celebrities. During 2015, the newspaper MUY
has continued to offer promotions, optional
books and free collectibles.

the most

PRINTING AND PUBLISHING

TINTA FRESCA
Founded in 2004, Tinta Fresca Ediciones S.A. is
an Argentine publishing company focused on
textbook publishing for all stages of the Argentine
education system. Tinta Fresca seeks to place
books at the heart of the teaching and learning
processes and have teachers and students use
them as an effective and updated learning tool.
With more than 370 titles, its editorial offering
has been enriched with the incorporation of
sourcebooks, as well as an interesting offering
of children and youth literature, dictionaries and
reference books, and collectible products.

In November 2009, Tinta Fresca executed an
agreement with the National Agency for the
Promotion of Science and Technology and
the inter-university consortium ELSE, for the
publication of a catalogue of books focused on
teaching Spanish as a foreign language (ELE). The
project, which consisted in the development of
four books, was completed during 2014, and the
company began to sell these books during 2015 in
printed and digital versions.

The business founded in Mexico in 2007, in
partnership with the Mexican group MILENIO,
has increased to 13 the number of titles in the
catalogue of the Secretariat of Public Education,
compared to the 12 titles that made up the
catalogue last year. Also during 2015, 4 titles
were approved, therefore, the catalogue to be
issued in 2016 will have 14 titles for public schools
and 17 titles for private schools. During 2015, this
company continued to work with the promotion
team and reinforced its work at private schools.
In addition, this company hired a specialist in
promotions to handle its official sales.

ARTES GRÁFICAS RIOPLANTENSE
AGR is a comprehensive printing production
company that meets the special printing needs
(magazines, optional and collectible products,
among others) of Clarín and Olé, apart from
producing large volumes of graphic material
(books, advertising brochures, etc.) for other major
editors in the region, which makes it the leading
printing services company in Latin America.

In 2015, AGR retained its leading position in the
sector with net sales of Ps. 439.1 million.

In addition to the progress made in improvement
its production
and control management of
processes, during 2015, AGR continued to make
progress in the production of advertising brochures
and increased its activities in the printing market
due to the election year. AGR purchased and
installed a flatbed printer in order to meet higher
quality standards and reduce the turnaround time
of this type of products. During the period, AGR
implemented the digital printing line for books and
was able to produce books for different publishing
companies.

the FSC standard and

AGR successfully completed the implementation
ISO 14000, an
of
internationally accepted standard that allows for
the establishment of an effective Environmental
Management System (EMS) to achieve a balance
between maintaining profitability and reducing
the environmental impact. On the other hand,
AGR focused on ongoing improvements to reduce
waste.

In May 2000, AGR entered into an agreement with
the Techint Group, acquiring 50% of Impripost

Tecnologías S.A. (“Impripost”). Impripost is mainly
engaged in the overall production and printing of
invoices, advertising brochures, forms, labels and
cards. It also provides envelope-stuffing services
for mass mailing.

During 2015,
Impripost focused on business
development. It was able to maintain its main
customers, renew contracts and enhance its
reach to new customers. It also made a significant
renewal of its fleet of machines to be in line
with the latest technological developments. In
addition, it continued with its social investment
programs and with the awareness and prevention
campaigns and actions on health issues.

In 2011, the Company acquired an interest in the
capital stock of Cúspide Libros S.A. through AGR.
Cúspide Libros has two business areas: retail
sales, with 30 branches located throughout the
country; and wholesale distribution, which has
approximately 1,500 customers. “Cuspide.com”
leads the on-line bookstore market. During 2015,
the company focused on a growth and expansion
plan, whereby it opened 5 new branches in
different provinces: One in Puerto Madero, in the
City of Buenos Aires, one in the Province of San
Luis, one in San Miguel de Tucumán and two in
the Province of Buenos Aires, in San Isidro and
Cariló.

reception,

classification,

UNIR S.A. is a company engaged in wholesale
mail
scheduling,
transportation, warehouse, logistics, distribution,
and delivery services. As from August 25, 2008,
AGEA holds a 93.41% direct controlling interest
in Unir.

PRINTING AND PUBLISHING

and quality of units sold. The site Rumbosdigital,
a little more than two years after being launched,
had more than 580,000 unique visitors, registering
an 81% increase in the last twelve months.
Revenues from CMI's digital activities accounted
for 22% of its aggregate advertising revenues.

PAPEL PRENSA
Papel Prensa S.A.I.C.F. y de M. is the first producer
of newsprint that is wholly owned by Argentine
capital. It started its operations in 1978 and
is currently Argentina's major producer. As of
December 31, 2014, the shareholders of Papel
Prensa were AGEA (37%), CIMECO (12%), S.A. La
Nación (22.5%), the Argentine federal government
(27.5%), and other minor investors (1%).

CIMECO
CIMECO S.A. was organized in 1997 with the
aim of acquiring equity interests in Argentine
and foreign newspapers, seeking to preserve the
regional journalism industry, blending experience,
synergy and economies of scale, without altering
its editorial principles. CIMECO holds a majority
interest in two of the three largest regional
newspapers in Argentina: La Voz del Interior
(Córdoba) and Los Andes (Mendoza).

reporting
Los Andes newspaper has been
Mendoza's news since 1882.
In that year,
the Calle family founded one of the oldest
journalistic companies in the country. Los Andes
is a benchmark brand in the market. In 2015, Los
Andes was actively involved in all major provincial
events and put special emphasis on driving the
growth of the on-line version, positioning its
loyalty program Los Andes Pass and subscriptions,
which recorded a 17% year-on-year growth, and
boosting the sale of optional products.

La Voz del Interior S.A. has again maintained its
leadership position in the printed press and its
position as an information and entertainment
digital benchmark in the central region of the
country. Its two printed newspapers, La Voz del
Interior and Día a Día, have continued to maintain
a significant market share in the province of
Córdoba.
In addition to this, the sectional
directories and the sustained growth in the
distribution of third party and in-house editorial
products have contributed to an increase in
contracts with clients. Its web sites position the
newspaper as a leader in unique visits and page
views in the provinces of Argentina. During the
year, the operation of its multi-platform newsroom
was consolidated and
increased subscription
sales. It is worth noting the performance of Club
La Voz, the benefit club aimed at the subscribers of
the newspaper La Voz del Interior. 26% of the total
sales were made through this sales system, 46%
above the figure registered in the previous year.

During 2015, Comercializadora de Medios del
Interior S.A. (CMI) continued to consolidate its
position as the most prominent advertising sales
network in the provinces. It has relationships with
40 media companies, some of which are owned
by the company and others by third parties. The
company focused on key network development.
Rumbos magazine, which celebrated its 12th
anniversary in the market, is one of its remarkable
products, and consolidated as the leading Sunday
magazine in the provinces in terms of the volume

03.

BROADCASTING
& PROGRAMMING

BROADCASTING AND PROGRAMMING

Grupo Clarín is also the leading company in the
audiovisual broadcasting and programming
segment. Through ARTEAR, it holds the license
(LS85 TV Canal 13 Buenos Aires) to broadcast
El Trece, one of the two largest broadcast
television channels in Argentina, and segment
leader in terms of advertising share and prime-
time audience share. It also has a presence in
broadcast television stations in Córdoba (Telecor),
Bahía Blanca (Telba), and Bariloche (Bariloche TV).
Grupo Clarín also produces and sells some of the
most popular cable television signals.

Its audiovisual broadcasting and programming
array includes agreements and equity interests
in the main television and film producers, such as
Pol-Ka Producciones, and Patagonik Film Group.
Grupo Clarín also owns prominent radio stations,
such as Mitre AM 790, La 100 (FM 99.9), both in
Buenos Aires, and Mitre AM 810 in the province
of Córdoba. Grupo Clarín also has a strong stake in
sports commercialization and broadcasting rights,
directly and through joint ventures.

in 2015,
Out of Grupo Clarín's total sales
the Broadcasting and Programming segment
accounted for Ps. 3,601 billion, taking into account
intersegment sales.

NET SALES

(In millions of Ps.)

4
1
0
6
3

G
N
M
M
A
R
G
O
R
P
D
N
A
G
N
I
T
S
A
C
D
A
O
R
B

5
1
0
2

4
1
0
2

3
6
8
5
2

ADJUSTED EBITDA

(In millions of Ps.)

%
2
9
3
Y
O
Y

G
N
M
M
A
R
G
O
R
P
D
N
A
G
N
I
T
S
A
C
D
A
O
R
B

3
2
5
9

5
5
9
4

%
2
2
9
Y
O
Y

5
1
0
2

4
1
0
2

ARTEAR
In a scenario marked by industry challenges and
strong competition, ARTEAR was able to achieve
its goals in 2015.

During the year, there was a tie in audience ratings
from Mondays through Sundays from 12 pm
through 12 am between Telefe and El Trece. While
Telefe reduced its rating by almost 6%, El Trece
increased audience ratings with its programming
by more than 10%, compared to 2014. During
2015, the sum of audience shares of both leading
broadcast channels, Telefe and El Trece, increased
by 6% compared to the previous year.

In terms of advertising investment, even though
Telefe maintained its share, compared to 2014, El
Trece increased its share by 13%.

With respect to the most relevant time slots in
terms of advertising investment, El Trece led the
Prime Time with 2.3 rating points above Telefe. In
addition, for the third consecutive year, El Trece is
the channel in the whole country with the highest
audience share from 12 pm to 12 am, Mondays
through Sundays, with a 13% increase compared
to the previous year.

In terms of programming, El Trece combined
fiction, news and entertainment embracing a
varied offering. “Showmatch”, “Las mil y una
Noches”, “Esperanza mía”, “Almorzando con Mirta
Legrand”, “Los 8 escalones” and “A todo o nada”
led audience ratings. “Periodismo para Todos” -a
program hosted by Jorge Lanata- was a highlight
in terms of journalistic and news programs.

Furthermore, “Arriba Argentinos” continued to
consolidate its morning audience rating. El Trece's
news programs -“Noticiero Trece”, “Telenoche”
and “En Síntesis”- further validated their already
existing recognition and credibility with audience
ratings that led their respective time slots.

With respect to cable television signals, TN
registered a 20% increase in total audience share
and maintained the highest audience share in the
ranking of cable signals, considering a total of 55
signals measured. Several programs particularly
stood out, such as “El Juego Limpio”, ”Odisea
Argentina”, “los Leuco”, “Código Político”,
“Desde el Llano”,“A Dos Voces” and “TN Central”.

ARTEAR further strengthened various television

BROADCASTING AND PROGRAMMING

slots, seeking to offer diverse options in terms
of information and entertainment. The Spanish
language music channel “Quiero Música en mi
Idioma” was quick to lead audience ratings in
the music genre. ”Volver” continued to offer the
best of classic and vintage Argentine films and
television shows and reaffirmed its role as a 100%
national channel that preserves our history with
the highest technology. Magazine continued to
develop its in-house programs and products with
broadcast TV format and technology. It was the
signal with the highest audience in the variety
category.

OPERATING STATISTICS - BROADCASTING AND PROGRAMMING

Advertising Share %(1)

Audience Share %(2)

Prime Time

Total Time

2015
39.0%

37.3%

30.4%

2014

37.4%

33.3%

26.7%

YoY

4.2%

12.2%

13.8%

(1) Company estimate, over ad spend in Ps. In broadcast TV for AMBA region.

(2) Share of broadcast TV audience according to IBOPE for AMBA. PrimeTime is defined as Monday through Friday from 8 pm to 12 am.

Total Time is defined as Monday through Sunday from 12 pm to 12 am.

Additionally, in the production section, the most
prominent show business and general interest
events were broadcast, such as: Foo Fighters,
Adele, Lollapalooza, Monster of Rock; Muse;
Ariana Grande; Pearl Jam; Morrisey; Cosquín
Rock; Homenaje a Gustavo Cerati, Vicentico,
Tan biónica, Esperanza mía. ARTEAR also held
a new edition of “Un Sol para los chicos” the
traditional UNICEF fund-raising event at the Luna
Park stadium and broadcast the ceremony of the
“Abanderados de la Argentina Solidaria 2015”
awards.

During 2015, ARTEAR sought to strengthen its
position as technological market leader, after
the successful launch of the signals El Trece HD
and TN HD in 2011, when it became the first
broadcast signal to produce all of its content in
high definition.

During the period, certain investments were
made to continue on this path of innovation and
technological leadership. During 2015, ARTEAR
consolidated its technological leadership position
in the market. In times of constant changes, both in
the generation of contents and in the proliferation
of distribution platforms, technological evolution
and diversification have become imperative for
ARTEAR. ARTEAR began the construction, the
most ambitious of its history, of a space for the
production of contents, for all of its distribution
platforms, including video edit bays, conference

rooms and common spaces. For
this new
volume, the company had to design power, air
conditioning and connectivity systems to meet
its needs. The company designed and acquired
the electric and air conditioning systems for this
new site. In addition, the company established
new workflows that determined the infrastructure
required to meet these needs. In this respect, the
company implemented a globally unprecedented
workstation infrastructure solution that balances
workloads according to the work performed
by each employee. The company developed,
measured and acquired a system for the reception,
recording and editing of multiple signals for this
area. In addition, it acquired an audio recording
system to be used by journalists in ARTEAR's sites
and news programs.

During the year, ARTEAR began producing the
fiction “Los ricos no piden permiso” starring
Luciano Castro, Araceli González and Juan
Darthés. The production was not only meant to be
aired on broadcast television but also to be sold
in several markets and/or to be exploited abroad.
It also produced “Soy Luna” for Disney Co., which
will be aired as from the first quarter of 2016.

Based on successful experiences abroad, the
company has set important goals to increase
its leading position among the producers of the
region. Pol-Ka made significant investments in
new technologies and social networks. In this
sense, during 2015, it produced the web series
“Igual te quiero”, which was a big success.

ARTEAR continued to produce fictional content for
TV series and motion pictures through Pol-Ka and
Patagonik Film Group.

During the year and as part of the strategy to
produce motion pictures, several productions
were launched through Patagonik Film Group,
which were box-office hits.

During 2015, Pol-Ka produced the very popular
fiction “Esperanza Mia” starring Lali Espósito and
Mariano Martínez, and featuring Tomás Fonzi,
Natalie Pérez, Gabriela Toscano, Ana María
Picchio and Rita Cortese. It had very good audience
levels and was aired on ARTEAR during prime
time. The company co-produced the miniseries
“Signos”
together with Turner Broadcasting
System, starring Julio Chávez, co-starring Claudia
Fontán and Alberto Ajaka, among others.

The Company also made significant efforts
towards developing activities related to the
commercialization, organization and broadcast of
sports events through TyC Sports and Autosports,
mainly football and motor racing. During 2015,
the company worked on the restructuring and
profitability of its sports businesses and the
exploration of new local and regional businesses.

BROADCASTING AND PROGRAMMING

afternoon slot, Ronnie Arias hosts “Sarasa” (from
1 pm to 5 pm), a casual radio magazine with a
fresh style that consolidated its position among the
audience leaders in this slot. Sergio Lapegüe hosts
“Atardecer de un día agitado”, a show that airs
as listeners return home from work and combines
the best selection of classic tunes with important
news. The show “Románticos”, aired from 8 pm to
12 am, ranked first or second in audience ratings
within its time slot.

La 100 continued to host acoustic concerts with the
most renowned musicians.

Cienradios offers the most prominent on-line radio
and content menu in Latin America: more than 500
playlists of all the singers and genres, where users
can choose their favorite music. It also recommends
singers related to those chosen by users. It offers
broadcast radio stations and has alliances with
third parties. It offers a wide range of music,
content, videos, interviews, shows, games and a
premium sound quality.

Mitre AM 810 consolidated itself in the province
of Córdoba as the radio with the second highest
audience share. With a permanent staff in the city
and its own news service, also called “Mitre informa
primero”, Mitre AM 810 develops comprehensive
coverage of news comprising Córdoba, Argentina
and the world. Its programming includes prestigious
hosts, such as, Jorge “Petete” Martínez, Rebeca
Bortoletto and Juan A. Mateyko, among others.

Radio Mitre
In 2015, Mitre AM 790 consolidated its leadership
position in the raking of audience share of AM
radios, with record-high audience shares.

The morning AM radio talk show “Cada Mañana”,
from 6 am to 10 am, hosted by Marcelo Longobardi
and his team, has maintained its leadership since
the first day and reached unprecedented peaks in
audience share of 50 points. “Lanata sin Filtro”,
the show hosted by Jorge Lanata and a team of
journalists from 10 am to 1 pm, also surpassed the
50 point mark. The show can also be watched in
high-definition at mitrehd.com.ar. “Encendidos en
la tarde”, from 2 pm to 5 pm, hosted by María Isabel
Sánchez, Rolo Villar and Tato Young, lead their
segment with a fun afternoon show that combines
humor, information, and interviews.

From 5 pm to 7 pm, Alfredo Leuco hosts his traditional
“Le Doy Mi Palabra”. His editorials are very popular
and his show achieved high audience levels. After

that show, Diego Leuco hosts “Volviendo a Casa”,
a news show with a casual style to accompany his
listeners as they return home from work. The show
“Pensándolo Bien”, hosted by Jorge Fernández
Díaz, begins at 8 pm. It stands out for his committed
editorials and a thorough analysis of reality.

La 100 remained between the first and the second
place in audience share of the FM market, with
minimum differences, averaging 11.2 rating points.
La 100 combines famous artists, and a mixture
of music mix and constant innovation, which
consolidates its position among industry leaders. In
2015, Guido Kaczka and Claudia Fontán continued
to host the show “No está todo dicho” in the first
slot (from 6 am to 9 am) of La 100, with a proposal
that combines music, news and fun. La 100
continued to air the show “Lalo por Hecho” (from
9 am to 1 pm) hosted by Lalo Mir, an acclaimed
radio host in Argentina, and co-hosted by Maju
Lozano with her charismatic and cool style. In the

04.

DIGITAL CONTENT
& OTHERS

DIGITAL CONTENT AND OTHERS

Revenues in this segment are derived from the
sale of advertising on some Internet web sites
and portals and the provision of administrative
and corporate services by Grupo Clarín and its
subsidiary GC Gestión Compartida S.A. (“GCGC”)
to third parties and other subsidiaries. They

also include digital content production through
Compañía de Medios Digitales S.A. (“CMD”).

Out of Grupo Clarín's total sales in 2015, this
segment accounted for Ps. 761 million, taking into
account intersegment sales.

NET SALES

(In millions of Ps.)

S
R
E
H
T
O
D
N
A
T
N
E
T
N
O
C
L
A
T
I

G
D

0
1
6
7

9
3
1
6

%
0
4
2
Y
O
Y

ADJUSTED EBITDA

(In millions of Ps.)

5
1
0
2

4
1
0
2

3
1

5
1
0
2

4
1
0
2

S
R
E
H
T
O
D
N
A
T
N
E
T
N
O
C
L
A
T
I

G
D

)
0
3
1
(

%
9
9
0
1
Y
O
Y

classified

advertisements,

Digital Content
Grupo Clarín is the leading producer of digital
content. Through CMD, the Company developed
the broadest network of portals and digital content
in Argentina, covering news, entertainment,
sports,
direct
marketing, e-commerce, digital photography,
video, blogs, chat rooms, music, mobile content
(ringtones, SMS and games) and a browser. For
reasons of corporate strategy, the exploitation of
the websites Clarín, Ole, Club Cupón and Imagena
was transferred to other companies of the same
economic group. At the close of this year, the
same happened with the websites Todo Noticias,
Cienradios, Ciudad and ElTreceTV. In addition, the
Company continued to sell contextual advertising
under the brand iAvisos. The company started to
exploit the brand Guías Clarín with an individual
business model.

CMD holds a 93.32% equity interest in Interwa
S.A., a company dedicated to tourism web sites.
In addition, through its 51% interest in Clawi
S.A., it develops Mundo Gaturro, a successful on-
line game, which has become the largest on-line
community of children in Argentine history with

more than 12 million registered users and more
than 1.3 million children playing each month. It
continued with its expansion process to other
countries and increased traffic in Chile, Peru,
Mexico, Colombia and Spain. During 2015, as
part of its ongoing technological evolution, the
company launched “Mundo Gaturro App”, which
allows users to switch from their computers to
their mobile devices. This project was entirely
developed in-house, with the aim of taking
the gaming experience to all screens, assuring
quality on every platform and creating thorough
experiences.

In addition, CMD consolidated the third year of
operations of Tecnología Digital S.A. (TECDIA
S.A.), a company engaged
in e-business
development, in which CMD owns a 95% equity
interest. This company
in
e-business development, with a focus on tourism
platforms and on the digital photo development
business. In line with its business strategies,
during 2015, the company discontinued the online
catalogue sales business. This business will be
fully exploited through Electropuntonet S.A.

is fully engaged

OPERATING STATISTICS - DIGITAL CONTENT AND OTHERS

Page Views(1)

Unique Visitors(1)

(1) In millions. Average. Source IAB and Company Estimates.

2015
783.9

65.1

2014

752.9

44.4

YoY

4.1%

46.5%

DIGITAL CONTENT AND OTHERS

ArgenProp

Buscainmueble

Canal 13

Clasificados

Clarin.com

Cienradios

Ciudad

Clarín Blogs

ClubCupón

Confronte

De Autos

De Motos

Entremujeres

Espectáculos

Genios

Más Oportunidades

Guía de la Industria

Mundo Gaturro

Grupo Clarín

iEco

Imagena

Nimbuzz

Mublet

Olé

Interpatagonia

Quieromimúsica

La Razón

Revista Ñ

Shop1

Tangocity

Tipete

TN y la Gente

Toda Pasión

T&C Sports

Ubbi

Vía Restó

Yuisy

VXV

Welcome Argentina

CMD also owns a 95% equity interest in QB9 S.A.,
a company engaged in the development of on-line
games for different platforms, with important
local and international customers. During the
period, QB9 continued with its aim to enter into
agreements with entertainment companies for the
joint development of new games. In this sense,
it continued to work with Lego on a new mobile
project and resumed, together with Mattel, the
development of HTML5 games. During 2015, QB9
completed the transfer to its controlling company
of the digital content and transmedia equipment.
This new area is now part of CMD under the name
of QB9 Entertainment. It is a logic and necessary
step for the integration and synergies of the
equipment used to develop games.

and on-line site networks. Electropuntonet S.A.
is the most recent acquisition, in which CMD
increased its equity interest to 54.27% during
2015. Its main activity is the sale of white goods
and home appliances through its e-commerce
platform.

OTHER SERVICES
Through GCGC, Grupo Clarín renders specialized-
process outsourcing services to medium and
large companies. The services rendered, which
include payroll management and processing and
implementation of related processes, as well
as human resources management, are oriented
innovative
to optimize quality and provide
management tools.

CMD holds 100% of the capital stock of Fynbar
S.A., a company domiciled in Uruguay. It is engaged
in the commercialization of on-line games and the
advertising intermediation between advertisers

During 2015, total sales increased by 38.4%
the previous year. Business
compared
growth was basically sustained by the Payroll
Management and Processing service. Risk

management service revenues showed a strong
growth of 49%. The company generated new
businesses for the provision of Supply, Logistics
and General Services and Administration and
Finance.

In 2015, the company implemented changes to its
structures, processes and working methodologies
in the areas of IT and Improvement of Processes
and Projects. Both of them are key areas for the
support of several services and the creation of
value for customers.

DIGITAL CONTENT AND OTHERS

is mainly engaged

FERIAS Y EXPOSICIONES ARGENTINAS
Created in August 2002, Ferias y Exposiciones
Argentinas S.A.
in the
organization of events, conferences and fairs.
Since 2007, Ferias y Exposiciones Argentinas
has been mainly engaged in the organization
of Caminos y Sabores, a fair intended to foster
Argentina's gastronomy and handicrafts and to
promote the region's major tourist destinations.
Caminos y Sabores has consolidated itself as
one of the fastest growing fairs and has boosted
the development of all of its key participants:
food producers, craftsmen and representatives
of tourist destinations. This year, the eleventh
edition was held in July at La Rural with the
participation of more than 400 stands, which
made up the Rutas Gourmet. More than 70,000
visitors enjoyed a sensorial tour from all over the
country in a single place.

There were exhibitors from all over the country,
a broad regional representation in the different
categories. Caminos y Sabores became a new
source of support for entrepreneurs for the
production and commercialization of their products
in direct contact with consumers.

Expoagro, the annual outdoor agro-industrial fair is
held through the FEASA- S.A. La Nación UTE (joint
venture), gathering producers from Latin America.
It is an outstanding event in which participants
may engage in discussions and training, and
learn about innovation and businesses in the
agricultural sector. The fair is held in different
agricultural areas with production potential. In
the vicinity of the location at which the fair is
held, hundreds of state-of-the-art agricultural
machines and equipment used for different jobs
are tested, such as: sowing, harvesting, spraying,
grain bagging, swathing, rolling, which are extra
attractions for visitors and people interested in
this type of activities. In 2015, the 9th edition
of this fair was organized in the City of Ramallo
revalidating its position as the main Argentine
agricultural exhibition in a natural environment.

05.

CORPORATE
RESPONSIBILITY
& SUSTAINABILITY

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Our Commitment
Since its foundation, Grupo Clarín has been aware
of its social responsibility as a company and as a
member of the media, and has strived to assume
such responsibility abiding by the laws, honoring
its active and sustained social and community
involvement and, especially, fulfilling its duty to
inform with honesty and accuracy.

is an

Commitment to society
inherent and
essential part of Grupo Clarín's vision and
mission statement. Grupo Clarín attaches special
importance to the relationship with different
audiences
that acknowledge and validate
its activities every day and, over the years,
has established multiple communication and
interaction channels with its stakeholders.

From the standpoint of its audiences, readers
and society in general, Grupo Clarín's media and
journalists work day after day towards fulfilling
and consolidating the citizens' right to information,
combining high credibility with a comprehensive
journalistic and entertainment offering, based on
a deep knowledge of the audience.

TRANSPARENCY, STANDARDS

AND GUIDELINES
Grupo Clarín seeks to intensify the values and
principles that guide its daily work, especially
insofar as labor, sustainable development, and
human rights are concerned.

Grupo Clarín's adherence to these principles is
also outlined in the Company's Code of Ethics
and in the Guía para la Acción, a document that
proposes models for management, organization
and roles, and outlines Grupo Clarín's policies and
procedures concerning labor, the environment and
human rights.

the Company continued

During 2015,
to
promote the main pillars of its Social Corporate
Responsibility and Sustainability Policy in order
to extend best practices and set common goals
within the organization and its subsidiaries. The

policy also embraces and fosters the adoption
of related industry specific standards by its
subsidiaries.

Since 2004, the Company has adhered to the
in order to
United Nations Global Compact
systematically address the 10 guiding principles
to sustainable management.

Grupo Clarín is also involved in several spaces,
that gather global and local organizations and
stakeholders
in order to share experiences,
identify best practices and foster cooperation in
specific issues addressed by the media, as part
of their social responsibility strategies. During
2015, through its support to the Noble Foundation,
the Company also renewed its presence in the
“Grupo de Fundaciones y Empresas”, a space to
share strategic social investment knowledge and
standards.

Since 2009, Grupo Clarín contributed to the
development of the Global Reporting Initiative
(GRI)'s Media Sector Supplement, together with
multiple stakeholders worldwide. The GRI's
global guidelines for the media, published in May
2012, serve as benchmark for a comprehensive
process that is currently underway that seeks
to further reinforce, identify and report relevant
information on
social and environmental
performance, as well as to set new goals with the
aim of strengthening the Company's sustainability
initiatives and strategies. Freedom of speech and
transparency are key values for the Company and
its professionals. Both principles are particularly
relevant
in areas related to news services.
At Grupo Clarín, each company undertakes a
commitment to information and content quality,
accuracy and transparency. The coverage of news
and the news programs reflect the development
of journalistic criteria inherent to each specific
outlet and the professionals' commitment to
reporting facts and events in a balanced fashion,
while allowing the necessary time and space
for experts, leaders and the parties involved to
express their opinions.

including

Style guides, ethics manuals and news
coverage guidelines,
internal rules
and commitments to journalistic quality and
journalist responsibility, are the guiding principles
of the several activities developed by news and
entertainment companies. In everyday practice,
this does not mean that each issue is addressed
as expected by audiences or in line with the stated
goals. Hence, Grupo Clarín's media companies
permanently work on the design of new tools and
channels that enable interaction with readers and
audiences in order to understand expectations,
while fostering full adherence to its principles
and values with the aim of reaching the highest
standards of the industry.

As was the case with previous years, 2015 was
also particularly challenging for the press and
freedom of speech in Argentina. The Company
carried out several initiatives to raise awareness
on the matter and showed its commitment to
defending and fostering such essential right.

INDEPENDENCE AND TRANSPARENCY
Independence is a value. It is the strong foundation
of the work done by journalists and the media that
allows them to search for the truth without any
conditioning factor.

Independence is at the core of Grupo Clarín as a
guarantee of the freedom to exercise the journalistic
role of its media in the Argentine democracy.
Independence is also an assumed responsibility, a
way of exercising and guaranteeing rights, a view
of sustainability from the Company's standpoint, a
daily commitment.

requires

investments

is public and

transparency. Hence,
Independence
the
its
information about Grupo Clarín and
subsidiaries, media, shareholders, activities,
is
revenues and
available at its web site, at the web site of
the Argentine Securities Commission, and at
multiple and diverse communication channels
with the public, audiences and readers. In this
regard, the Company stands out as a pioneer in
an environment where most Argentine media
companies fail to publicly disclose their financial
statements, the sources of their revenues, and fail
to reveal the identity of their respective owners.

Advertising is one of the sources of revenues of the
media. Historically, due to the scale and diversity of
Grupo Clarín's revenues, the significance of official
advertising revenues has always been limited so as
to guarantee its media and journalists the freedom
to report news without any conditioning factor.

Grupo Clarín also has business policies in place
concerning its advertisers that foster the existence
of diverse and multiple sources of advertising
investment as another way of guaranteeing the
free and independent exercise of journalism.

journalism and

Media independence also requires responsible
the
relationships between
Company's own business
interests. Business
and editorial functions are clearly separated
at Grupo Clarín's media. Special emphasis is
placed on the fact that journalists are completely
detached from the sale of advertising so as to
allow for the free exercise of journalism, free of
any risk or conditioning factor. In addition, Grupo
Clarín's media specifically focus on the distinction
between advertising and editorial space.

As mentioned above, the Company has a Code
of Ethics in place applicable to its subsidiaries
and employees. The code sets forth standards of
conduct and procedures that govern and prevent
circumstances that may affect the free exercise
of their functions and the transparency of their
activities.

INFORMATION ON SUSTAINABILITY
In line with its Social Corporate Responsibility
and Sustainability Policy, Grupo Clarín identifies
the material aspects of its activities following
responsibility standards
international social
applicable
the
GRI's guidelines, and in accordance with the
expectations of its multiple stakeholders. Grupo
Clarín's materiality analysis serves a starting
point to define its corporate sustainability goals
and strategy, as well as the daily management of
its performance.

the media, particularly,

As to the scope of the information provided in
this section, labor indicators include all of Grupo
Clarín's subsidiaries. Environmental performance
refers to production or scale operations in which
disclosing this kind of information is material.
Similarly, some content-related indicators are
exclusively applied to subsidiaries engaged in
journalistic or entertainment broadcasting and
programming activities. As to other indicators,
for instance, those related to certain community
engagement programs of Grupo Clarín or its
subsidiaries that require comprehensive and
detailed impact assessments, the information
provided is mostly related to the core of the
activities inherent to the Metropolitan Area of
Buenos Aires, due to the complexity and extension
of the processes involved in reviewing and
verifying periodic information.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

SOCIAL AND SUSTAINABILITY COVERAGE
In order to better assess the potential influence
of the media on different audiences, Grupo Clarín
sets goals to guarantee the quality and diversity of
its content. Grupo Clarín's newspapers and news
programs have a long-standing and respected
reputation for journalistic research and offer
comprehensive coverage of news and relevant
social and environmental issues. The ability to
reflect social diversity -both through the coverage
of news and entertainment content- is one of the
pillars of its commitment towards the audiences
and readers.

Special supplements, experts' and scholars'
opinions, on-site news coverage, journalistic talent
and the quality of the images and infographics
complete the broad variety of issues addressed by
Grupo Clarín, including but not limited to health,
consumption and development, science, education
and preservation. The weekly TV programs, such
as, 'TN Ciencia', 'Esta es mi villa' and 'Argentina
para armar' broadcast by Todo Noticias, make
a valuable contribution to social and scientific
issues related to sustainability in a broad sense,
and have become leaders and benchmarks in their
respective fields.

During 2015, the Company's media continued to
develop content related to climate change and the
environment. The United Nations recognized the
journalist Marina Aizen from magazine Viva with
an award for the best coverage of climate change.
In a gala dinner in New York, the Secretary-
General Ban Ki Moon presented the award, for
which she competed against media from all over
the world. The article that earned her the award
was “Hielo Ardiente”, which vividly describes the
overwhelming changes in the Arctic.

Radio Mitre, Grupo Clarín's main radio station,
combined the 24-hour coverage of these issues
with “Planeta Mitre, Compromiso Verde”, a series
of daily brief radio programs hosted by a journalist
specialized in the environment aimed at raising
awareness on environmental issues, recycling and
what each of us can do to make the world a better
place.

Also during this period, Grupo Clarín renewed
its commitment to the supplement “Gestión
(Sustainable Management),
Sustentable”
published together with Diario La Razón, to
make readers think about the most prominent
issues of the sustainable development global

agenda and to report on social and environmental
responsibility actions carried out by companies
and organizations of the civil society. Since 2014,
the Company started to support the activities
of Fundación Temaikén, a national non-profit
organization devoted to the preservation of nature
and to environmental education.

The Company continued to support and promote
blogs that raise awareness on social issues from
its web site, clarín.com. For example, “El Otro, el
Mismo” is a blog aimed at the inclusion of people
with disabilities, developed in association with
the Universidad Católica Argentina and social
organizations.

In this regard, the “Calendario del Compromiso
con la Comunidad” (Calendar of Commitment
to the Community) was published for the tenth
consecutive year in Revista Viva, a weekly section
sponsored by Clarín, the Noble Foundation and
Red Solidaria that provides an overview of the
social challenges Argentina currently faces, with
an emphasis on the potential positive effect
that contributions made by individuals and the
organizations of the civil society may have in
addressing such challenges.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

of violence decreased remarkably (16%) to 29%
of the total coverage. Consequently, the news
program was awarded the best score among
privately owned signals. The report also pointed
out that 41% of children-related coverage was
specifically addressed to girls, while the other
47% was equally addressed to boys and girls,
strengthening the news program's commitment to
reflecting gender-related issues.

cameramen and journalistic producers that work
at all news programs produced by ARTEAR (TN
and Canal Trece), in order to provide them with
content development tools and to discuss the
main challenges imposed by the several aspects
of the coverage of social issues on TV and the
editorial values that guide day-to-day decisions.
This program was the first of its kind to be
implemented in an Argentine signal.

these monitoring
The emphasis placed on
processes fits within the framework of an initiative
launched by the Company in 2009 that included
an review of specialized third party analysis,
combined with an ambitious training program
oriented to audiovisual journalists, focused on
achieving
journalistic excellence and raising
awareness of the particular features of the main
social topics in order to give them responsible
treatment in the news.

In its early stages, the project included training for
journalists that work on news programs broadcast
by provincial signals. In a second stage, Grupo
Clarín, together with experts in communications
and scholars from said organizations, offered
journalists, editors,
for
in-house workshops

the

importance of

Acknowledging
reflecting
diversity, fostering social justice, protecting the
youth, encouraging minority recognition and
avoiding discrimination on the basis of race and
gender are key actions to create content in the
media in a responsible fashion. Over the last
years, there has been a gradual but sustained
increase in the coverage of social issues by Grupo
Clarín's media as recorded by several monitoring
actions carried out by third parties, particularly,
independent media observatories and universities.
In 2011,
the NGO Periodismo Social and
Universidad Austral started to prepare reports
on
the coverage of children-related news
on television in Argentina. In that first year,
Telenoche, Grupo Clarín's main news program
that leads audience ratings, was identified as
one of the news programs that spent more time
broadcasting news and giving information on
children and young people, accounting for 32.4%
of total coverage. In addition, the report stated
that more than 54% of the information sources
were children and their families.

The following edition of the report revealed
that the percentage of children as sources of
information increased by 60% and that the topic

PROMOTING INVOLVEMENT
Nevertheless, when it comes to responsibility and
content quality, there is always much to be done in
order to identify the potential positive effects that
the media may have on a society. In this regard,
Grupo Clarín seeks permanently to improve its role
in the promotion of the public debate by fostering
individual involvement and further describing the
social, economic and environmental challenges
faced by society with diversity of opinion.

The several media companies that comprise
Grupo Clarín also endorse several initiatives that
encourage citizens' involvement in democracy
and responsible citizen controls on the acts and
decisions of their representatives.

Aware of the need to advocate for further
respect for republican principles and fundamental
human and civil rights, during 2015 the Company
continued to foster and raise awareness on the
importance of every citizen's right to information
and freedom of speech.

In addition, through Diario Clarín, the Company
hosted, for the second consecutive year, the series
of debates entitled: “Democracia y Desarrollo”
(Democracy and Development), which addressed
three significant challenges to
improve the
quality of democracy and public policies, derived
from the constitutional system of the Argentine
government: Representation, Republic
and
Federalism. The series of debates was organized
in three meetings open to the community, which
were held at the Latin American Art Museum of
Buenos Aires during 2015, with the participation
of prominent speakers and visitors.

In connection with the national elections that
took place in October, Diario Clarín developed
together with two organizations -Poder Ciudadano
and La Red Ser Fiscal- the campaign “Cuidemos
el voto entre todos” to raise awareness on the
importance of civic involvement and to prevent
irregularities during the elections day. In addition
to a guide that was published both in the printed
newspaper and on its website, it developed a
mobile application so that citizens would become
“election watchers”, sending a report on their
experience and informing potential irregularities.

Naciones, a fair organized by Cooperadora de
Acción Social, which provides support to several
Argentine public hospitals.

Grupo Clarín also renewed its support for the
traditional campaign “Un Sol para los Chicos”,
together with ARTEAR and UNICEF. In 2015, the
campaign celebrated its 24th anniversary and
raised Ps. 38,103,579 for educational and social
programs oriented to children and young people.
The campaign is one of UNICEF's main sources of
revenues in the country and also seeks to boost
individual donations to social causes in Argentina,
which still remain at significantly low levels
compared to the US and Europe, on a relative
basis.

In order to deal with this issue strategically, and
to bolster the impact and scale of its investments
in public adds campaigns on its media, Grupo
Clarín, in partnership with AEDROS, a specialized
entity engaged in fostering fundraising for NGO,
designed a campaign to foster civic involvement
through a sustained and ongoing economic
commitment with organizations of the civil
society. In its fourth edition, the campaign Donar
Ayuda was largely promoted in audiovisual and
electronic media, as well as in newspapers and
magazines towards the end of 2015 and early
2016. Individual contributions to NGOs that take
their missions seriously are regarded as one
of the most effective ways to make a drastic
and sustained difference in the lives of many
people in need. In addition to conveying this
individual commitment message, the campaign
also seeks to make a significant contribution to
the organizations of the civil society as a whole,
which face challenges to their sustainability and
independence. In the last edition, Facundo Manes
contributed to the campaign with his own findings
and other international research that validated the
huge benefits to personal health that derive from
an attitude of solidarity.

The Company also sought to foster values,
such as solidarity and community commitment.
Through ARTEAR, in 2015 the Company launched
a new edition of “Abanderados de la Argentina
Solidaria”, an award that recognizes the work
-that would otherwise go unnoticed- done by
social entrepreneurs and community leaders, by
communicating valuable initiatives, that foster
social transformation and may be replicated. The
initiative is supported by Ashoka and Fundación
Navarro Viola and a panel of outstanding people
from the social, academic and cultural sectors.
In this edition, there were more than 1,500
applicants and the prize was granted to Tomás
Montemerlo, founder of Voy con Vos, who was
the most voted by the public and was recognized
as the “Abanderado de la Argentina Solidaria” of
the Year. He received Ps. 250,000 to continue to
promote rural high schools in Tres Isletas, in the
Province of Chaco. In addition, Fundación Navarro
Viola granted a Special Prize of Ps. 125,000
to Sergio Jurado, for his work in the System of
Children and Youth Orchestras in Jujuy.

During the period, Clarín renewed its partnership
with Missing Children and Red Solidaria to
publish photographs of missing children in La
Razón newspaper and raise awareness about
the role of the community in dealing with this
problem. The Company also helped to broadcast
the events held to commemorate and raise
awareness on the 21th anniversary of the AMIA
bombing. The Company also helped to broadcast
the event held to commemorate the anniversary
of the Israel Embassy bombing that took place in
1992. The Company was once again a sponsor of
the Holocaust Museum of Buenos Aires.

In order to promote other campaigns and fund-
raising events and
raise awareness about
Argentina's main social issues, Grupo Clarín
donated advertising space to several NGOs.
Among the most notable efforts in this regard
were the annual Cáritas collection and the Colecta
Más por Menos, organized by the Argentine
Episcopal Conference and the annual collection
of the Food Bank Network, as well as that made
by Hospital de Niños Garrahan and Fundación
Manos en Acción. It also sponsored Feria de las

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

COMMUNITY ENGAGEMENT

AND SOCIAL ADVERTISING
Grupo Clarín's impact on and relationship with the
community and people goes beyond the boundaries
of its editorial coverage. The support to vulnerable
communities, the coordination of educational
projects, and the organization of campaigns to
address social issues or to help areas that were
hit by natural disasters, paired with Grupo Clarín's
sustained commitment evidenced by several
types of donations and knowledge transfer, are
just some examples of the numerous initiatives
organized and fostered by Grupo Clarín's media
companies, either jointly or individually.

In response to the growing communication needs
and demands from the organizations of the civil
society, Grupo Clarín has a multiple approach
program in place that combines raising and
spreading active awareness of public and social
interest topics, by providing advertising space,
design and communication services for the NGOs
in order to boost the reach of public adds.

With respect to social advertising, during 2015,
Grupo Clarín, through the Noble Foundation
and several of its media companies, donated
a significant amount of advertising time and
space to foster causes related to social, civic
and environmental issues, through its own social
investment programs or within the framework of
strategic alliances with prestigious organizations
of the civil society.

Among these programs, the Company supported
Consejo Publicitario Argentino, which gathers
contributions from media, agencies and advertisers
engaged in social advertising. During 2015, the
focus was on blood drives, the promotion of values
(“Respetuosa Argentina”) and open dialogue and
respect for individual differences.

The Company gave continuity to “Segundos para
Todos”, a program organized by Cablevisión,
in order to donate free advertising seconds to

organizations of the civil society. In 2015, this
initiative donated 90,310 advertising seconds to
broadcast public adds.

Grupo Clarín has also undertaken a sustained
and strategic commitment to bridging the digital
gap and promoting the responsible use of the
Internet. In December 2015, through Cablevisión
and Fibertel, the Company donated 20,614* free
CATV connections and 1,373* free broadband
connections. The program seeks to contribute
to bridging the gap, providing free connectivity
to schools and universities, hospitals and health
centers, fire stations and security agencies,
organizations of the civil society (Foundations
and Associations), and children's homes and
residential homes for the elderly. Cablevisión's
service contribution accounts for an annual in-
kind contribution equivalent to Ps. 90.9 million,
is supplemented by specific programs,
and
such as Cablevisión Flex which offers reduced
subscriptions to low income neighborhoods. The
program Puente Digital is one of the main pillars
of the work done in order to bridge the digital
gap. The program offers free Internet access to
public schools, combined with the integration of
new technologies to school teaching. Through
this program, the Company seeks to create a
multimedia and interactive platform built upon
convergence, where TV content will be a tool

to supplement the use of Internet at school.
This service is also provided to hospitals, health
centers and organizations of the civil society.
The initiative also embraces the donation of
computers through Fundación Equidad when there
is an upgrade in the Company's equipment, which
also favors the reutilization of these resources.

The impact of donated advertising space and free
Internet access services may be added to the Noble
Foundation's Ps. 5.6 million budget for 2015, and
to the amount set aside for other social investment
programs in several subsidiaries, which reached
Ps. 4.6 million in 2015. Hence, the amounts of cash
and in kind contributions allocated to social and
community investment programs for the period
account for aggregate contributions with a value
equivalent to Ps. 266.2* million. This estimated
figure does not include programs developed by
smaller subsidiaries, whose internal information
gathering systems related to community actions
are under development.

In addition to providing financing, resources,
capacity and experience in the promotion of
socially valuable initiatives, Grupo Clarín also relies
upon third parties to secure regular sponsorships
and donations within the framework of strategic
alliances related to the sponsored initiatives.

ADVERTISING SPACE DONATED IN 2015 ON GRUPO CLARÍN'S MEDIA

Radio and
Broadcast and Cable TV

Pages in newspapers
and magazines

1,802,494*

seconds

120*

pages

THE ESTIMATED IMPACT OF

THESE IN-KIND CONTRIBUTIONS

ALLOCATED TO PUBLIC ADDS

ACCOUNTS FOR THE EQUIVALENT

TO A SOCIAL INVESTMENT OF

APPROXIMATELY PS. 256 MILLION.

* The figures of the indicators in this Report may defer from those reported

in the Sustainability Report 2015 due to changes in the method of calculation.

FOSTERING EDUCATION

AND CULTURE
As part of its initiatives in support of education,
Grupo Clarín used its cross-segment position and
its ability to communicate with society to raise
awareness of the importance of education as
a right and as a critical element in Argentina's
future social development. In this sense, it tried
to foster equal opportunities in education through
its publishing company Tinta Fresca with the
generation of updated, affordable and quality
educational materials for students, teachers and
schools throughout the country.

The Company has renewed its support for the
7th Educational Quality Forum, under the motto
“I vote for education”. The forum is a massive
event organized by Educar 2050, an entity that
combines the fieldwork related to the instruction
of principals of schools attended by low-income
children with extensive public policy advocacy
activities. It also promoted a campaign developed
by the same organization on education topics
related to the 2015 presidential elections.

Together with another 40 organizations,
it
promoted “Semana de la Educación”, an initiative
that seeks to bring education topics to the top of
the agenda of the Argentine population.

Among the main alliances to foster education,
the Company developed specific
initiatives,
such as the program “Potenciar Comunidades
Rurales”, with the support of several companies
to provide support to local development projects
in certain communities under the leadership of
Emprendimientos Rurales Los Grobo.

One of the most prominent initiatives resulting
from a collective effort is the award “Premio
Clarín - Zúrich a la Educación”. The seventh edition
recognized the best practices in Social Sciences
in high schools. The first prize was Ps. 230,000
for the winning school to be able to develop the
project. Other two schools were distinguished with
‘mentions’ and received Ps. 70,000 each. The next
edition of the award in 2016 will choose the project
that best promotes reading and written and oral
work across all subjects of secondary school.

During this period, through the Noble Foundation,
the Company continued to donate bibliographical
material, and renewed its long-standing support
of Escuelas Roberto Noble, named after the
founder of Diario Clarín, Roberto Noble.

Again this year, the Company sponsored the annual
initiative,
“Maratón de Lectura”

(Readathon)

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

organized by Fundación Leer with the participation
of over 4 million children. The event received the
donation of 21,000 books published by Clarín for
reading corners that are awarded by lottery among
participating schools. The initiative was promoted
through a broad advertising campaign.

Grupo Clarín and its subsidiaries have also
renewed their commitment to culture through
several sponsorships to important events and
entities, such as, Feria del Libro (Book Fair), Faena
Art Center and Teatro Colón. The Company also
sponsored the 2015 season of Teatro Maipo, the
presentations in Argentina of Les Luthiers, as
well as the campaign “Vení al teatro” organized
by Asociación Argentina de Empresarios Teatrales
(AADET, for its Spanish acronym), aimed at
developing, promoting and
the
emotional bond between the public and the theatre.
It also sponsored the film “El Clan”, directed by
Pablo Trapero, starring Guillermo Francella and
Peter Lanzani, which won the 2015 Goya award to

reinforcing

the best Latin American film. In 2015, Clarín once
again held the traditional annual ceremony of the
“Premio Clarín de Novela” awards. This year the
award went to Manuel Soriano for his book “¿Qué
se sabe de Patricia Lukastic?”, which deals with
the complex and competitive world of professional
tennis. The winner received Ps. 250,000 pesos and
his book was published by Alfaguara -of Penguin
Random House Group- and Clarín. Grupo Clarín
also sponsored a series of concerts organized
by Buenos Aires Lírica Foundation and the IV
International Ballet Gala, Amijai and Centro
Histórico Teatro Colón.

Through its cable and broadcast TV signals,
Grupo Clarín's companies make significant efforts
to promote the most relevant cultural, motion
picture and sports events and such efforts are an
increasing contribution to cultural diversity and
local identity. Of particular note are initiatives
such as “Volver”, the cable TV signal that keeps
Argentina's most complete programming archive.

NOBLE FOUNDATION’S DONATIONS OF EDUCATIONAL MATERIAL

Books

Magazines

Manuals

2015

2014

2013

2012

43,391

7,212

49,603

44,219

48,900

4,177

6,140

6,660

420

310

561

500

MEDIA LITERACY AND PROTECTION

OF YOUNG AUDIENCES
The media play an increasingly important role
in society, particularly, in the lives of young
people. Through several programs, Grupo Clarín
encourages them to develop media access
tools through critical thinking and to leverage
the opportunities provided by the media and
technology to explore their identity, creatively
express their ideas and opinions and make their
voices heard.

Media literacy is generally defined as the ability to
access to, analyze, respond with critical thinking
and benefit from, the media. Grupo Clarín's main
tool to foster media literacy is its support of
“Los medios de comunicación y la educación,”
(Education and the Media), a pioneer program
widely recognized abroad that has been developed
for more than 30 years by the Noble Foundation.
The program consists of classroom workshops and
special educational content suited to the needs of
teachers and students oriented to foster a critical
approach to the media and their use as resources
that supplement formal education.

thinking about the way in which young boys and
girls construct their identity in social networks and
review the opportunities and limitations offered
by technology in this process. During the contest,
the Noble Foundation provided materials and
theoretical contents for teachers and activities
for students. The contents provided by the Noble
Foundation through blogs and social networks
are communication spaces that supplement the
workshops. The most popular contents are the
classroom activities and the opinion articles about
several education issues.

Through the Noble Foundation, Grupo Clarín
renewed its presence and coordination of the
los Niños”
in the “Museo de
media space
(Children's Museum) and continued to offer visits
to printing facilities and Diario Clarín's newsroom.

These visits give students and teachers from
schools and universities all over the country and
the world the chance to experience first-hand
the processes involved in news production, the
design of publication supporting equipment, the
newspaper distribution mechanisms, as well as the
environmental approach of the production process.
During 2015, 14,579 students and teachers from
274 educational institutions visited the facilities.

These
initiatives program are supplemented
through other initiatives related to the promotion
of responsible content consumption. Within the
Cable Television and Internet Access segment, the
Company helps to protect vulnerable audiences by
providing parents with the tools to make decisions
about the content their children are allowed to
access.

THE PROGRAM “LA EDUCACIÓN Y LOS MEDIOS DE COMUNICACIÓN”

Workshops for teachers

Workshops for students

the

to capitalize on

information
In order
gathered at the workshops in connection cultural
consumption patterns of the young, the Noble
Foundation launched the second edition of the
contest #sosVOSenlared aimed at boys and girls
between 13 and 18 years of age. The pedagogical
purpose of this initiative was to promote critical

2015

2014

2013

100

102

120

294

233

441

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

EXCELLENCE IN

JOURNALISTIC TRAINING
In order to reaffirm the commitment to journalistic
excellence, Grupo Clarín also carried out activities
aimed at consolidating the training and excellence
of current and future communicators.

In this sense, the Company provided support to the
Master's Degree in Journalism, an international
graduate course with the highest academic level,
organized by Grupo Clarín and the University of
San Andrés, with the participation of the School
of Journalism at Columbia University and the
University of Bologna, and led by renowned
journalists and
international
national and
academics. Year after year, this renowned training
program gathers professionals from Argentina and
other Latin American countries, and also offers
scholarships linked to outstanding performance.

In this same regard, the Company helped to promote
and support the Graduate Program in Digital
Journalism organized by Universitat Pompeu Fabra,
TN.com.ar and Google. With the current edition
of this state-of-the-art program underway, the
Company reinforced its commitment to enhancing
the quality of professionals in the 2.0 world.

In connection with journalistic training and within
the framework of the program “Somos” developed
by ARTEAR and Cablevisión, during 2015, Grupo
Clarín offered regional training sessions that
reached approximately 50 local signals. Training
sessions focus on the journalistic and technical
training of professionals from regional signals
nationwide, in which the company invests to
provide state-of-the-art technology as well as top-
of-the-line training opportunities to improve local
coverage.

This includes several parental control options.
For cable TV services, the on-screen guide allows
parents to easily block content that is not suitable
for children by introducing a PIN. The Video On
Demand platform includes the identification of
adults-only services with access control systems
that may be enabled by the subscribers. In terms of
protection of audiences in Internet, the Company
developed Fibertel Security. With this tool, users
may filter the access to certain web sites deemed
inappropriate and customize the protection level
for each family member, among other things. In
addition, adults may restrict the use of Internet by
setting specific days and times. Adult users have
a password that enables them to turn the control
off and freely access the Internet, as well as to
change all of the software configuration settings.
Every time the operating system is rebooted, the
service returns to its active status to prevent an
eventual oversight.

These tools are provided with information and
criteria on how to use Internet. Cablevisión launched
the program “Compás para el uso de Internet”
in partnership with UNICEF and Chicos.net. This
project, specifically addressed to families and
teachers, is intended to provide proposals to teach
children and teens about the proactive, responsible
and safe use of technology. The topics discussed

in this program include digital citizenship, on-line
security, data protection, content diversity, respect
for information sources and awareness on cyber-
bullying and discrimination. The initiative includes
the development of an information portal (www.
programacompas.com.ar), tools for
journalists,
relationship with elementary schools and publication
of citizenship awareness information through the
media. Fibertel developed an investigation about
the behaviors and insights of boys and girls over the
Internet and the role of adults in Argentina, Mexico
and Brazil. The information gathered allows the
company to work on strategies aimed at protecting
and raising awareness based on sound knowledge.
The findings of the investigation were published in
February 2015 on the International Safer Internet
Day.

The Company also addresses
responsibly
children's artistic participation in the television
and film industry; a category that was embraced
by the ILO as a valid form of participation in labor
activities by children in these age categories.
To such end, special emphasis is placed on
compliance with the applicable standards in
force, while adhering to internal guidelines
that set limited activity schedules, protection
and promotion of school education and active
involvement of parents and tutors.

OUR PEOPLE

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / OUR PEOPLE

Grupo Clarín's success and leadership are mostly
the result of the efforts, talent, professionalism
and creativity of its employees. Grupo Clarín's
media companies are among the preferred
workplaces of most communication professionals.
The Company strives to offer better opportunities,
incentives and tools to sustain and strengthen the
firm commitment of the professionals that believe
in the project of Grupo Clarín.

TOTAL HEADCOUNT

AS OF DECEMBER 31, 2015

15,248*

5
1
0
2
R
E
D
N
E
G
Y
B
N
W
O
D
N
E
K
O
R
B
S
E
E
Y
O
L
P
M
E

4
9
6
1
1

4
5
5
3

N
E
M
O
W

N
E
M

EMPLOYEES BROKEN DOWN

BY AGE GROUPS 2015

<30

31-50

>51

EMPLOYEE TURNOVER

RATE 2015

2,734

10,246

2,268

-2.51%*

EMPLOYEE DISTRIBUTION BY CATEGORY 2015*

Directors and Managers

Middle management

Analysts and administrative staff

Technical staff

Other

235

2,196

5,698

5,620

1,499

* The figures of the indicators in this Report may defer from those reported

in the Sustainability Report 2015 due to changes in the method of calculation.

The Company has its own structure in terms of
the age and gender diversity of its employees.
With respect to gender, there is a noticeably
higher proportion of male employees, mostly on
account of the high number of employees required
in the technical areas of printing facilities and
of the cable TV and Internet access segment. In
Argentina, technical specialties are predominantly
elected by men, and that pattern is reflected in the
payroll of this type of industry.

The gender structure in the rest of the business
is well-balanced
segments of Grupo Clarín
considering the total workforce, with a deficit
in managerial positions, which are still mainly
occupied by men. However, the Company has
attained excellent results as far as gender
equality is concerned in content-related activities,
particularly in the areas related to journalism and
audiovisual production, where the workforce is
more diverse.

During 2015, the Company worked on a program
aimed at supporting women and families. The
first step was the installation of a state-of-the-art
lactation room at AGEA's main office. This room
was endorsed by Fundalam, a leading NGO in
this field. The company also created a breasting
support group composed of women employees.
In addition, on Mother's Day, several articles and
a special supplement on breastfeeding and the

workplace were published in Grupo Clarín media
to raise awareness on this issue.

with the company; instead, they have temporary
employment agreements
to special
products inherent to the programming activity.

At the same time, the Company seeks to foster
hiring young, first-time job seekers and people
in the upper age group who contribute their
experience. The Professional Development
Program, the guided visits to the Zepita facility
and to Cablevisión, as well as the program
“Audiovisuales en
la Escuela”, are good
examples of these initiatives that seek to foster
the articulation between formal education and
the workforce, by encouraging young people to
complete their high-school studies as a necessary
condition to get a job. Gestión Compartida, a
company which, among other things, provides
employee recruitment, selection and training
services to the companies of Grupo Clarín and
third parties,
in promoting and
developing job opportunities for people over 45
years of age, both in its daily work as well as
through partnerships with social organizations
that share the same focus.

is engaged

In terms of employee turnover, the Company and
its subsidiaries maintain market ratios, particularly
in connection with permanent employees.
However, the consolidated media turnover ratio
usually reflects certain particular features of the
industry, which is influenced by factors such as
seasonality and involvement of specific technical
or artistic employees during certain periods. These
employees do not terminate their relationship

The Company fosters an open dialogue with union
representatives facilitating mutual understanding
and conflict resolution. Employees freely exercise
their right to unionize and are currently represented
by several unions related to each of the activities
developed by Grupo Clarín and its subsidiaries.
Out of Grupo Clarín's total employees 74% is
covered by collective bargaining agreements.

Taking care of the work environment and
conditions, health and job safety and employee
training to enhance their professional skills
are some of the actions aimed at consolidating
the sense of integration and achievement of
organizational goals.

The work environment survey is one of the
key tools employed to gather opinions on the
Company's performance
in this regard. The
survey
is conducted periodically at Grupo
Clarín's subsidiaries on a global basis and as
a cross-section of the group's companies. This
process serves to identify sensitive issues and
opportunities for internal improvement. Based on
the results of the survey, the Company designs
action plans, communication channels and
training programs in order to set new goals for
the coming year. During 2015, the survey achieved
a record level of responses (90%). In a complex

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / OUR PEOPLE

environment for the Company and its employees,
the figures achieved in the work environment
category remained strong and the figures achieved
in the commitment category were above 62% on
average. Leadership indicators also maintained
high scores.

In 2015, Grupo Clarín continued to develop its
Corporate Volunteer Program, with global actions
and other actions inherent to each subsidiary.
Under the name “Vos también”, the program
seeks to develop and consolidate in an inclusive
for employees'
initiatives
fashion valuable
solidarity actions that have a positive impact
on the community while contributing to the
Company's organizational environment. During
2014, the program was implemented in 8 business
units, including the corporate areas, and its
impact was extended to 10 provinces. According
to its main indicators, volunteers devoted 7,522
hours of work, with a global engagement rate of
12.3%. All program actions were carried out in
partnership with social organizations to shift the
benefits derived from the experience to the civil
society. During 2015, the program partnered with
63 NGOs and reached 1,660 people.

Through these initiatives, volunteers had the
chance to collaborate with several programs and
topics. The main projects carried out during the
year were the following: “Donación de Sangre”,
a project that seeks to foster solidarity in the area
of health; Volunteer actions to help the people

affected by floods; “Tu cuadradito abriga”, Give
and Gain Week, “Construyendo Escuelas”, and
the construction of housing with the NGO Vivienda
Digna, among others. A cross-cutting action was
proposed to all of Grupo Clarín's business units: Fin
de año en Familia, a family support program that
consists of delivering Christmas gift boxes to low
income families. The program “Vos También” had
a very high satisfaction level among participants:
99.08% of the participants found it rewarding or
very rewarding and a similar percentage stated
that they would participate again.

Grupo Clarín also put special emphasis on
multiple internal communication tools, such as the
magazine Nuestro Medio, the digital newsletter
named Nuestro Resumen and the Corporate
Training Program and the Company Climate
Management newsletters, as well as internal
communication spaces and notice boards. During
2015, Grupo Clarín continued to improve the new
version of the Corporate Intranet, a channel to
maintain a smooth internal communication among
all the employees of the Group and continued
to develop the corporate chat tool, which is a
new meeting point among employees to share
resources and streamline
internal processes.
Year after year, Grupo Clarín increases its efforts
to implement and streamline the information
channels on benefit programs, policies and
relevant organizational changes, and news
concerning the daily development of activities.

“VOS TAMBIÉN”

VOLUNTEER PROGRAM IN 2015*

Volunteers

Participating social organizations

Direct beneficiaries

Hours of volunteer work

Employee's engagement

Provinces included

1,804

1,660

7,522

11.8%

* The figures of the indicators in this Report may defer from those reported

in the Sustainability Report 2015 due to changes in the method of calculation.

BENEFITS AND CAREER DEVELOPMENT
Even though a large number of benefits are
common to all employees, each Business Unit
grants additional benefits, which may differ
based on their respective activities. During the
last quarter of 2007, the Company, together with
its subsidiaries, began to implement a long-term
savings plan for directors and managers, which
became effective in January 2008.

The Company continued to offer the program
“Nuestros Beneficios” for all the employees of
Grupo Clarín. This program combines the efforts
of various Business Units to offer benefits and
discounts, which included clothing, restaurants,
education programs, entertainment and tourism,
for all the employees and their families, available
through an exclusive portal.

increase the scope of and

In order to build new skills and reinforce existing
strengths, employees need motivation and
support. The Company made further efforts
to
improve the
performance review program of employees in
several job categories. During 2015, the Company
worked on the development of a Performance
Management system (CEL- Crecimiento de la
Efectividad Laboral), a space where bosses
feedback mechanism
establish an ongoing
with their teams, focusing on strengths and
opportunities for
improvement that arise on
a daily basis. It allows them to work on the
expectations regarding management performance
and behaviors and skills according to the role and
function, conducting follow-ups of the proposals
for improvement and closing the cycle with an
interview to provide feedback.

Training arouses the interest of the company
and its employees. Employees receive training to
attain results for the Company, and at the same
time the Company fosters their growth, enhancing
their knowledge and skills. Grupo Clarín invests in
training, with two types of programs. On the one
hand, the training programs of each Business Unit,
focusing on the specific needs of each activity,
whereby Grupo Clarín employees and professional
staff can update and enhance their knowledge and
skills through seminars, courses, graduate studies
and master's degrees. On the other hand, Grupo
Clarín offers the Corporate Training Program (PCF,
for its Spanish acronym), which includes a wide
range of training proposals. During 2015, the
Company offered new alternatives to improve
the performance of the analysts and middle
management of all the companies of Grupo Clarín.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / OUR PEOPLE

During the year, 570 employees participated in the
28 courses given as part of the Corporate Training
Program.

tools and

is currently

focused
Training management
on planning new
technological
developments in order to train employees on how
to face the challenges imposed by the changes
in the media industry. During this period, the
Company offered more sessions of the course
entitled “Inducción a la Era Digital”, which seeks
to shed light on the way in which technology has
changed the world of business, generating big
opportunities and challenges for the companies.
In this sense, another highlight is the Executive
Program developed together with Universidad de
Palermo: “Negocios del Mundo Digital”.

that empowered participants to improve their
managerial skills in their area or team and
to share their best practices among the top
executives of the best companies and, in turn,
learn the new trends of the academic world. The
Company also organized several training sessions,
breakfast and lunch meetings and integration
activities among different areas of the Company
that work together in order to strengthen internal
communication and knowledge. During the period,
the Company continued to provide English courses
to those employees that need language skills
for their work. In addition, different groups were
created to provide group classes in a dynamic
and easy fashion so that participants may share
their knowledge, grow together and boost their
development.

The purpose of this program was to generate
triggers building on premises about
the
organization and the integration of the digital
world into the traditional world, to foster an
integrated working environment among
the
different areas of the company, to provide
methodological tools to generate digital thinking,
and to achieve an interaction among all the
elements seeking to improve the relationship
with customers, exploring the available tools to
streamline the communication process.

Grupo Clarín and its Business Units offered
seminars and training programs about health
illnesses and
issues and the prevention of
accidents, as well as other relevant topics, which
supplemented the special campaigns about health
issues and medical check-ups. Several initiatives
were implemented to promote healthy lifestyle
habits: vaccination and blood drives, meditation
and yoga workshops, placement of bicycle racks
and locker rooms, soccer tournaments, evacuation
drills, healthy menus and talks about first aid.

In order to provide training to middle and upper
management seeking to foster key managerial
competences and skills, in 2015 the Company
the Management Development
developed
Program together with UADE Business School.
This program provided knowledge and tools

RELATIONSHIP WITH THE SUPPLY CHAIN
Grupo Clarín's Social Responsibility management
is embedded in the relationship with its value
chain. During 2015, the Company continued
to explore alternatives of interaction or joint

approach to common-interest issues at the various
levels of relationship with its suppliers.

Grupo Clarín focused on the implementation of
systems and procedures aimed at the application
of best practices for purchases, employee hiring,
and contracting with suppliers within a framework
of supervision and transparency.

During the year and through Gestión Compartida,
a subsidiary engaged in managing the relationship
with most of the Company's suppliers, the Company
initiated a tool redefining process, which, among
other things, established the requirement for 100%
of the new suppliers to undertake a commitment
to the sustainability of their operations, with a
focus on respect for human rights, the environment
and compliance with effective
regulations.
This was coupled with sustainability training
workshops aimed at the procurement area and the
development of programs to work together with
the suppliers into incorporating social criteria at
different points of the supply chain.

Through this process, the Company expects to
develop its own record of sustainable suppliers,
strengthen process audit areas and
foster
sustainability as a management strategy oriented
to related third parties.

6464

ENVIRONMENT

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / ENVIRONMENT

During 2015, the Company continued to implement
measures to
improve
production processes in order to optimize results
and react to potential impacts.

identify, plan for and

Progress was made in achieving the period's
goals by introducing sustainable methods to
obtain and use resources, developing equipment
investment policies, raising active awareness on
the appropriate use of supplies and technologies
and promoting the adoption and certification of
environmental standards.

Since 2004, Grupo Clarín has adhered to the
United Nations Global Compact that sets forth
several environmental protection standards. The
Compact requires that companies:

CONSUMPTION. NEWSPRINT AND ENERGY
Within the framework of an environmental
management policy oriented to eco-efficiency,
the Company and its subsidiaries mainly use
energy, newsprint, cable and other technology-
related elements.

USE OF MATERIALS IN 2015*

Paper

Ink

Aluminum plates

48,132 Tons

931.25 Tons

207.25 Tons

Residential connection

2,865,620 Tons

cables

CPE (Set-top units and

customer's equipment)

1,240,001 Tons

(Principle 7)
Adopt a preventive approach to environmental
challenges;

(Principle 8)
Take initiatives to foster increased environmental
responsibility; and

(Principle 9)
Foster the development and promotion of
environmentally-friendly technologies.

In addition, Grupo Clarín's Social Corporate
Responsibility and Sustainability Policy serves as
a management guideline and drives the definition
of goals for its subsidiaries. This is reflected
in the environmental policies adopted by its
subsidiaries, such as the one implemented by
AGEA in 2012, which combines the improvement
of environmental management with ISO 14001
certification and implementation for its production
processes; or AGR's FSC certification, which
allows that company to guarantee the certification
of the chain of custody of the paper used, from its
manufacture until the printing process has been
completed.

At the printing plants, the Company followed
established guidelines to ensure the provision
of materials at quality levels compatible with
international standards for newsprint, inks and
other specific inputs.

Papel Prensa, a subsidiary in which Grupo Clarín
owns an indirect minority interest, supplies most
of the newsprint used in newspaper printing.

Papel Prensa has put in place production policies
based on the procurement of strategic inputs
without depleting natural resources. To this
end, the paper mill recovers raw materials from
the recycling of returned newspapers in order to
produce more newsprint and reduce the use of
virgin fiber. The type of fiber source (aspens and
willows) depends on the availability of materials
and economic considerations concerning freight
distance minimization, a key economic and
environmental
it should be
issue. However,
noted that fresh fiber comes from sustainable
plantations. In addition, ongoing research studies
are conducted concerning genetic enhancement
of tree species and environmental and forestry
aspects. Such research is conducted through
agreements with universities, research centers
and specialists in order to boost productivity, cut
costs and guarantee ecosystem sustainability.

* The figures of the indicators in this Report may defer from those reported

in the Sustainability Report 2015 due to changes in the method of calculation.

Papel Prensa's forestry department conducts its
activities with a sustainability strategy in mind
to protect biodiversity. Birdlife has experienced a
sustained increase as a result of forestry protection
actions and a ban on hunting. These conditions
encourage the design of several research and
development programs, also in conjunction with
universities, including the introduction, production
and reproduction of certain endangered deer
species for their adequate and safe development.

As to the types of inks used at the printing
facilities, the diverse variety of printed products
requires a varied approach from the perspective
of resources. For instance, the use of vegetable-
based coldset ink at the Company's main printing
facility, accounts for 84.4% of total use of the
input. This type of ink, which can be used in bond
paper, is environmentally friendlier due to its
vegetable components and its efficiency in terms
of the amount of ink required to print, which may be
10%-15% lower than other inks. As another way
to reduce the environmental impact, the Company
streamlines its resources through the selection of
printing techniques. For instance, since 2008 AGR
has successfully introduced stochastic printing at
its premises, significantly reducing the number of
inks required for the printing process.

The Company has also specialized and qualified
professional teams that work towards the goal
of reducing material consumption, identifying
and adopting increasingly efficient processes
related to the environment. The newspaper size
adjustments introduced in previous years continue

to reduce the use of newsprint and other materials.
The Cable Television and Internet Access segment
is engaged in service activities, which essentially
do not require the use of raw materials, as opposed
to the industrial processes run by other segments.
Nevertheless, given the scale of operations, Grupo
Clarín's companies use certain materials produced
by their respective value chains, such as the cable
for residential services installed during the period,
top-set units delivered under loan for use and
poles used as part of the distribution network.

Power is the main additional resource used by
Grupo Clarín and its subsidiaries. Grupo Clarín
uses power from direct and indirect sources.
Even though the Company has alternative power
generators in place for offices and industrial
facilities that require fuel, the main indirect
consumption is the electricity provided by the
power supply network.

The subsidiaries engaged in printing activities
are the heaviest users of power, followed by
the business units that use technology in their
operations, such as the cable TV and Internet
access distribution services and audiovisual
programming services. In this area, ARTEAR has
policies in place for the ongoing development
of innovation resources to reduce the use of
electricity at its premises. The main initiatives in
this regard include the introduction of cold lighting
systems in all new and remodeled TV studios,
which allows a fivefold reduction in the power
ARTEAR normally used for lighting.

The Company also renovated its buildings in order
to make better use of natural light and installed
energy-efficient linings. In line with its goal of
staying at the forefront of new technology, ARTEAR
continued to invest in equipment manufactured
under environmentally friendly standards,
in
order to meet the need for High-Definition (HD)
programming and distribution. In addition, the
Company continues to monitor the consumption
and impact of ARTEAR's outside broadcast units.
Since 2012, its fleet is fully composed of Diesel
vehicles, which consume less fuel.

At Cablevisión, energy from indirect sources is
mainly used for temperature adjustment, workroom
ventilation and lighting and for the operation of
data transfer networks and equipment. Hence,
Cablevisión introduced technologies in its main
building to reduce the amount of energy used in
lighting (through efficient electrical devices and
motion sensors at meeting rooms) air conditioning
and smart elevators.

DIRECT AND INDIRECT USE OF POWER

BY PRIMARY SOURCE IN 2015*:

Electricity

Natural gas

Gasoline

Gas oil

CNG

LP gas

79,930,470 MWh

91,651.84 GJ

68.148 GJ

62,544.44 GJ

139.44 GJ

0 GJ

CORPORATE RESPONSIBILITY AND SUSTAINABILITY / ENVIRONMENT

WASTE AND EMISSIONS
Grupo Clarín's subsidiaries develop most of their
activities in urban areas that are not in contact
with natural areas and that meet effective urban
planning standards.

As to emissions, printing facilities have the
most significant impact on the carbon footprint.
Therefore, the Company is permanently exploring
alternatives to improve processes and efficiency
in these areas and to further deepen the analysis
and inventory of CO2 emissions generated by the
activities developed by the several subsidiaries. The
main strategies available to reduce greenhouse gas
emissions entail cutting consumption or changing
power resources, for instance, by making more
intensive use of renewable fuel and bio-energy.

Each subsidiary of Grupo Clarín identifies and
manages waste production and disposal.

As part of the treatment of industrial waste from
printing processes, the Company's subsidiaries
collect and separate certain waste materials,
such as ink, oil, grease and solvents, that are sent
to third party facilities for their recycling, reuse or
safe final disposal. Hazardous waste is subject to
a rigorous treatment handled by licensed waste
management companies. At the same time, the
Company continues to develop strategies to
reduce hazardous waste and has made significant
progress. Fully reusable aluminum plates are used
in the printing process.

In the Cable TV and Internet access segment,
waste is separated at origin in order to add social
or environmental value, where practicable. With
respect to recycling, the Company keeps strict
control of the recovery of equipment delivered to
subscribers under loans for use, such as top-set
units and remote controls, in order to reuse them
or ensure its safe final disposal, and also to reduce
the consumption of this type of equipment.

Special care is given to effluents resulting from
the printing facilities' development processes,
which are subject to rigorous treatments and
measurements before disposal. A water re-usage
system was put in place at the Zepita facility.
Under its Environmental Management System,
the Company significantly reduced effluents,
which are only discharged in exceptional cases.
At La Voz del Interior's printing facilities, waste
water is subject to treatment and is then reused
for irrigation or as part of the production process.
The water discharge figures disclosed below
are mostly attributable to processed water that
can be safely used for irrigation. The Company's
office buildings and other facilities only discharge
domestic waste water.

Also in terms of recycling, Grupo Clarín continued
to reaffirm its contribution to Fundación Garrahan
through an office-paper recycling program. Such
arrangement was combined with other programs
to reduce the use of paper at the Company's

offices, while seeking to streamline printing
techniques; in addition to the Company's renewed
efforts to raise sustainability awareness among
employees.

The Company donates technological equipment to
institutions that receive free Internet connection
from Fibertel and to other institutions located in
vulnerable communities. In addition to making
another contribution towards citizen connectivity
and access to technological equipment, the
Company seeks to contribute to environmental
care by reusing equipment. During 2015, the
Company also donated 411
technological
equipment units to Fundación Equidad.

Additionally, the Company continued to support and
sponsor projects related to the care and protection
of green areas by sponsoring and contributing to
the preservation of the parks Plazoleta Dr. Roberto
Noble in the city of Buenos Aires and Parque de la
Ribera located in San Isidro. Through preservation
works in both parks, the Company also sought to
promote responsibility in the care of public areas
by the community and constructively contribute to
the defense of the environment.

TOTAL GREENHOUSE GAS EMISSIONS

BY WEIGHT IN 2015*

Direct emissions

13,722.20 Tn of CO2

Indirect emissions

42,327,322 Tn of CO2

Total emissions

42,341,045 Tn of CO2

TOTAL WASTE WEIGHT BY TYPE IN 2015*

Urban or non-

hazardous waste

Hazardous waste

9,706,01 Tn

587.13 Tn

TOTAL WASTE WATER DISCHARGE

at printing

facilities in 2015

18,355 m3

* The figures of the indicators in this Report may defer from those reported

in the Sustainability Report 2015 due to changes in the method of calculation.

As an Argentine multimedia company, Grupo
Clarín is exposed to a wide range of risks related
to the country and to its operations. The Company
relies on a strong internal control system. The
identification of risk and its assessment is part of
each unit’s business plans, and is also addressed
by a corporate based control department and by
the Board on a regular basis.

ARGENTINA’S ECONOMIC ENVIRONMENT
Substantially all of our operations are conducted in
Argentina and are therefore affected by changes
in Argentina’s economic environment.

The Argentine economy has experienced significant
volatility in recent decades, with periods of low
or negative growth, high inflation and currency
devaluation. After six years of sustained economic
growth, the Argentine economy slowed down
in the second half of 2008 and throughout 2009,
affected by the international crisis as well as
internal political developments. The trend was
later reversed, with real GDP growth reaching
9.1% in 2010 and 8.6% in 2011. In 2012, real GDP
growth declined to 0.9%. While real GDP grew by
2.9% in 2013, towards the fourth quarter of 2013
the economy already showed signs of decline
(based on data published by the National Institute
of Statistics and Census -INDEC-). In 2014, real
GPD showed no growth for the first time since
2002. According to figures published by the INDEC,
in 2015 GDP increased by 2.1%.

In addition, in December 2015 the Government
introduced additional flexibility
foreign
exchange regulations, allowing the Argentine
peso to float freely against other currencies.
This resulted in a devaluation from Ps. 9.83 per
U.S. dollar on December 16, 2015 to Ps. 13.01 on
December 31, 2015. Since then, the Argentine
peso has continued to fluctuate with an upward
trend, reaching a high of Ps. 15.95 per U.S. dollar
on March 1, 2016.
Sustainable economic growth depends on a
variety of factors, including international demand
for Argentine export commodities and their
prevailing prices, stability and competitiveness of
the Peso against foreign currencies, confidence of
consumers and local and foreign investors and a
low rate of inflation.

The Argentine economy might be adversely
affected by the following factors:

-Exchange rate volatility and depletion of Central
Bank international reserves;

RISK
FACTORS

RISK FACTORS

-Increase in current inflation affecting competitiveness
and economic growth;

-Recession, low economic growth or economic
uncertainties affecting Argentina’s main trading
partners;

-Insufficient levels of investment;

-Poor development of the Argentine credit market
and
limited ability to obtain financing from
international markets;

-A reduction of the payment capacity of the
Argentine public sector and the possibilities of
procuring international financing;

of the country’s administration in twelve years.
Macri took office on December 10, 2015, and
immediately announced several significant policy
reforms, including:

-INDEC reforms. Review of the methodologies
applied by the national statistics bureau in the
calculation of macroeconomic statistics, with
particular focus on the consumer price index.
While it is expected that the new indexes will
reflect real inflation more precisely, there is
uncertainty as to whether official data will be
sufficient, when such data will be published
and what effect these reforms will have on the
Argentine economy;

-Increase in current public expenditure affecting
fiscal accounts;

-Foreign exchange reforms. Reforms aimed at
providing greater flexibility and easier access to
the foreign exchange market;

-Possible reduction or reversal in the trade balance
due to significant decrease in agricultural prices in
general and soy in particular or adverse climatic
conditions affecting the production of agricultural
commodities;

-Government imposed restrictions on imports or
exports;

-Wage, price and foreign exchange controls;

-Political and social tensions;

-Continued instability of the financial systems of
the main developed economies;

-Abrupt changes in the monetary and fiscal
policies of the main economies worldwide; and

-Reversal of capital flows due to domestic and
international uncertainty.

A downturn in economic activity is likely to result
in increased subscriber churn and bad debt,
subscriber losses as well as decreased advertising
revenues. We seek to address the cycles affecting
the Argentine economy by diversifying the scope
of our business and managing our foreign currency
liabilities.

POLITICAL AND ECONOMIC

UNCERTAINTIES
On November 22, 2015, Mr. Mauricio Macri
was elected President of Argentina, signaling
the first change in the political party in charge

-Foreign trade reforms. The elimination export
duties on wheat, corn, beef and regional products,
the reduction of export duties on soybean and the
gradual elimination on limitations to access the
foreign exchange market for new transactions,
and

-Infrastructure reforms. An infrastructure master
plan including highways, railways, waterways and
energy production, including the declaration of a
state of emergency of the national electrical system
until December 31, 2017 and the reexamination of
energy subsidy policies.

The impact these and other future measures
adopted by the Macri administration will have on
the Argentine economy as a whole and the media
industry in particular cannot be predicted. We
believe that the effect of the gradual liberalization
and opening of the economy will be positive for
our business, but it is not possible to predict the
extent of such effect, if any, or any temporary
or medium to long term disruptions that may
affect the economy if the measures adopted are
unsuccessful.

In addition, there is uncertainty as to which of
the measures announced during the Presidential
campaign, will be adopted and when. In particular,
we cannot predict how the Macri administration
will address certain other political and economic
issues that were central during the presidential
election campaign, such as the financing of public
expenditures, public service subsidies and tax
reforms, or the impact that any measures related
to these issues that are implemented by the

Macri administration will have on the Argentine
economy as a whole. Moreover, political parties
opposed to the Macri administration retained
a majority in the Argentine Congress in the
recent elections. This will require the Macri
administration to seek political support from
the opposition for its economic proposals and
creates further uncertainty in the ability of the
Macri administration to pass any law that may be
necessary to implement its intended policies.

Our financial condition and results of operations
depend to a significant extent on macroeconomic
and political conditions prevailing in Argentina.
Measures adopted by the Argentine government
that impact upon the economy, including those
measures related to monetary policy, inflation,
interest rates, price controls, exchange controls
and taxes, have affected and could continue to
affect Argentine companies like ours. Uncertainty
about the possible success or failure of the
measures to be adopted by the new administration
could lead to volatility in the market prices of
securities of Argentine companies,
including
companies in the media sector, such as ours.
We have also been the target of legislation
passed to regulate the Media Industry and capital
markets, which has also affected our activities
in recent years. See “Legislation and Regulation
of the Media Industry” and “Capital Markets
Regulations.”

a. Inflation
Argentina has confronted inflationary pressures
since 2007, evidenced by significantly higher
fuel, energy and food prices, among other
indicators. According to inflation data published
by the INDEC, from 2010 to 2015, the Argentine
consumer price index increased 10.9%, 9.5%,
10.8%, 10.9%, 23.9% and 11.9% in the ten month
period ended October 31, 2015, respectively;
and the wholesale price index increased 14.6%,
12.7%, 13.1%, 14.8%, 28.3% and 9.6% in the
nine-month period ended September 30, 2015,
respectively. However, since 2007, the INDEC
has experienced a process of institutional and
methodological reforms that have given rise
to controversy with respect to the reliability of
the information that it produces. In December
2013, the Argentine Government announced
the implementation of a new methodology for
the calculation of price indexes, designed in
cooperation with International Monetary Fund
(“IMF”) experts. The IMF had stated in previous
reports that their staff used alternative measures
for macroeconomic surveillance,
of

inflation

RISK FACTORS

including data produced by private sources, which
had shown inflation rates considerably higher
than those published by the INDEC since 2007. In
a meeting held on February 1, 2013, the Executive
Board of the IMF issued a declaration of censure
in connection with Argentina’s failure to make
sufficient progress to adopt remedial measures to
address the inaccuracy of inflation and GDP data.

The new methodology announced in 2013 was
applied to the calculation of price
indexes
starting in January 2014. Even though it brought
inflation statistics closer to those estimated
by private sources, there is still a material
difference between official inflation data and
private estimates. According to figures published
by members of Congress from opposition parties
based on private sources, the average inflation
estimate was 25.6% for 2012, 28.3% for 2013,
38.5% for 2014 and 27.9% for 2015.

the

On December 22, 2015, the Government replaced
the leadership of the INDEC. In order to revise
existing methodologies,
Government
temporarily suspended INDEC’s publication of
main indicators such as inflation, GDP, poverty and
unemployment due to INDEC’s lack of resources
and processes to provide reliable figures. The
new authorities of INDEC are currently working
on a reliable CPI index, which is expected to
be published in the course of 2016. It is also

expected that the INDEC will implement certain
methodological
reforms and adjust certain
macroeconomic statistics in order to provide
reliable figures in the future.

operation, in particular labor costs and access to
financing, and may negatively impact our financial
condition and results of operations.

b. Foreign Exchange Controls,

Since 2007, inflation in Argentina has contributed
to a material increase in our operating costs, in
particular labor costs, and negatively impacted our
results of operations and financial condition. There
can be no assurance that inflation rates will not
continue to escalate under the new Government,
or what effects the measures adopted or that may
be adopted in the future by the newly elected
Government to control inflation may have.

(i) undermine

inflation may also

In the past, inflation has materially undermined
the Argentine economy and Argentina’s ability
to create conditions that would permit growth.
High
the
competitiveness of Argentina’s manufacturing
inter alia,
industries producing,
and service
an increase in unemployment levels and (ii)
negatively impact the country’s long-term credit
markets. There can be no assurance that inflation
rates will not continue to escalate in the future or
that the measures adopted or that may be adopted
by the Argentine government to control inflation
will be effective or successful. Inflation remains a
challenge for Argentina. Significant inflation could
have a material adverse effect on Argentina’s
economy and in turn could increase our costs of

issued

in 2012 subject

Devaluation and Central Bank Depletion
During the second half of 2011 and in 2012, the
increased controls on
Argentine government
the incurrence of foreign currency-denominated
indebtedness, and the sale and acquisition
of foreign currency by local residents. New
foreign
regulations
exchange transactions to prior approval by
Argentine tax authorities. Formal and informal
foreign exchange controls continued throughout
until December 2015, practically closing the
foreign exchange market to retail transactions.
Until mid-December 2015, it was widely reported
that the peso/U.S. dollar exchange rate in the
unofficial market and in neighboring markets
where the peso was traded differed substantially
from the official foreign exchange. A few days
after taking office, on December 16, 2015, the
newly elected Government announced and is
in the process of implementing a number of
reforms to the foreign exchange market that are
expected to provide greater flexibility and easier
access to the foreign exchange market, such as:
(i) the elimination of the requirement to register
foreign exchange transactions
in the AFIP's
Exchange Transactions Consultation Program,
(ii) the elimination of the requirement to transfer
indebtedness
the proceeds of new financial
transactions
into Argentina and settle such
proceeds through the official foreign exchange
market (MULC), (iii) the reestablishment of the
US$2.0 million monthly limit per resident on the
creation of offshore assets, (iv) a decrease to 0%
(from 30%) of the registered, non-transferable
and non-interest-bearing deposit required
in
connection with certain transactions involving
foreign currency inflows, (v) the reduction of the
required period that the proceeds of any new
financial
incurred by residents,
held by foreign creditors and transferred through
the MULC must be kept in Argentina, from 365
calendar days to 120 calendar days from the date
of the transfer of the relevant amount and (vi)
the elimination of the requirement of a minimum
holding period (72 business hours) for purchases
and subsequent sales of the securities.

indebtedness

During 2013, the Argentine peso devalued from
Ps. 4.92 per U.S. dollar as of December 31, 2012 to
Ps. 6.52 per U.S. dollar as of December 31, 2013.
In early 2014, the devaluation of the Argentine

RISK FACTORS

peso accelerated. While in the week of January
20 to January 24, the official peso/U.S. dollar
exchange rate went from Ps. 6.83 per U.S. dollar
to Ps. 8.00, in the following months, devaluation
continued at a slower pace. As of December 31,
2014, the official peso/U.S. dollar exchange rate
was Ps. 8.55 per U.S. dollar. In 2015, the Peso lost
approximately 34% of its value with respect to
the U.S. dollar, including a 10% devaluation from
January 1, 2015 to September 30, 2015 and a 38%
devaluation during the last quarter of the year,
mainly concentrated after December 16, 2015,
when foreign exchange restrictions were lifted.

Government intervention in the foreign currency
market to sustain the value of the Argentine
peso, increased energy imports and the decline
in the international price of gold have resulted in
a progressive depletion of Central Bank reserves.
In 2013, Central Bank reserves decreased by
approximately 29.3% from US$43,290 million
as of December 31, 2012 to US$30,599 million
as of December 31, 2012. In 2014, Central Bank
reserves increased slightly, by 2.8% to US$ 31,443
million as of December 31, 2014, reportedly due
to the assistance of the People’s Republic of
China, implemented through a currency swap
program agreement with the Bank of China. As
of November 30, 2015, Central Bank reserves
were US$25,615 million, compared to US$25,563
million as of December 31, 2015.

We are unable to predict the impact of latest
reforms in the foreign exchange market, the
future value of the peso against the U.S. dollar,
or the success or failure of the Central Bank
in preserving the value of its reserves. Foreign
exchange reforms could have a negative effect
on the economy and on private sector companies,
including our business and/or lead to volatility
in the market prices of securities of Argentine
companies.

c. International Trade Restrictions
In 2012, the Argentine government introduced
a procedure pursuant to which local authorities
must pre-approve the import of products and
services to Argentina as a pre-condition to permit
such import and the consequent access to the
foreign exchange market for the payment of the
imported products or services.

On August 22, the World Trade Organization
issued a Panel Report relating to
(“WTO”)
complaints brought by the United States, the
European Union and Japan, where it concluded

the Dispute Settlement Body

that such import pre-approval requirements were
inconsistent with the 1994 General Agreement on
Tariffs and Trade (“GATT 1994”) and recommended
that
request
Argentina to bring the inconsistent measures into
conformity with its obligations under the GATT
1994. Argentina appealed the Panel Report on
September 26, 2014. On January 15, 2015 the
WTO Appellate Body issued its report in the case
“Argentina - Measures Affecting the Importation
of Goods” upholding the Panel Report’s main
conclusions and recommendations.

The newly elected Government has announced
international trade restrictions shall be
that
gradually reduced and/or eliminated. Some of
these measures, such as the elimination export
duties on wheat, corn, beef and regional products,
and the reduction of the duty on soybeans by 5%
to 30% have been already implemented. Further,
the 5% export duty on most industrial exports was
also eliminated. With respect to payments for
imports and services to be performed abroad, the
Government announced the gradual elimination
of amount limitations on access to the MULC for
any new transactions. Amount limitations for such
transactions are expected to gradually decrease
and be eliminated by June 2016.

In the past, increased government control over
foreign trade has resulted in a shortage of inputs
and spare parts and in production disruptions. The
continuation of these shortages may affect the
growth of the economy and, consequently, could
affect our business, financial condition and results
of operations. We cannot assure that measures
adopted by the new Government are permanent,
that they will be pursued as announced nor that

new trade restrictions to international commerce
shall be
implemented. Repeated complaints
from other countries against import restrictions
implemented by Argentina, suspension of export
preferences or retaliations by trading partners
may have an adverse effect on Argentine exports,
affect the trade balance and, consequently,
adversely impact Argentina’s economy.

d. Other forms of government

intervention
Expropriations, interventions and other direct
involvement by the Argentine government in the
economy have had an adverse impact on the level
of foreign investment in Argentina, the access
of Argentine companies to the
international
capital markets and Argentina’s commercial and
diplomatic relations with other countries. The
level of government intervention in the economy
may continue or increase, which may adversely
affect Argentina’s economy in the medium and
long term and, in turn, our business, results of
operations and financial condition.

Investment Disputes

e. Sovereign litigation
Litigation, as well as claims filed Argentine
sovereign debt bondholders and foreign investors
with the International Centre for Settlement
of
(ICSID) and United
Nations Commission on International Trade Law
(UNCITRAL) against the Argentine government,
have resulted in material judgments and may
result in new material judgments against the
government, and could result in attachments of or
injunctions relating to assets of Argentina that the
government intended for other uses.

On November 21, 2012, the United States

RISK FACTORS

District Court for the Southern District of New
York ordered Argentina to pay US$ 1.33 billion
to certain holdout bondholders and curtailing
Argentina’s ability to pay certain other external
indebtedness for so long as payment of the
holdout bondholders was pending. Argentina
appealed the District Court’s November 21 order
and requested a stay, which was granted by the
Second Circuit Court of Appeals. On March 19,
2013, Argentina submitted a proposed payment
plan for holdout bondholders, which was rejected
by plaintiffs on April 19, 2013. On August 30,
2013, the Second Circuit Court of Appeals
affirmed the District Court’s November 21, 2012
order, but stayed its decision pending an appeal
to the Supreme Court of the United States.

On June 16, 2014, the U.S. Supreme Court denied
Argentina’s certiorari petition of the Second
Circuit Court of Appeals’ ruling affirming the
Southern District Court judgment of November
21, 2012. Consequently, Argentina was required
to pay 100% of the amounts due to plaintiffs
whenever it made its next payment to restructured
bondholders. Upon rejection of Argentina’s appeal
to the Supreme Court, on June 18, 2014 the United
States Court of Appeals for the Second Circuit
lifted its stay of the District Court’s order. On June
23, 2014, Argentina requested the District Court
for a new stay to allow for a reasonable period of
negotiations to settle the dispute with plaintiffs.

On June 26, 2014, Argentina deposited the
amounts due to holders of restructured debt
in accounts of the trustee -The Bank of New
York Mellon (“BONY”)- in the Central Bank of
Argentina. On that same date, Judge Griesa of the
District Court rejected the request for a stay made
by Argentina on June 23, 2014.

On June 27, 2014, Judge Griesa ruled that the
aforementioned funds should not be delivered to
the holders of restructured debt in the absence
of a prior agreement with the holdouts. As of the
date of this annual report, the parties have not
arrived at an agreement and BONY has invoked
the decision of the District Court judge to freeze
the funds deposited by Argentina. Argentina
asserted that it had complied with its obligation
to the holders of the restructured bonds by making
the initial deposit, and that the indenture trustee
had the obligation to deliver those funds to their
beneficiaries.

On September 11, 2014, the Argentine Congress
passed Law No. 26,984, which provides for various

mechanisms to pay the holders of the restructured
bonds. Among other things, the new law authorized
the replacement of BONY as trustee and provided
for a voluntary exchange of the restructured bonds
for new bonds that would have identical financial
terms but be governed by Argentine law and
subject to Argentine jurisdiction.

On September 29, 2014 the District Court judge
declared Argentina in contempt of court but did
not impose sanctions on the country. On October
3, 2014, the District Court judge ordered Argentina
to reinstate BONY, remove the newly appointed
trustee -Nación Fideicomisos- and resolve the
dispute with the holdout plaintiffs.

On October 22, 2014, the Second Circuit Court
of Appeals dismissed Argentina’s appeal with
respect to the freezing of the funds deposited
with BONY for lack of jurisdiction. On October 28,
2014, the District Court judge rejected a motion
filed by plaintiffs to attach the funds deposited by
Argentina and frozen at BONY.

At Citibank’s request, the District Court judge has
authorized the payment of US dollar denominated
bonds governed by Argentine law to the extent that
payments have become due, deferring a definitive
decision on this question. The District Court
judge set a new hearing for March 3, 2015 on the
matter. On March 12, 2015, Judge Griesa rejected
Citibank’s request to make interest payments
on US dollar denominated bonds governed by
Argentine law, due on March 30, 2015.

On May 11, 2015, the plaintiffs that had obtained
pari passu injunctions asked the U.S. district
court to amend their complaints to include claims
alleging that Argentina's issuance and servicing
of its 2024 dollar-denominated bonds, and its
external indebtedness in general, would violate
the pari passu clause.

On June 5, 2015, the Second Circuit granted partial
summary judgment to a group of “me-too” plaintiffs
in 36 separate lawsuits, finding that, consistent with
the previous ruling of such court, Argentina violated
a pari passu clause in bonds issued to the “me-too”
bondholders. The decision obligates Argentina to
pay the plaintiffs $5.4 billion before it can make
payments on restructured debt. On October 30,
2015, the District Court ordered that Argentina
specifically perform its payment obligations to the
plaintiffs any time it makes, or attempts to make,
payments on the bonds. Argentina appealed the
decision on November 10, 2015.

RISK FACTORS

re-engaged

Since December 2015, the Government has
actively
in negotiations with
bondholders aimed at settling pending claims.
As of the date hereof, Argentina has reached
agreements in principle with a substantial portion
of holdout bondholder plaintiffs. Such agreements
in principle, which are subject to the passing
of certain laws by the Argentine Congress, are
pending execution and closing.

Notwithstanding the above, litigation initiated by
bondholders seeking payments from Argentina
continues in the United States and in courts in
other jurisdictions. As a result, the Argentine
government may not have all the necessary
its obligations,
financial resources to honor
implement reforms and foster growth. The lack of
access to financial markets could have a material
adverse effect on the country’s economy, and
consequently, our business, financial condition
and results of operations.

the

f. Government expenditure
During
the Argentine
few years,
last
government has substantially increased public
expenditure. The Argentine government has
sourced part of its funding requirements from
the Central Bank and the National Social
Security Administration (“ANSES”). For 2012,
the government reported the first fiscal deficit
since 2009. That trend continued in 2013, with
the country’s primary deficit more than doubling
to approximately Ps. 82.2 billion (approximately
2.4% of INDEC nominal GDP), without taking into
account transfers from ANSES and the Central
Bank. In 2014 and 2015, the country registered a
primary deficit of approximately Ps. 155.5 billion
and Ps. 235,1 billion (approximately 3.5% and
4,4% of INDEC nominal GDP), respectively, its
highest levels since 2002. We cannot assure you
that the new Government will be able to reduce
current deficit or that it will not seek to finance its
deficit by gaining access to the liquidity available
in the local financial institutions.

On March 22, 2012, the Argentine Congress passed
Law No. 26,739, which amended the charter of
the Central Bank and Law No. 23,298. Law No.
26,739 amends the objectives of the Central Bank
(established in its charter) and removes certain
provisions previously in force. As amended, the
Central Bank Charter provides that reserves may
be made available to the government for the
repayment of debt or to finance public expenses.
This use of Central Bank reserves for expanded
purposes may render Argentina more vulnerable

to external shocks, affecting the country’s capacity
to overcome the effects of an external crisis, and
fuel inflation as the amount of pesos in circulation
increases while reserves decrease. In addition,
Law No. 26,739 amends the criteria for compliance
with the minimum cash requirement for banks.
This amendment could affect financial institutions
by forcing them to increase liquidity, with a
potential adverse impact on credit supply, and
therefore on the growth of the Argentine economy
and on our business. There is uncertainty as to the
use of Central Bank reserves by the newly elected
Government in the short and medium term.

LEGISLATION AND REGULATION

OF THE MEDIA INDUSTRY
In Argentina, the legal system, including the
Constitution, protects the independence of the
free press. As a media company, we are vigilant
as to the attempts to curtail freedom of speech
and the free press that might arise and widely
cooperate with journalistic associations and other
NGOs that advocate for the protection of these
and other fundamental constitutional rights.

Since 2009 the government has conducted an
overt policy designed to restrict the activities of
the free press. During 2013, 2014 and most of
2015, private media in general and Grupo Clarín
in particular continued to face an escalating
level of harassment, involving the use of official
and para-official means and resources with the
clear intention of damaging the private media’s
reputation and directly and indirectly limiting its
journalistic activities.

Since December 2015, the new government
under
the Macri administration has made
announcements in favor of an independent media
and against censorship, passed legislation and
improved communication channels with private
media in general, which evidences major changes
in media related governmental policies.

Until December 2015 the Argentine Media Industry
was governed by two main laws and subject to the
oversight of two different enforcement agencies:
(a) in the case of the audiovisual media industry,
by Audiovisual Communication Services Law No.
26,522 (the “LSCA”) and its federal enforcement
authority (the “AFSCA”), and (b) in the case of the
telecommunications industry, by Law No. 27,078
(the “Digital Argentina Act”) and tits federal
enforcement authority (the “AFTIC”).

and questionable censorship system anchored
upon the discretionary power to grant licenses
and the application of penalties, among other
controversial aspects.

On October 29, 2013, the Argentine Supreme Court,
in a split decision, upheld the constitutionality of
the LSCA in re “Grupo Clarín S.A. and others v.
National Executive Branch and others re/ Merely
declarative Action”.

On October 31, 2013 the Company and some of
its subsidiaries were served with Resolution
No. 2276/2012 of the AFSCA, providing for an
ex-officio proceeding to force compliance by the
Company and some of its subsidiaries with the
requirements and limitations of the LSCA. In
order to avoid such de-facto proceedings, which
sought to dispossess the Company of its licenses
and assets, on November 4, 2013 the Company
submitted to AFSCA and the Supreme Court of
Argentina a proposal to conform the Company and
its subsidiaries to section 161 of the LSCA. Shortly
after receipt of the proposal, AFSCA issued
Resolution No. 1,471/2013, whereby it suspended
the ex-officio transfer procedure. The proposal
included the necessary disclaimers to safeguard
the rights of the Company.

The proposal required the approval of AFSCA, the
intervention of other governmental and oversight
agencies and the approval of the shareholders at the
respective Shareholders’ Meetings in order to carry
out the restructuring and the transfer of licenses,
assets, liabilities and operations to third parties.
On February 18, 2014, AFSCA issued Resolution
No.193/2014 that declared the admissibility of said
proposal and granted the Company a term of 180
calendar days for its implementation. On August
19, 2014, the Company, ARTEAR, Radio Mitre and
Cablevisión informed AFSCA of their completion of
all actions necessary on their side to implement the
proposal, under the terms of such Resolution No.
193/2014. The entities also requested that AFSCA
consider the explanations provided in response to
AFSCA’s previous observations, and compel the
other intervening authorities to take the necessary
actions to enable the final completion of the
proposal.

AFSCA
issued new, additional requests and
requirements, which were all duly and timely
responded by the Company. On October 9,
2014, AFSCA notified the Company, ARTEAR,
Radio Mitre and Cablevisión of the issuance of
Resolution No. 1,121/2014, whereby that agency

On December 29, 2015, the National Government
issued Decree No. 267/2015 pursuant to which it
intends, among other things, gradually to converge
the audiovisual media and telecommunications
industries under the same regulatory framework
(the “New Media Decree”). Among other
provisions, the New Media Decree (i) creates
a new National Communications Agency (the
“ENACOM”), an autarchic decentralized entity
under the Ministry of Communications, which
replaces AFSCA and AFTIC as enforcement
authority for the LSCA and the Digital Argentina
Act, (ii) repeals Section 161 of the LSCA, which
required the filing with AFSCA, by the Company
and some of its subsidiaries, of a reorganization
and divestment plan in order to conform to the
requirements and limitations of the LSCA, (iii)
amends the multiple license regime set forth
under Section 45 of the LSCA, (iv) amends the
35% limit applicable to total inhabitants for open
services and the 35% total subscription limit for
subscription television services, (v) eliminates
the restriction to provide open broadcasting
television services and subscription television
services in the same area, (vi) expands services
to be provided and registered by TIC licensees by
including pay broadcasting service by physical
and/or by radio-electric link; and thus, services
provided by cable operators (such as Cablevisión
and its subsidiaries) shall be governed by the
Digital Argentina Act, and, (vii) provides that
telephone service operators with licenses granted
under Decree No. 62/90 and Sections 5.1 and
5.2 of Decree No. 264/98 and mobile telephone
service operators with licenses granted under

Decree 1461/93 shall only be entitled to provide
pay television services by means of physical and/
or radio-electric link starting on or after January 1,
2018 (or January 1, 2019, if the waiting period is
extended by ENACOM). The New Media Decree is
subject to confirmation by the Argentine Congress.
Pursuant Argentine law, until Congress confirms or
rejects the New Media Decree, it remains valid
and binding.

The New Media Decree affects the regulatory
to both audiovisual
frameworks applicable
communication services and telecommunication
services, which are described below. Failure by
Congress to confirm the New Media Decree and
the reversal of any decisions adopted by the
Argentine government pursuant to the New Media
Decree could materially affect the recoverability
of the Company’s relevant assets, its business,
results of operations and financial condition.

a. Audiovisual Communication Services
In October 2009, the Argentine Congress passed
the LSCA to replace the general legal framework
industry
under which the audiovisual media
had operated in Argentina for approximately
three decades. We and others challenged the
new LSCA on several grounds, including its
encroachment upon constitutional rights, the
broad and discretionary powers over media
and content granted to the Executive Branch,
for favoring state-owned and sponsored media
and affecting the sustainability of privately-
owned media, promoting the elimination of
independent signals and enabling a pervasive

decided to (i) reject the reorganization proposed
by the Company, the reorganization proposed
by Cablevisión, the formation of the foreign
trusts required for the implementation of such
reorganizations and the transfers proposed by the
Company, ARTEAR, Radio Mitre and Cablevisión
and to resume the ex-officio transfer procedures.

On 31 October 2014, the Federal Civil and
Commercial Court No. 1 granted an interim
it ordered the Argentine
injunction whereby
from
to “abstain
government and AFSCA
performing, directly or through third parties, any
action in connection with the ex officio transfer
procedure.” Chamber No. 1 of the National Court
of Appeals on Federal Civil and Commercial
Matters confirmed the injunction issued by the
first instance judge.

Given AFSCA’s arbitrary and discriminatory
decisions, on March 5, 2015, the Company
broadened the scope of the claim filed in re
“GRUPO CLARÍN v. NATIONAL GOVERNMENT
on Incidental Procedure” (File 7,263/2012)”, and
requested the judge to: (i) declare that AFSCA’s
enforcement of Sections 45, 48 and 161 of the
LSCA on the claimants through AFSCA Resolution
No. 1,121/14 is unconstitutional and infringes the
right to freedom of the press, property, equality
before the law, due process, defense in court and
the principle of reasonableness with which those
powers must necessarily be exercised, and that,
if necessary, each and every resolution related to
this unconstitutional enforcement, in particular
AFSCA Resolution No. 1,121/14, is illegitimate
and null and void; (ii) order claimants to comply
with the legitimate legal obligation to conform
to the LSCA, voluntarily applying the criteria
adopted by AFSCA on other proposals and to order
AFSCA to refrain from discriminating against the
claimants in the consideration of their proposal
to conform to the license regime provided under
Section 45 of the LSCA and to comply with
the conditions established in Recital 74 of the
Supreme Court’s decision in re “Grupo Clarín
and Other v. National Government on Incidental
Procedure” for the application of the LSCA; and,
(iii) order the National Government to carry out
each and every act required to implement the
proposal submitted by the claimants that were
identified in the Proposal.

On January 12, 2016, the Company's shareholders
resolved (i) to terminate the reorganization plan
submitted to AFSCA and the Supreme Court of
Argentina on November 4, 2013, and (ii) to instruct

the Board of Directors of the Company to analyze
and recommend the shareholders a course of
action in light of the new developments in the
media regulatory framework

On February 1, 2016, ENACOM issued Resolution
No. 17/2016, whereby-in light of the amendments
to Section 45 of the LSCA and the repeal of
Section 161 of the LSCA-ENACOM declared that
all companies that had made filings to conform
to the LSCA pursuant to Section 161, including
the Company and its subsidiaries, now complied
with the limits relating to multiplicity of licenses
provided under Section 45 of the LSCA and
therefore all such files and/or administrative
actions shall be deemed concluded and closed. In
addition, Resolution No. 17/2016 repealed AFSCA
Resolution No. 1,121/14, among others, and
rendered it without effect.

In spite of the substantive developments brought
about by the issuance of the New Media Decree
and the subsequent ENACOM resolutions issued
pursuant to such Decree, the new regulatory
framework, its implementation and its effects on
the business of the Company and its subsidiaries
remain uncertain. Failure by Congress to confirm
the New Media Decree and the reversal of any
decisions adopted by the Argentine government
pursuant to the New Media Decree could
materially affect
the
Company’s relevant assets, its business, results of
operations and financial condition.

recoverability of

the

b. Telecommunication Services
On December 16, 2014 Congress passed the
Digital Argentina Act, whereby Congress partially
repealed the existing National Telecommunications
Law No. 19,798 and subjected the effectiveness
of Decree No. 764/00 (which had deregulated
the telecommunications market) to the issuance
of four new regulations relating to the License
Regime, Interconnection, Universal Services and
Radioelectric Spectrum.

the

license scheme and

The new law maintains the single country-
wide
independent
registration of the services to be rendered,
but telecommunication services are renamed
“Information and Communication Technologies”
(TIC). Notwithstanding their new denomination,
TIC licenses (now called “Digital Argentina Single
Licenses”) still cover all
telecommunication
services, and the scope of the licenses granted
originally to the Company’s subsidiaries and
merged companies remains unaltered.

RISK FACTORS

The most significant change to the former
National Telecommunications regime was the
creation of a new public service under the name
“Public and Strategic Infrastructure Use and
Access Service for and among Providers.” By
characterizing this activity as a public service,
providers (including audiovisual communication
service providers) may be required to grant other
TIC service providers access to network elements,
related resources or services for such other TIC
service providers to render their own services.
Networks and infrastructure owners, such as the
Company and its subsidiaries, may be required to
grant network access to competitors that have
not made investments in their own infrastructure.
The obligation to provide network access to
competitors could have an adverse effect on
our business, financial condition and results of
operations

c. Other government action

relating to the Company and

the media industry
In addition to the government’s drive to implement
the LSCA, until December 2015 the Argentine
government sought (i) to revoke the authorization
granted unanimously by the National Antitrust
Commission in 2007 to the transaction whereby
indirectly acquired 60% of
the Company
Cablevisión and Cablevisión acquired all or part of
the equity interests of certain of our subsidiaries,
(ii) to revoke the license under which Cablevisión
renders internet services, (iii) to set the price of
its pay-television service according to a pricing
formula, (iv) to reject the acquisition by Cablevisión
of the shares of Nextel Communications Argentina
S.R.L., and (v) to revoke the telecommunication
service licenses granted to Nextel Communications
Argentina S.R.L., a subsidiary of the Company as
of the date of these financial statements. Most,
but not all, such measures were either rejected
by the intervening Civil and Commercial Courts,
or reconsidered and revoked by the ENACOM.
Failure to obtain congressional confirmation of the
New Media Decree and the consequent reversal
of the creation of the ENACOM could lead to a
reversal of its decisions and materially affect the
recoverability of the Company’s relevant assets,
its business, results of operations and financial
condition.

Other government or para-official actions against
the Company and media in general under the
previous administration included: (i) an exponential
increase and discriminatory allocation of official
advertising, (ii) the use of public funds and media

on a discretionary basis to generate content and
shows that display political propaganda, (iii) an
aggressive campaign to destroy non-partisan media
by compromising their economic sustainability
and credibility, (iv) abuse of bureaucratic controls
or controls by public agencies in the form of
administrative persecutions, groundless arbitrary
resolutions, disproportionate tax controls and
recurring audits, (v) blockades to printing facilities
to prevent the distribution of certain newspapers
and magazines, and (vi) government interference
and regulation of the newsprint industry. While
both the political scenario and the regulation
applicable to the media industry appear to have
changed positively since December 2015, we
cannot assure that actions by the Government
or the new political opposition will not continue.
Increased government action against the Company
could materially affect our business, results of
operations and financial condition.

false and

whereby the CNV declared that the administrative
effects of the decisions adopted at the Annual
Ordinary General Shareholders’ Meeting held
on April 25, 2013 were irregular and ineffective.
The CNV’s Resolution was based on allegations
that were completely
irrelevant.
These allegations, as well as the conduct of the
representatives of ANSES (a shareholder of the
Company) and of the CNV at the meeting, prompted
certain directors of the Company -and later the
Board itself- to press criminal charges against
ANSES and CNV representatives (Messrs. Reposo,
Kicillof, Moreno, Vanoli, Fardi and Helman) for
making false statements and arguments with the
sole intent of discrediting the Board of Directors
and caricature the Company’s management with
the ultimate purpose of creating pretexts to permit
an intervention of the Company without judicial
control, pursuant to the new powers vested on the
CNV by the Capital Markets Law.

CAPITAL MARKETS REGULATIONS
On November 29, 2012 Congress passed Capital
Markets Law No. 26,831 (the “Capital Markets
Law”), which was enacted by the Executive on
December 27, 2012, published on December
28, 2012 and became effective on January 28,
2013. The Capital Markets Law provides for a
comprehensive amendment of the public offering
regime, previously governed by Law No. 17,811
and, among other things, enhances the National
Government’s oversight powers over publicly
traded companies.

On July 29, 2013, the National Government issued
Decree No. 1023/2013 to regulate partially the
Capital Markets Law. Among other provisions, the
Decree regulates Section 20 of said Law, pursuant
to which the CNV may appoint an overseer with
veto rights over the decisions made by the boards
of directors of entities subject to the public
offering regime, or otherwise remove the boards
from such entities for up to 180 days until all
deficiencies found by the CNV are solved, without
prior judicial authorization or control. The Decree
also vests with the CNV the power to appoint
the administrators or co-administrators that will
hold office after a board of directors of an issuer
is removed. The Company is of the view that the
Decree amends the Law it seeks to regulate and,
therefore, is not a valid implementing regulation.

The Company gave the CNV written notice
that the events registered at the Shareholders'
Meeting could not be considered in any way
as an acknowledgment of the legitimacy of the
powers vested in the CNV by the Capital Markets
Law, and reserved its rights to file the pertinent
legal actions to challenge the constitutionality of
that law.

On August 20, 2013, at the request of Mr. Rubén
Mario Szwarc, a shareholder of the Company,
the Company was served notice of the decision
rendered by Chamber A of the National Court of
Appeals on Commercial Matters, whereby that
Chamber decided, among other things, to enjoin
the enforcement of Section 20, subsection a),
second part, paragraphs I and II (or 1 and 2) of
the Capital Markets Law and of all laws, rules or
administrative acts issued or that may be issued
pursuant to such legal provisions, with respect to
Grupo Clarín S.A., until the courts decide on the
merits of Mr. Szwarc’s claim.

On October 11, 2013 Chamber 5 of the National
Court of Appeals on Federal Administrative
Matters issued an injunction in re “Grupo Clarín
S.A. v. CNV - Resol No. 17,131/13 (File 737/13)”
File No. 29,563/2013, suspending the effects of
Resolution No. 17,131/2013 until the courts reach
a decision on the merits. As of 31 December 2015,
the injunction is still in place.

On July 12, 2013, a few days prior to the issuance
of the Decree, the Company was served notice
of Resolution No. 17,131, dated July 11, 2013,

On March 21, 2014 the Company was served notice
of a claim filed by ANSES, seeking to challenge
and to render void the decisions adopted at the

position of leadership we have acquired in the
market.

is denominated

LIQUIDITY AND FUNDING
We have financial debt outstanding, a significant
portion of which
in foreign
currency. Financial markets remain practically
closed for Argentine companies, and we must rely
primarily on our cash flow generation to service
our debt. While we have been able to access the
official foreign exchange market to make debt
payments to date, we cannot exclude that foreign
exchange controls could adversely affect our
ability to make payments on our debt on a timely
basis.

in an active

We have engaged
liability
management policy, and improved our debt to
free cashflow ratio to limit our need to access the
market as a means of repayment of our financial
obligations.

Certain of our costs, including a significant portion
of our financial expenses, are dollar denominated.
Currency fluctuations, such as a considerable
devaluation of the Peso against the U.S. dollar are
likely to affect adversely the Argentine economy
impact negatively on our financial
and will
condition.

Shareholders’ Meeting of the Company held on 25
April 2013 and the decisions adopted by the Board
of Directors at its meeting of 26 April 2013. As
of 31 December 2015 the Company has filed its
response to the claim.

the Company

In spite of these judicial measures that have
temporary protection
afforded
against arbitrary and discriminatory action
taken by the previous administration against
us, and in spite of the positive signs that the
new Government has changed the way in which
it relates to the press in general, we cannot
assure that these injunctions and measures will
remain in place, that the courts will not uphold
the constitutionality of Section 20 of the Capital
Markets Law, or that the CNV will not attempt
to apply that provision against the Company,
effectively removing the Board of Directors for up
to 180 days and replacing it with CNV-appointed
administrators or co-administrators.

Direct intervention of our management by the
CNV could materially affect our business, results
of operations and financial condition.

SECTOR DEVELOPMENT

AND COMPETITION
The Company devotes significant
resources
to analyzing emerging trends and has vast
experience and a solid track record in reading
consumer demands and successfully developing
new products and services, adapting its business
model in time.

However, the media industry and certain maturing
markets to which our services are catered, are
dynamic and constantly undergo significant
developments at a pace that may differ from
our current expectations affecting our growth.
Increased competition through new technological
developments may adversely affect our business
if our analysis of industry trends is not accurate or
if we are not able to adapt readily our operations.

PROGRAMMING AND PERSONNEL
We may not be able to renew our rights to certain
programming and our results of operations may be
adversely affected by the loss of key personnel.

The production of content is part of our strategy
and we dedicate significant resources to the
identification of market trends and new figures
and matters of public interest, to preserve the

RISK FACTORS

BUSINESS
PROJECTIONS
AND
PLANNING

As mentioned above and in light of the decision
rendered by the Supreme Court of Justice, on
November 3, 2013 the Board of Directors approved
a voluntary proposal to conform to the LSCA that
was filed with AFSCA on November 4, 2013 and
declared formally admissible by that agency on
February 18, 2014.

Even though the Company and its subsidiaries
devoted considerable effort to the implementation
in due time and form of the Proposal that had
been declared formally admissible by AFSCA, that
agency issued Resolution No. 1,121/AFSCA/2014,
whereby it rejected the corporate reorganizations
and transfers under the Proposal and ordered the
arbitrary and inapplicable initiation of an ex-officio
divestiture procedure. Therefore, the Company
and its subsidiaries requested the Resolution's
nullification before judicial and administrative
courts.

However, Decree No. 267/15 issued on December
introduced significant amendments
29, 2015
with respect to both Law No. 26,522 and Law
No. 27,078, which have a significant impact on
the business projections of the Company and
its subsidiaries that are bound by the obligation
to conform to the Audiovisual Communication
Services Law.

Among the main amendments introduced by
Decree No. 267 to Law No. 26,522, the most
remarkable are the repeal of Section 161, which
set forth the obligation to conform to the limits
law with respect to
established under that
ownership conditions and number of licenses,
and a comprehensive amendment of the multiple
license regime, which entails in practice that the
Company and its subsidiaries that are licensees
and/or owners of audiovisual communication
services already comply with the new regulatory
framework.

Consequently, the new enforcement authority
issued Resolution No. 17/ENACOM/2016 on
February 2, 2016, whereby it recognized that
the Company and its subsidiaries comply with
the limits related to the multiplicity of licenses
established under Section 45 of Law No. 26,522,
which was amended by Decree No. 267/2015.
Therefore, the proposal submitted by the Company
and its subsidiaries shall be deemed concluded

and filed.
Resolution No. 1.121/AFSCA/2014 was revoked.

In the same administrative act,

Pursuant to Decree No. 267/15, the licenses
for the exploitation of physical link and radio-
electric link subscription television services held
by Cablevisión and its subsidiaries that had been
granted under Laws Nos. 22,285 and 26,522 are
now called “Registrations” for the exploitation of
physical link and radio-electric link subscription
television services of an exclusive license called
Licencia Única Argentina Digital. Therefore,
those services are now governed by the Digital
Argentina Act.

Insofar as the Company and its subsidiaries are
concerned, Decree No. 267/15 eliminates:

i) The incompatibility to render in the same location
broadcast television services and subscription
television services,

ii) The limit of 10 licenses for radio-electric link
subscription television services and 24 licenses
for physical link subscription television services,
which are considered to be TIC services as from
January 4, 2016, date on which the decree
became effective; and

Due to the fact that physical link and radio-electric
link subscription television services are now
subject to the Digital Argentina Act:

i) The registration of physical link subscription
television services is no longer limited to a specific
territorial area. The same is not the case with
radio-electric link subscription television services
because of the portion of the spectrum allocated
to render these services;

ii) Both registrations, for physical link subscription
television services and for radio-electric link
subscription television services, are no longer
subject to expiration terms. However, the portions
of the spectrum allocated to render radio-electric
link subscription television services do have

expiration terms. The last subsection of Section
7 of Decree No. 267/15, which amends Section
10 of Law No. 27,078, provides that “the term
for the use of radio electric spectrum frequencies
by the holders of subscription television licenses
allocated under Laws Nos. 22,285 and 26,522
shall be the one established in their original title
or TEN (10) years counted as from January 1,
2016, whichever is longer in the case of licensees
that had an effective license as of such date”.

Implementing regulations for Law No. 27,078, now
amended by Decree No. 267/15, are still pending.
Therefore, the economic and operational impact
that the creation of this “Public and Strategic
Infrastructure Access and Use Service for and
among Providers”, which
includes “providers
having to make available to other providers their
network elements, associated facilities or services
to render TIC services, even when such elements
are used to render audiovisual content services”
may have on the subsidiaries that fall within the
scope of these regulations cannot be ascertained.

However, the Company seeks to reinforce and
enhance its products and services through the
activities developed by Grupo Clarín and its
business units, preserving their quality and
fostering ongoing innovation. Grupo Clarín intends
to continue to focus on optimizing the productivity
and efficiency levels in all of its operating
areas, seeking to develop and to apply the best
practices related to each of these processes. At
a corporate level, activities will be focused on the
main processes that allow sustainable, healthy
and efficient growth from different perspectives:
financial structure, management control, business
strategy, human
innovation and
resources,
corporate social responsibility.

regulatory compliance, while

Grupo Clarín renews its sustained commitment
to
reinforcing
once again its commitment towards its readers,
audiences and the country. In its daily work,
Grupo Clarín seeks to assume with strength and
responsibility the role that the media are called to
play through independent journalism and through
the defense and promotion of universal and
fundamental rights, such as freedom of speech,
because these are pillars that extol the quality of
democracy and the welfare of Argentine society
as a whole.

BUSINESS PROJECTIONS AND PLANNING

06.

FINANCIAL
STATEMENTS AS OF
DECEMBER 31,2015

ADIRA Association of Provincial Newspapers of the
Republic of Argentina
AEDBA Association of Newspaper Publishers of the City
of Buenos Aires
AFA Asociación del Fútbol Argentino (Argentine Football
Association)
AFIP Administración Federal de Ingresos Públicos
(Argentine Federal Revenue Service)
AFSCA Autoridad Federal de Servicios de Comunicación
Audiovisual (Audiovisual Communication Services Law
Federal Enforcement Authority)
AGEA Arte Gráfico Editorial Argentino S.A.
AGR Artes Gráficas Rioplatense S.A.
ANA Administración Nacional de Aduanas (National
Customs Administration)
APE Acuerdo preventivo extrajudicial (pre-packaged
insolvency plan)
ARPA Association of Argentine Private Broadcasters
ARTEAR Arte Radiotelevisivo Argentino S.A.
Auto Sports Auto Sports S.A. (now Carburando S.A.)
Bariloche TV Bariloche TV S.A.
BCBA Bolsa de Comercio de Buenos Aires (Buenos Aires
Stock Exchange)
Cablevisión Cablevisión S.A.
Canal Rural Canal Rural Satelital S.A.
CER Coeficiente de Estabilización de Referencia
(Reference Stabilization Coefficient, a consumer price
inflation coefficient)
CIMECO Compañía Inversora en Medios de
Comunicación (CIMECO) S.A.
CLC Compañía Latinoamericana de Cable S.A.
CMD Compañía de Medios Digitales (CMD) S.A.
(former PRIMA Internacional)
CMI Comercializadora de Medios del Interior S.A.
CNDC Comisión Nacional de Defensa de la
Competencia (National Antitrust Commission)
CNV Comisión Nacional de Valores (Argentine
Securities Commission)
CPCECABA Consejo Profesional de Ciencias
Económicas de la Ciudad Autónoma de Buenos Aires
(Professional Council in Economic Sciences of the City
of Buenos Aires)
COMFER Comité Federal de Radiodifusión (Federal
Broadcasting Committee)
CSJN Supreme Court of Argentina
CUSPIDE Cúspide Libros S.A.
CVB CV B Holding S.A.
Dinero Mail Dinero Mail LLC
Adjusted EBITDA Revenues less cost of sales and selling
and administrative expenses (excluding depreciation and
amortization). Additionally, the segment “Cable
Television and Internet Access” includes adjustments
related to the recognition of revenues from installation
services and transactions including separate items and the
non-consolidation of special purpose entities.
Editorial Atlántida Editorial Atlántida S.A.
FACPCE Federación Argentina de Consejos Profesionales
de Ciencias Económicas (Argentine Federation of
Professional Councils in Economic Sciences)
FADRA Fundación de Automovilismo Deportivo de la
República Argentina (Argentine Motor Racing
Foundation)
Fintech Fintech Advisory, Inc. together with its affiliates
GCGC GC Gestión Compartida S.A.

GCSA Investments GCSA Investments, LLC
GC Minor GC Minor S.A.
GC Services Grupo Clarín Services, LLC
GDS Global Depositary Shares
Grupo Carburando Carburando S.A.P.I.C.A.F.I., Mundo
Show S.A. and Mundo Show TV S.A.
Grupo Clarín, or the Company Grupo Clarín S.A.
Grupo Radio Noticias Grupo Radio Noticias S.R.L.
Holding Teledigital Holding Teledigital Cable S.A.
IASB International Accounting Standards Board
Ideas del Sur Ideas del Sur S.A.
IESA Inversora de Eventos S.A.
IFRIC International Financial Reporting Interpretations
Committee
IFRS International Financial Reporting Standards
IGJ Inspección General de Justicia (Argentine
Superintendency of Legal Entities)
Impripost Impripost Tecnologías S.A.
VAT Value Added Tax
La Razón Editorial La Razón S.A.
La Capital Cable La Capital Cable S.A.
Antitrust Law Law No. 25,156, as amended
Broadcasting Law Law No. 22,285 and its regulations
Audiovisual Communication Services Law Law No.
26,522 and its regulations
LSE London Stock Exchange
Multicanal Multicanal S.A.
IAS International Accounting Standards
NCP ARG Argentine Professional Accounting Standards,
except for Technical Resolutions No. 26 and 29 which
adopt IFRS.
OSA Oportunidades S.A.
Papel Prensa Papel Prensa S.A.I.C.F. y de M.
Patagonik Patagonik Film Group S.A.
Pol-Ka Pol-Ka Producciones S.A.
PRIMA Primera Red Interactiva de Medios Argentinos
(PRIMA) S.A.
PRIMA Internacional Primera Red Interactiva de Medios
Americanos (PRIMA) Internacional S.A. (now CMD)
NEXTEL Nextel Communications Argentina S.R.L.
Radio Mitre Radio Mitre S.A.
SCI Secretaría de Comercio Interior (Secretariat of
Domestic Trade)
SECOM Secretaría de Comunicaciones (Argentine
Secretariat of Communications)
SHOSA Southtel Holdings S.A.
SMC Secretaría de Medios de Comunicación (Media
Secretariat)
Supercanal Supercanal Holding S.A.
TATC Tres Arroyos Televisora Color S.A.
TCM TC Marketing S.A.
Telba Teledifusora Bahiense S.A.
Telecor Telecor S.A.C.I.
Teledigital Teledigital Cable S.A.
TFN Tribunal Fiscal de la Nación (National Tax Court)
Tinta Fresca Tinta Fresca Ediciones S.A.
TPO Televisora Privada del Oeste S.A.
TRISA Tele Red Imagen S.A.
TSC Televisión Satelital Codificada S.A.
TSMA Teledifusora San Miguel Arcángel S.A.
UNIR Unir S.A.
Vistone Vistone S.A.
VLG VLG Argentina, LLC

Glossary of
Selected Terms

Consolidated Financial
Statements as of
December 31, 2015
Presented on a
comparative basis

Grupo Clarín S.A.

Consolidated Financial Statements
as of December 31, 2015
Presented on a comparative basis

In Argentine Pesos (Ps.) - Notes 2.1 and 2.12
to the consolidated financial statements and
Notes 2.1 and 2.8 to the parent company only
financial statements.

Registered office:
Piedras 1743,
Buenos Aires, Argentina

Main corporate business:
Investing and financing

Date of incorporation:
July 16, 1999

Date of registration with the
Public Registry of Commerce:
- Of the by-laws: August 30, 1999
- Of the latest amendment: October 10, 2007

Registration number with the IGJ:
1,669,733

Expiration of articles of incorporation:
August 29, 2098

Information on Parent company:
Name: GC Dominio S.A.
Registered office: Piedras 1743,
Buenos Aires, Argentina

Information on the subsidiaries in Note 2.4
to the consolidated financial statements and
Note 4.3 to the parent company only financial
statements.

Capital structure

Type

Class “A” Common shares, Ps.1 par value
Class “B” Common shares, Ps.1 par value

Class “C” Common shares, Ps.1 par value

Total as of December 31, 2015

Total as of December 31, 2014

Number of votes

Subscribed, registered

per share

and paid-in capital

5
1

75,980,304
186,281,411

25,156,869

287.418.584

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

Consolidated
Statement of
Comprehensive
Income

For the years ended
December 31, 2015 and 2014
In Argentine Pesos (Ps.)

Notes

December 31, 2015

December 31, 2014

Revenues
Cost of Sales (1)
Subtotal - Gross Profit

Selling Expenses (1)
Administrative Expenses (1)
Other Income and Expense, net

Financial Costs

Other Financial Results, net

Financial Results

6.1

6.2

6.3

6.6

6.4

6.5

Equity in Earnings from Affiliates and Subsidiaries

5.4

Income before Income Tax and Tax on Assets

Income Tax and Tax on Assets

Net Income for the Year

Other Comprehensive Income

Items which may be reclassified to net income

Variation in Translation Differences of Foreign Operations

from Continuing Operations

Other Comprehensive Income for the Year

27,791,529,688

(13,917,510,596)

13,874,019,092

(3,640,512,643)

(3,668,183,355)

99,907,085

(2,934,798,478)

(129,638,226)

(3,064,436,704)

544,629,950

4,145,423,425

(1,229,512,944)

2,915,910,481

19,709,606,003

(11,011,684,118)

8,697,921,885

(2,512,467,811)

(2,590,759,136)

(638,268)

(1,720,839,210)

(9,585,875)

(1,730,425,085)

71,895,433

1,935,527,018

(590,065,354)

1,345,461,664

165,911,907

359,868,325

Total Comprehensive Income for the Year

3,081,822,388

1,705,329,989

Profit Attributable to:

Shareholders of the Parent Company

Non-Controlling Interests

Total Comprehensive Income Attributable to:

Shareholders of the Parent Company

Non-Controlling Interests

Basic and Diluted Earnings per Share from

Continuing Operations

Basic and Diluted Earnings per Share - Total

(1) Includes amortization of intangible assets and film library,
and depreciation of property, plant and equipment in the
amount of Ps. 1,795,472,451 and Ps. 1,444,862,809 for the
years ended December 31, 2015 and 2014, respectively.

The notes are an integral part of these consolidated financial statements.

1,884,929,369

1,030,981,112

2,003,372,380

1,078,450,008

6.56

804,101,687

541,359,977

998,531,029

706,798,960

2.80

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

Consolidated
Balance Sheet

As of December 31, 2015
and 2014
In Argentine Pesos (Ps.)

Notes

December 31, 2015

December 31, 2014

Assets
Non-Current Assets
Property, Plant and Equipment
Intangible Assets
Goodwill
Deferred Tax Assets
Investments in unconsolidated affiliates
Other Investments
Inventories
Other Assets
Other Receivables
Trade Receivables
Total Non-Current Assets

Current Assets
Inventories
Other Assets
Other Receivables
Trade Receivables
Other Investments
Cash and Banks
Total Current Assets

Assets held for sale
Total Assets

Equity (as per the corresponding statement)
Attributable to Shareholders of the Parent Company
Shareholders’ Contributions
Other items
Retained Earnings
Total Attributable to Shareholders of the Parent Company

Attributable to Non-Controlling Interests
Total Shareholders’ Equity

Liabilities
Non-Current Liabilities
Provisions and Other
Debt
Deferred Tax Liabilities
Taxes Payable
Other Liabilities
Trade Payables and Other
Total Non-Current Liabilities

Current Liabilities
Debt
Seller Financings
Taxes Payable
Other Liabilities
Trade Payables and Other
Total Current Liabilities
Total Liabilities

5.1
5.2
5.3
7
5.4
5.5
5.6
5.7
5.8
5.9

5.6
5.7
5.8
5.9
5.5
5.10

5.11
5.12
7
5.14
5.15
5.16

5.12
5.13
5.14
5.15
5.16

9,026,866,357
258,146,566
2,907,928,844
374,890,670
1,721,354,821
458,789,781
23,626,229
2,627,301
1,389,317,682
82,905,052
16,246,453,303

490,692,852
11,456,124
949,442,104
3,790,626,735
1,186,552,013
2,025,780,934
8,454,550,762

6,370,192,626
330,614,131
2,932,411,625
298,134,997
345,510,998
275,625,916
20,952,973
1,249,770
134,959,494
91,505,064
10,801,157,594

272,051,027
7,063,276
624,552,014
2,885,040,086
1,416,105,212
1,161,628,319
6,366,439,934

-
24,701,004,065

163,897,072
17,331,494,600

2,010,638,503
592,243,638
4,630,068,532
7,232,950,673

3,175,288,997
10,408,239,670

432,475,314
4,033,351,896
-
90,524,218
142,185,237
19,557,018
4,718,093,683

2,901,737,366
1,874,191
1,152,994,701
465,161,856
5,052,902,598
9,574,670,712
14,292,764,395

2,010,638,503
477,244,708
2,995,139,163
5,483,022,374

2,282,464,286
7,765,486,660

336,650,704
2,870,498,547
55,140,623
98,018,442
151,758,062
8,059,507
3,520,125,885

1,718,898,323
3,791,426
858,170,919
309,348,644
3,155,672,743
6,045,882,055
9,566,007,940

Total Equity and Liabilities

24,701,004,065

17,331,494,600

The notes are an integral part of these consolidated financial statements.

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

(

Consolidated
Statement
of Changes in Equity

For the years ended
December 31, 2015 and 2014
In Argentine Pesos (Ps.)

Shareholders’ Contributions

Inflation

Adjustment on

Additional

Capital Stock

Paid-in Capital

Subtotal

Balances as of January 1st, 2014

287,418,584

309,885,253

1,413,334,666

2,010,638,503

Set-up of reserves

Dividend Distribution

Dividends and Other Movements

of Non-Controlling Interest

Changes in Reserves for Acquisition

of Investments

Net Income for the Year

Other Comprehensive Income:

Variation in Translation Differences

of Foreign Operations

Balances as of December 31, 2014

287,418,584

309,885,253

1,413,334,666

2,010,638,503

Set-up of Reserves (Note 14)

Dividend Distribution

Dividends and Other Movements

of Non-Controlling Interest

Changes in Reserves for Acquisition

of Investments

Net Income for the Year

Other Comprehensive Income:

Variation in Translation Differences

of Foreign Operations

Balances as of December 31, 2015

287,418,584

309,885,253

1,413,334,666

2,010,638,503

(1) Broken down as follows: (i) Optional reserve for future dividends
of Ps. 300,000,000; (ii) Judicial reserve for future dividend distribution
of Ps. 387,028,756, (iii) Optional reserve for illiquidity of results of
Ps. 694,371,899 and (iv) Optional reserve to provide financial aid to
subsidiaries and in connection with the Audiovisual Communication
Services Law of Ps. 1,244,277,741.

The notes are an integral part of these consolidated financial statements.

Equity attributable to Shareholders of the Parent Company

Translation

of Foreign

Operations

Other items

Other

Reserves

Legal

Reserve

(1) Optional
reserves

Retained Earnings

Equity

Total Equity

Attributable to

Accumulated

of Controlling

Non-Controlling

Results

Interests

Total Equity

283,025,052

5,207,274

112,710,297

1,838,495,623

479,831,556

4,729,908,305

1,748,885,854

6,478,794,159

194,429,342

477,454,394

118,443,011

(5,416,960)

6,750,470

233,081,086

(239,831,556)

(240,000,000)

804,101,687

(173,220,528)

(5,416,960)

804,101,687

(5,416,960)

541,359,977

1,345,461,664

194,429,342

165,438,983

359,868,325

(209,686)

119,460,767

2,071,576,709

804,101,687

5,483,022,374

2,282,464,286

7,765,486,660

(3,444,081)

554,101,687

(554,101,687)

(250,000,000)

(185,625,298)

(185,625,298

(3,444,081)

1,884,929,369

1,030,981,112

2,915,910,481

118,443,011

47,468,897

165,911,908

595,897,405

(3,653,767)

119,460,767

2,625,678,396

1,884,929,369

7,232,950,673

3,175,288,997

10,408,239,670

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

Consolidated
Statement
of Cash Flows

For the years ended
December 31, 2015 and 2014
In Argentine Pesos (Ps.)

Cash provided by Operating Activities

Net Income for the Year

Income Tax and Tax on Assets

Accrued Interest, net

Adjustments to reconcile net income for the year

to cash provided by operating activities:

- Depreciation of Property, Plant and Equipment

- Amortization of Intangible Assets and Film Library

- Net of allowances

- Financial Income, except interest

- Equity in Earnings from Affiliates and Subsidiaries

- Other Income and Expense

Changes in Assets and Liabilities:

- Trade Receivables

- Other Receivables

- Inventories

- Other Assets

- Trade Payables and Other

- Taxes Payable

- Other Liabilities

- Provisions

Income Tax and Tax on Assets Payments

December 31, 2015

December 31, 2014

2,915,910,481

1,345,461,664

1,229,512,944

508,531,486

590,065,354

467,663,617

1,616,995,841

178,476,610

395,243,945

1,281,807,954

(544,629,950)

(11,834,986)

1,273,670,333

171,192,476

308,809,307

916,000,785

(71,895,433)

(2,429,866)

(1,081,152,917)

(981,796,079)

(549,221,729)

(200,112,307)

(3,623,522)

1,733,409,930

(103,331,874)

105,340,775

(68,382,752)

(968,324,342)

128,424,822

(4,926,577)

(8,147,338)

693,891,890

(50,789,403)

42,841,380

(61,751,565)

(300,721,859)

Net Cash Flows Provided by Operating Activities

6,434,615,587

4,455,563,508

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Cash provided by Investment Activities

- Acquisition of Property, Plant and Equipment, net

(4,306,500,821)

(2,518,051,100)

December 31, 2015

December 31, 2014

- Acquisition of Intangible Assets

- Acquisition of Subsidiaries, Net of Cash Acquired

- Acquisition of Call Option

- Proceeds from Sale of Property, Plant and Equipment

- Dividends collected

- Transactions with Securities, Bonds and

Other Financial Instruments, Net

- Collections of Interest

- Collections of Certificates of Deposit

Net Cash Flows used in Investment Activities

Cash provided by Financing Activities

- Loans

- Repayment of Loans and Issue Expenses

- Payment of Interest

- Collections (Settlement) on Derivatives

- Payment of Dividends

- Setup of Reserve Account / Escrow Funds

- Payments to Non-Controlling Interests, net

Net Cash Flows used in Financing Activities

Financing Results generated

by Cash and Cash Equivalents

Net Increase in Cash Flow

Cash and Cash Equivalents at the Beginning

of the Year (Note 2.25)

Effect of Consolidation of Companies

Cash and Cash Equivalents at the Closing

of the Year (Note 2.25)

(1) Includes a reclassification of Ps. 27.6 million as mentioned in Note 13.

The notes are an integral part of these consolidated financial statements.

(84,902,589)

(817,329,686)

(849,919,134)

15,633,257

76,512,732

264,431,126

2,951,410

262,747,410

(5,436,376,295)

1,526,831,691

(1,348,076,730)

(679,689,632)

55,304,520

(250,000,000)

(189,836,977)

(885,467,128)

847,812,488

960,584,652

1,717,383,640

27,594,786

(52,783,723)

(7,496,998)

8,084,997

68,036,191

(957,385,607)

2,330,092

556,677,572

(2,900,588,576)

994,580,890

(1,684,625,657)

(515,163,442)

4,242,112

(240,000,000)

(11,428,239)

(172,501,105)

(1,624,895,441)

164,435,765

94,515,256

1,650,463,169

2,705,563,078

(1) 1,744,978,425

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

Notes to the
Consolidated
Financial Statements

For the year ended
December 31, 2015
Presented on a comparative basis.
In Argentine Pesos (Ps.)

Note 1

General Information
Grupo Clarín is a holding company that
operates in the Media industry. Its operating
income and cash flows derive from the
operations of its subsidiaries in which it
participates directly or indirectly.

Its operations include cable television and
Internet access services, newspaper and other
printing, publishing and advertising activities,
broadcast television, radio operations and
television content production, on-line and new
media services, and other media related
activities. A substantial portion of its revenues is
generated in Argentina. Through its subsidiaries,
it is engaged primarily in the following business
segments:

− Cable Television and Internet Access,
consisting of the largest cable network in Latin
America in terms of subscribers, operated by its
subsidiary Cablevisión (surviving company after
its merger with Multicanal and Teledigital), with
operations in Argentina and neighboring
countries. This company also provides high-
speed Internet access under the brands Fibertel
and Flash.

− Printing and Publishing, consisting of national
and regional newspapers, a sports daily,
magazine publishing, editing and distribution,
and commercial printing. Diario Clarín, the
flagship national newspaper, is the newspaper
with the second largest circulation in the
Spanish-speaking world. The sports daily Olé is
the only newspaper of its kind in the Argentine
market. The newspaper La Razón is the first
ever free newspaper in Argentina. The children’s
magazine Genios is the children’s magazine with
the highest circulation in Argentina. AGR is its
printing company.

− Broadcasting and Programming, consisting of
Canal 13, one of the two broadcast television
stations with the highest audience share in
Argentina, AM (Amplitude Modulation) /FM
(Frequency Modulation) radio broadcast

stations (Radio Mitre and La 100), and the
production of television, film and radio
programming content, including cable television
signals and organization and broadcasting of
sporting events.

− Digital Content and Other, consisting mainly
of digital and Internet content, on-line classified
ads and horizontal portals as well as its
subsidiary GCGC, its shared service center.

Note 2

Basis for the preparation and presentation of
the consolidated financial statements

2.1 Basis for the preparation
Pursuant to General Resolution No. 562 issued
on December 29, 2009, entitled “Adoption of
International Financial Reporting Standards”
and General Resolution No. 576/10, the CNV
provided for the application of Technical
Resolutions No. 26 and 29 issued by the
Argentine Federation of Professional Councils of
Economic Sciences (FACPCE, for its Spanish
acronym). Since the Company is subject to the
public offering regime governed by Law No.
26,831, it is required to apply such standards as
from the year beginning January 1st, 2012. The
FACPCE issues Adoption Communications for
the enforcement of IASB resolutions in
Argentina.

These consolidated financial statements of
Grupo Clarín for the year ended December 31,
2015, presented on a comparative basis, have
been prepared in accordance with IFRS. Certain
additional matters were included as required by
the Argentine Business Associations Law and/or
CNV regulations, including the supplementary
information provided under the last paragraph
of Section 1, Chapter III, Title IV of General
Resolution No. 622/13. That information is
included in the Notes to these consolidated
financial statements, as provided under IFRS
and CNV rules.

These consolidated financial statements have
been prepared based on historical cost except for
the valuation of financial instruments (see Note
2.21). In general, the historical cost is based on
the fair value of the consideration granted in
exchange for the assets.

Certain figures reported in the financial
statements presented on a comparative basis
were reclassified in order to maintain the
consistency in the disclosure of the figures
corresponding to this year.

The attached consolidated information,
approved by the Board of Directors in the
meeting held on March 09, 2016, is presented
in Argentine Pesos (Ps.), the Argentine legal
tender, and arises from accounting records kept
by Grupo Clarín S.A. and its subsidiaries.

2.2 Standards and Interpretations issued but not

adopted to date
The Company has not adopted IFRS or
revisions of IFRS issued as per the detail below,
since their application is not required for the
year ended December 31, 2015:

- IFRS 9 Financial Instruments: Issued in
November 2009 and amended in October 2010
and July 2014, IFRS 9 introduces new
requirements for the classification and
measurement of financial assets and liabilities
and for their derecognition. This standard is
applicable to years beginning on or after January
1st, 2018.

- IFRS 15 “Revenue from contracts with
customers”: issued in May 2014 and applicable
to fiscal years beginning on or after January 1,
2018. This standard specifies how and when
revenue will be recognized, as well as the
additional information to be disclosed by the
Company in the financial statements. It
provides a single, principles based five-step
model to be applied to all contracts with
customers.

As of the date of these financial statements, the
Company cannot estimate its quantitative
impact because it is analyzing the corresponding
accounting effects.

2.3. Standards and Interpretations issued and

adopted to date
- IFRIC 21 Levies: The interpretation
establishes how to account for liabilities to pay
levies when those liabilities are within the scope
of IAS 37 “Provisions, Contingent Liabilities
and Contingent Assets” and when they do not
arise from income taxes (IAS 12) or from fines
or other penalties imposed for breach of tax
legislation. The interpretation clarifies what is
the obligating event that triggers the obligation
to pay the levy and when an entity should
recognize that obligation. This standard is
applicable to years beginning on or after January
1, 2014. This standard did not have an impact
on the Company’s financial statements.

2.4 Basis for Consolidation
These consolidated financial statements
incorporate the financial statements of the
Company and of the subsidiaries and joint
ventures (“Interests in Joint Operations”, Note
2.7) controlled by the Company. Control is
presumed to exist when the Company has a
right to variable returns from its interest in a
subsidiary and has the ability to affect those
returns through its power over the subsidiary.
This power is presumed to exist when evidenced
by the votes, be it that the Company has the
majority of voting rights or potential rights
currently exercised. The subsidiaries are
consolidated from the date on which the
Company assumes control over them and are
excluded from consolidation on the date control
ceases. Additionally, these consolidated financial
statements incorporate the companies
mentioned in 2.4.1.

For consolidation purposes, the intercompany
transactions and the balances between the
Company and the consolidated companies have
been eliminated. Unrealized income has also
been eliminated.

Below is a detail of the most relevant
consolidated subsidiaries, together with the
interest percentages held directly or indirectly in
each subsidiary’s capital stock and votes, as of
each date indicated below:

Companies

Cablevisión (1)
PRIMA

AGEA

AGR

CIMECO
ARTEAR (2)
Pol-Ka
IESA (3)
Radio Mitre

GCGC

CMD

GC Services

GCSA Investments

(1) Includes Multicanal and Teledigital, which were
merged into Cablevisión effective as of October 1, 2008.
(2) Interest in votes amounts to 99.7%.
(3) See Note 13.

The subsidiaries’ financial statements used for
consolidation purposes bear the same closing
date as these consolidated financial statements,
comprise the same periods and have been
prepared under exactly the same accounting
policies as those used by the Company, which
are described in the notes to the consolidated
financial statements or, as the case may be,
adjusted as applicable.

2.4.1 Consolidation of Structured Entities
The Company, through one of its subsidiaries,
has executed certain agreements with other
companies, for the purposes of rendering on
behalf of and by order of such companies
certain selling and installation services,
collections, administration of subscribers,
marketing and technical assistance, financial and
general business advising, with respect to cable
television and Internet access services in
Uruguay. In accordance with IFRS 10
“Consolidated Financial Statements”, these
consolidated financial statements include the
assets, liabilities and results of these companies.
Since the Company does not hold an interest in
these companies, the offsetting entry of the net
effect of the consolidation of the assets,
liabilities and results of these companies is
disclosed under the items “Equity attributable
to non-controlling interests” and “Net Income
attributable to non-controlling interests”, as
required by IFRS.

Direct or Indirect Interest in the

Capital Stock and Votes (%)

December 31, 2015

December 31, 2014

60.0%

100.0%

99.2%

54.6%

100.0%

60.0%

100.0%

99.2%

54.6%

100.0%

2.4.2 Changes in the Company’s Interests in Existing

Subsidiaries
The changes in the Company’s interests in
subsidiaries that do not generate a loss of
control are recorded under equity. The book
value of the Company’s interests and non-
controlling interests is adjusted to reflect the
changes in the relative interest in the subsidiary.
Any difference between the amount for which
non-controlling interests were adjusted and the
fair value of the consideration paid or received is
directly recognized in equity and attributed to
the shareholders of the parent company.

In case of loss of control, any residual interest in
the issuing company is measured at its fair value
at the date on which control was lost, allocating
the change in the recorded value with an impact
on net income. The fair value is the initial
amount recognized for such investments for the
purposes of its subsequent valuation for the
interest retained as associate, joint operation or
financial instrument. Additionally any amount
previously recognized in Other Comprehensive
Income regarding such investments is
recognized as if Grupo Clarín had disposed of
the related assets and liabilities. Consequently,
the amounts previously recognized in Other
Comprehensive Income may be reclassified to
net income.

2.5 Business Combinations
The Company applies the acquisition method
to account for business combinations. The
consideration for each acquisition is measured at
fair value (on the date of exchange) of the assets
acquired, the liabilities incurred or assumed and
the equity instruments issued by the Company
in exchange for the control of the company
acquired. The costs related to the acquisition are
expensed as incurred.

The consideration for the acquisition, if any,
includes any asset or liability arising from a
contingent consideration arrangement,
measured at fair value at the acquisition date.
Subsequent changes to such fair value, verified
within the measurement period, are adjusted
against the acquisition cost.

The measurement period is the actual period
that begins on the acquisition date and ends as
soon as the Company receives all the
information it was seeking about facts and
circumstances that existed as of the acquisition
date. The measurement period cannot exceed
one year from the acquisition date. All other
changes in the fair value of the contingent
consideration classified as assets or liabilities,
outside the measurement period, are recognized
in net income.

Changes in the fair value of the contingent
consideration classified as equity are not
recognized.

In the case of business combinations achieved in
stages, the Company’s equity interest in the
company acquired is remeasured at fair value at
the acquisition date (i.e., the date on which the
Company acquired control) and the resulting
gain or loss, if any, is recognized as
income/expense or in other comprehensive
income, depending on the origin of the
variation. In the periods preceding the reporting
periods, the Company may have recognized in
other comprehensive income the changes in the
value of the interest in the capital stock of the
acquired company. In that case, the amount
recognized in other comprehensive income is
recognized on the same basis that would have
been required if the Company had directly
disposed of the previously-held equity interest.

The identifiable assets, liabilities and contingent
liabilities of the acquired company that meet the
conditions for recognition under IFRS 3 (2008)
are recognized at fair value at the acquisition
date, except for certain particular cases provided
by such standard.

Any excess of the acquisition cost (including the
interest previously held, if any, and the non-
controlling interest) over the net fair value of
the subsidiary’s or associate’s identifiable assets,
liabilities and contingent liabilities measured at
the acquisition date is recognized as goodwill.
Any excess of the net fair value of the
identifiable assets, liabilities and contingent
liabilities over the acquisition cost is
immediately recognized in net income.

The acquisition cost comprises the
consideration transferred, the amount of any
non-controlling interest and the acquisition-date
fair value of the acquirer's previously-held
equity interest in the acquiree, if any.

The Company initially recognizes any non-
controlling interest as per its share in the
amounts recognized for the net identifiable
assets of the acquiree.

2.6 Investment in Associates
An associate is an entity over which the
Company has significant influence, without
exerting control, generally accompanied by
equity holdings of between 20% and 50% of
voting rights.

The associates’ net income and the assets and
liabilities are disclosed in the consolidated
financial statements using the equity method,
except when the investment is classified as held
for sale, in which case it is accounted for under
IFRS 5 “Non-Current Assets Held for Sale and
Discontinued Operations”. Under the equity
method, the investment in an associate is to be
initially recorded at cost and the book value will
be increased or decreased to recognize the
investor’s share in the comprehensive income for
the year or in other comprehensive income
obtained by the associate, after the acquisition
date. The distributions received from the
associate will reduce the book value of the
investment.

Any excess of the acquisition cost over the
Company’s share in the net fair value of the
associate’s identifiable assets, liabilities and
contingent liabilities measured at the acquisition
date is recognized as goodwill. Goodwill is
included in the book value of the investment
and tested for impairment as part of the
investment. Any excess of the Company’s share
in the net fair value of the identifiable assets,
liabilities and contingent liabilities over the
acquisition cost, after its measurement at fair
value, is immediately recognized in net income.

Unrealized gains or losses on transactions
between the Company (and subsidiaries) and
the associates are eliminated considering the
Company’s interest in the associates.

Adjustments were made, where necessary, to the
associates’ financial statements so that their
accounting policies are consistent with those
used by the Company.

Investments in companies in which the
company does not have control or significant
influence have been valued at cost, as
established by IAS 39.

In the cases where non-controlling shareholders
hold put options whereby they may force the
Company to acquire shares of subsidiaries, and
the Company reasonably estimates that such put
options will be duly exercised, the Company
discloses the present value of the corresponding
future payments under Other Liabilities.

2.7 Interests in Joint Operations
A joint operation is a contractual arrangement
whereby the Company and other parties
undertake an economic activity that is subject to
joint control, i.e., when the financial strategy
and the operating decisions related to the
company’s activities require the unanimous
consent of the parties sharing control.

Joint venture arrangements that entail the
establishment of an independent entity in which
each company holds an interest are called jointly
controlled entities. The Company, in accordance
with IFRS 11 “Joint Arrangements”, has applied
the equity method to measure its holding in the
jointly controlled entity and discloses its
holdings in such entities under Investment in
unconsolidated affiliates.

In the cases of joint business arrangements
executed through Uniones Transitorias de
Empresas (“UTE”), considered joint operations
under IFRS 11, the Company recognizes in its
financial statements on a line-by-line basis the
assets, liabilities and net income subject to joint
control in proportion to its share in such
arrangements.

These consolidated financial statements include
the balances of the UTEs, among them, Ertach
S.A. - Prima S.A. Unión Transitoria de
Empresas, FEASA - S.A. La Nación Unión
Transitoria de Empresas and AGEA S.A. - S.A.
La Nación - UTE, in which the Company
and/or its subsidiaries hold an interest.

2.8 Goodwill
Goodwill arises from the acquisition of
subsidiaries and refers to the excess of the cost
of acquisition over the net fair value at the date
of acquisition of the identifiable assets acquired
and liabilities assumed. The Company initially
recognizes any non-controlling interest as per its
interest percentage in the amounts recognized
for the net identifiable assets of the acquired
company.

If, upon measurement at fair value, the
Company's share in the fair value of net
identifiable assets of the acquired company
exceeds the amount of the consideration
transferred, the amount of any non-controlling
interest in such company and the fair value of
the acquirer's previously held non-controlling
interest in the acquiree (if any), such excess is
immediately recognized in the statement of
comprehensive income as a gain arising from a
very advantageous acquisition.

to that unit, including goodwill, the impairment
loss is first allocated to reduce the goodwill
allocated to the unit and then to the other assets
of the unit, on a pro rata basis, based on the
valuation of each asset in the unit. The
impairment loss recognized against the valuation
of goodwill is not reversed under any
circumstance.

In case of a loss of control in the subsidiary, the
amount attributable to goodwill is included in
the calculation of the corresponding gain or
loss.

2.9 Revenue Recognition
Revenues are recognized when the amount of
revenues may be reliably estimated, when future
economic benefits are likely to be obtained by
the Company, and when specific criteria are met
for each of Grupo Clarín's activities, as
described below.

Revenues for each of the main business
segments identified by the Company are
recognized when the following conditions are
met:

- Cable Television and Internet Access
Sales of cable or Internet services subscriptions
are recognized as revenues for the period in
which the services are rendered. Revenues from
the installation of these services are accrued over
the average term during which clients maintain
their subscription to the service.

Advertising sales revenues are recognized in the
period in which advertising is published or
broadcast.

Revenues from transactions that include more
than one item have been recognized separately
to the extent they have commercial substance on
their own. The amount of revenues allocated to
each item is based on its fair value, which is
assessed or estimated at market value.

Revenues from the sale of assets are recognized
only when the risks and benefits arising from
the use of the disposed assets have been
transferred, the amount of revenues may be
fairly estimated, and the Company is likely to
obtain economic benefits (see Note 19).

Installment sales are recognized at the value of
future income discounted at a market rate
assessed at the beginning of the transaction.

- Printing and Publishing
Advertising sales are determined by the prices
achieved per single column centimeter and the
number of advertising centimeters sold in the
relevant period. Circulation sales include the
price received from the sale of newspapers,
magazines and other publications. Printing
services sales consist mainly of fees received
from the printing of magazines, books,
brochures and related products.

Advertising sales from newspapers and
magazines are recognized when advertising is
published. Revenues from the sale of newspaper
and magazines are recognized upon passing
control to the buyers.

The Company records the estimated impact of
returns, calculated based on historical trends, as
a deduction from revenues. Revenues from
printing services are recognized upon
completion of the services, delivery of the
related products and customer acceptance.

- Broadcasting and Programming
TV and radio advertising sales revenues are
recognized when advertising is broadcast.
Revenues from programming and distribution
of television content are recognized when the
programming services are provided.

2.10 Barter Transactions
The Company, through its subsidiaries, sells a
small portion of its advertising spaces in
exchange for goods or services received.
Revenues are recorded when the advertisement
is made, valued at the fair value of the goods or
services received, in the case of goods and other
services advertising barter transactions, or
delivered, in the case of advertising-for-
advertising barter transactions. Goods or
services are recorded at the time goods are
received or services are rendered. The goods or
services to be received in consideration for the
advertisements made are recorded as Trade
Receivables. The advertisements to be made in
exchange for the goods and services received are
recorded as Trade Payables and Other.

2.11 Leases
Leases are classified as financial leases when the
terms of the lease transfer to the lessee
substantially all the risks and benefits inherent
to the property. All other leases are classified as
operating leases.

The assets held under financial leases are
recognized at the lower of the fair value of the
Company’s leased assets at the beginning of the
lease term, or the present value of the minimum
lease payments. The liability held with the lessor
is included in the balance sheet as an obligation
under financial leases recorded under Debt.

Lease payments are apportioned between the
finance charge and the reduction of the
liabilities under the lease so as to achieve a
constant interest rate on the outstanding
balance. The finance charge is expensed over the
lease term.

The assets held under financial leases are
depreciated over the shorter of the useful life of
the assets or the lease term.

Rentals under operating leases are charged to
income on a straight line basis over the
corresponding lease term.

2.12 Foreign Currency and Functional Currency
The financial statements of each of the entities
consolidated by the Company are prepared in
the currency of the primary economic
environment in which the entity operates (its
functional currency). For the purposes of the
consolidated financial statements, the net
income and the financial position of each entity
are stated in Argentine Pesos (Argentina’s legal
tender for all companies domiciled in
Argentina), which is the Company’s functional
currency, and the reporting currency of the
consolidated financial statements. The
functional currency of the indirectly controlled
Uruguayan and Paraguayan companies, are the
Uruguayan Peso and the Guarani, respectively.

In preparing the financial statements of the
individual entities, the transactions in currencies
other than the entity’s functional currency
(foreign currency) are recorded at the exchange
rates prevailing on the dates on which
transactions are carried out. At the end of each
reporting year, the monetary items denominated

in foreign currency are retranslated at the
exchange rates prevailing on such date.

Exchange differences are charged to net income
as incurred.

In preparing the Company’s consolidated
financial statements, the assets and liabilities
balances of the entities which functional
currencies is not the Argentine Peso, stated in
their own functional currency (Uruguayan Peso
and Guarani) are translated to Argentine pesos
at the exchange rate prevailing at the end of the
year, while the net income is translated at the
exchange rate prevailing on the transaction date.
Translation differences are recognized in other
comprehensive income as “Variation in
Translation Differences of Foreign Operations”.

2.13 Financial Costs
Financial costs directly attributable to the
acquisition, construction or production of assets
that require a substantial period of time to
prepare for their intended use or sale
(“qualifying assets”), are capitalized as part of
the cost of these assets until they are ready for
their intended use or sale, according to IAS 23
(“Borrowing Costs”).

The income, if any, on the temporary
investment of the specific borrowings incurred
to finance qualifying assets is deducted from the
financial costs to be capitalized.

All other financial costs are charged to net
income as incurred.

2.14 Taxes
The income tax charge reflects the sum of
current income tax and deferred income tax.

2.14.1 Current and Deferred Income Tax for the year
Current and deferred taxes are recognized as
expense or income for the year, except when
they are related to entries debited or credited to
other comprehensive income or equity, in which
cases taxes are also recognized in other
comprehensive income or directly in equity,
respectively. In the case of a business
combination, the tax effect is taken into
consideration in the calculation of goodwill or
in the determination of the excess of acquirer's
interest in the net fair value of the acquiree’s
identifiable assets, liabilities and contingent

liabilities over the cost of the business
combination.

2.14.2 Current Income Tax
Current tax payable is based on the taxable
income recorded during the year. Taxable
income and net income reported in the
consolidated statement of comprehensive
income differ due to revenue or expense items
that are taxable or deductible in other fiscal
years and items that are never taxable or
deductible. The current tax liability is calculated
using the tax rate in effect as of the date of these
consolidated financial statements. Current tax
charge is calculated based on the tax rules
effective in the countries in which the
consolidated entities operate.

2.14.3 Deferred Income Tax
Deferred tax is recognized on temporary
differences between the book value of the assets
and liabilities included in these financial
statements and the corresponding tax basis used
to determine taxable income. Deferred tax
liabilities are generally recognized for all
temporary fiscal differences. Deferred tax assets
are recognized for all deductible temporary
differences to the extent that it is likely that
future taxable income will be available against
which those deductible temporary differences
can be charged. These assets and liabilities are
not recognized if the temporary differences arise
from goodwill or from the initial recognition
(other than in a business combination) of other
assets and liabilities in a transaction that affects
neither the taxable income nor the accounting
income.

The book value of a deferred tax asset is
reviewed at each reporting year and reduced to
the extent that it is no longer likely that
sufficient taxable income will be available in the
future to allow for the recovery of all or part of
the asset.

Deferred tax is recognized on temporary
differences arising from investments in foreign
subsidiaries.

enacted by the end of the period. The
measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow
from the manner in which the entity expects, at
the end of the reporting year, to recover or settle
the book value of its assets and liabilities.

Deferred tax assets are offset against deferred tax
liabilities if effective regulations allow to offset,
before the tax authorities, the amounts
recognized in those items; and if the deferred
tax assets and liabilities arise from income taxes
levied by the same tax authority and the
Company intends to settle its assets and
liabilities on a net basis.

Under the IFRS, deferred income tax assets and
liabilities are classified as non-current assets and
liabilities, respectively.

2.14.4 Tax on Assets
In Argentina, the tax on assets (impuesto a la
ganancia mínima presunta) is supplementary to
income tax. The Company assesses this tax at
the effective rate of 1% on the taxable assets at
year-end. The Company’s tax liability for each
year will be equal to the higher of the tax on
assets assessment or the income tax liability
assessed at the legally effective rate on the
estimated taxable income for the year. However,
if the tax on assets exceeds the income tax
liability in any given fiscal year, the excess may
be creditable against any excess of income tax
liability over the tax on assets in any of the
following ten fiscal years.

The tax on assets balance has been capitalized in
these consolidated financial statements for the
amount estimated to be recoverable within the
statute of limitations, based on the subsidiaries’
current business plans.

2.15 Property, Plant and Equipment
Property, plant and equipment held for use in
the production or supply of goods and services,
or for administrative purposes, are recorded at
cost less accumulated depreciation and any
accumulated impairment loss.
Depreciation of property, plant and equipment
in use is recognized on a straight-line basis over
its estimated useful life.
The estimated useful life, residual value and
depreciation method are reviewed at each year-
end, with the effect of any changes in estimates

accounted for on a prospective basis. Land is
not depreciated.

Works in process are recorded at cost less any
recognized impairment loss. The cost includes
professional fees and, in the case of qualifying
assets, capitalized financial costs in accordance
with the Company’s accounting policy (Note
2.13). Depreciation of these assets, as well as in
the case of other property, plant and equipment,
begins when the assets are ready for their use.

Assets held under financial leases are depreciated
over the shorter of their estimated useful life,
which is equal to the rest of the other similar
assets, or over the lease term.

Repair and maintenance expenses are expensed
as incurred.

The gain or loss arising from the retirement or
disposal of an item of property, plant and
equipment is calculated as the difference
between income from the sale of the asset and
the asset’s book value, and recognized under
“Other Income and Expense, net” in the
statement of comprehensive income.

The residual value of an asset is written down to
its recoverable value, if the asset’s residual value
exceeds its estimated recoverable value (see Note
2.17).

2.16 Intangible Assets
Intangible assets include trademarks and
patents, exclusivity agreements, licenses,
software and other rights, the purchase value of
the subscriber portfolio, projects in-progress
(mainly related to software development) and
other intangible assets. The accounting policies
regarding the recognition and measurement of
such intangible assets are described below.

2.16.1 Intangible Assets Acquired Separately
Intangible assets acquired separately are valued
at cost, net of the corresponding accumulated
amortization and impairment losses.
Amortization is calculated on a straight line
basis over the estimated useful life of the
intangible assets. The Company reviews the
useful lives applied, the residual value and the
amortization method at each year-end, and
accounts the effect of any changes in estimates
on a prospective basis.

Assets held under financial leases are depreciated
over the shorter of their estimated useful life,
which is equal to the rest of the other similar
assets, or over the lease term.

2.16.2 Intangible Assets Acquired in a Business

Combination
Intangible assets acquired in a business
combination are identified and recognized
separately regarding goodwill when they meet
the definition of intangible assets and their fair
value can be measured reliably. Such intangible
assets are recognized at fair value at acquisition
date.

After the initial recognition, intangible assets
acquired in a business combination are valued at
cost net of accumulated amortization and
impairment losses, with the same basis as
intangible assets acquired separately.

2.16.3 Internally Generated Intangible Assets
Internally generated intangible assets arising
from the development phase of an internal
project are recognized if certain conditions are
met, among them, technical feasibility to
complete the development of the intangible
asset and the intent to complete such
development.

The amount initially recognized for internally
generated intangible assets comprises all the
expenses incurred as from the moment all the
intangible assets meet the above-mentioned
recognition criteria. Where it is not possible to
recognize an internally generated intangible
asset, the development expenses are recognized
in the statement of comprehensive income in
the year in which they are incurred.

After the initial recognition, internally
developed intangible assets are valued at cost net
of accumulated amortization and impairment
losses, with the same basis as intangible assets
acquired separately.

Such assets are included under software and
projects in-progress.

2.17 Impairment of Non-Financial Assets, Except

Goodwill
At the end of each financial statement, the
Company reviews the book value of its non-
financial assets with definite useful life to

determine the existence of any evidence
indicating that these assets could be impaired. If
there is any indication of impairment, the
recoverable value of these assets is estimated for
the purposes of determining the amount of the
impairment loss (in case the recoverable value is
lower than the book value). Where it is not
possible to estimate the recoverable value of an
individual asset, the Company estimates the
recoverable value of the cash-generating unit
(“CGU”) to which such asset belongs. Where a
consistent and reasonable allocation base can be
identified, corporate assets are also allocated to
an individual cash-generating unit or, otherwise,
to the smallest group of cash-generating units
for which a consistent allocation base can be
identified.

The recoverable value of an asset is the higher of
the fair value less selling expenses or its value in
use. In measuring value in use, estimated future
cash flows are discounted at their present value
using a pre-tax discount rate, which reflects the
current market assessments of the time value of
money and, if any, the risks specific to the asset
for which estimated future cash flows have not
been adjusted.

Assets with an indefinite useful life (for
example, non-financial assets unavailable for
use) are not amortized, but are tested for
impairment on an annual basis.

Non-financial assets, except for goodwill, for
which an impairment loss was recorded, are
reviewed at each closing date for a possible
reversal of the impairment loss.

2.18 Inventories
Inventories are valued at the lower of acquisition
cost and/or production cost or the net realizable
value. The cost is determined under the
weighted average price method.

The production cost is determined under the
cost absorption method, which comprises raw
materials, labor and other costs directly related
to the production of goods. The net realizable
value represents the estimated selling price in
the ordinary course of business less the
estimated costs necessary to make such sale.

− Film Rights (series, soap operas and films) and
programs purchased:

The cost of series, soap operas and programs
purchased to be shown on broadcast television is
mainly expensed against the cost of sales on the
exhibition date or upon expiration of exhibition
rights. Rights related to these programs acquired
in perpetuity, if any, are amortized over their
estimated useful life (eight years, with a grace
period of three years and are subsequently
amortized on a straight-line basis over the next
five years).

Films are expensed against the cost of sales on a
decreasing basis, based on the number of
showings granted by the respective rights or
upon expiration of exhibition rights.

Film rights acquired in perpetuity are amortized
over their estimated useful life (seven years, with
a grace period of four years. They are
subsequently amortized on a decreasing basis
over the next three years).

− In-house production programs and co-
productions:
The cost of in-house production programs and
co-productions is mainly expensed against the
cost of sales after broadcasting of the chapter or
program. Rights related to in-house production
programs and co-productions acquired in
perpetuity, if any, are amortized over their
estimated useful life (eight years, with a grace
period of three years and are subsequently
amortized on a straight-line basis over the next
five years).

− Events:
The cost of events is fully expensed against the
cost of sales at the time of broadcasting.

The allowance for impairment is calculated based
on the recoverability analysis conducted at the
closing of each year. The values thus obtained do
not exceed their respective recoverable values
estimated at the closing of each year.

2.19 Other Assets
The assets included in this item have been
valued at acquisition cost.

The criterion followed to expense each of these
inventory items is as follows:

Investments denominated in foreign currency
subject to restrictions on disposition under

financial covenants have been valued at face
value plus interest accrued as of each year-end.

2.20 Provisions and Other
Provisions for Lawsuits and Contingencies and
the accrual for asset retirement are recognized
when the Company has a present obligation (be
it legal or constructive) as a result of a past
event, when it is likely that an outflow of
resources will be required to settle the obligation
and when the amount of the obligation can be
reliably estimated.

The amount recognized as a provision is the best
estimate of the expenditure required to settle the
present obligation at the end of the reporting
year, taking into consideration the corresponding
risks and uncertainties. Where a provision is
measured using the estimated cash flow to settle
the present obligation, its book value represents
the present value of such cash flow.

In estimating its obligations, the Company has
taken into consideration the opinion of its legal
advisors, if any.

2.21 Financial Instruments

2.21.1 Financial Assets
Purchases and sales of financial assets are
recognized at the transaction date when the
Company undertakes to purchase or sell the
asset, and is initially measured at fair value, plus
transaction costs, except for those financial
assets classified at fair value with changes in the
statement of income, which are initially
measured at fair value.

2.21.1.1 Classification of Financial Assets
Financial assets are classified within the
following specific categories: “financial assets at
fair value with changes in net income”, “held-
to-maturity investments” and “loans and
receivables”. The classification depends on the
nature and purpose of the financial assets and is
determined on initial recognition.

2.21.1.2 Recognition and Measurement of Financial

Assets

2.21.1.2.1 Financial Assets at Fair Value with

Changes in Net Income
Financial assets at fair value with changes in net
income are recorded at fair value, recognizing
any gain or loss arising from the measurement
in the consolidated statement of comprehensive

income. The net gain or loss recognized in net
income includes any gain or loss generated by
the financial asset and is included under the
item financial income and cost in the
consolidated statement of comprehensive
income.

The assets designated in this category are
classified as current assets if they are expected to
be traded within 12 months; otherwise, they are
classified as non-current assets.

The fair value of these assets is calculated based
on the current quoted market price of these
instruments.

2.21.1.2.2 Held-to-maturity Investments
Held-to-maturity investments are measured at
amortized cost using the effective interest rate
method less any impairment, if any.

The effective interest rate method calculates the
amortized cost of a financial asset or liability
and the allocation of financial income or cost
over the whole corresponding period. The
effective interest rate is the rate that exactly
discounts estimated future cash payments or
receipts over the expected life of the financial
instrument to the net book value of the
financial asset or liability on its initial
recognition.

Balances in foreign currency were translated at
the exchange rate prevailing at the closing of
year for the settlement of these transactions.
Foreign exchange differences were charged to
net income for each year.

2.21.1.2.3 Loans and Receivables
Loans and trade receivables with fixed or
determinable payments not traded in an active
market are classified as “trade receivables and
other”. Trade receivables and other are initially
measured at fair value, and subsequently
measured at amortized cost using the effective
interest rate method, less any impairment, if
any. Interest income is recognized using the
effective interest rate method, except for short-
term balances for which the recognition of
interest is not significant.

Loans and receivables are classified as current
assets, except for the maturities exceeding 12
months from the closing date.

100

Loans in foreign currency have been valued as
mentioned above, at the exchange rates prevailing
as of each year-end. Foreign exchange differences
were charged to net income for each year.

2.21.1.3 Impairment of Financial Assets
The Company tests financial assets or a group
of assets for impairment at each closing date to
assess if there is any objective evidence of
impairment. The value of a financial asset or a
group of assets is impaired, and an impairment
loss is recognized, where there is objective
evidence of the impairment as a result of one or
more events that occurred after the initial
recognition of the asset (a “loss event”) and that
loss event or events have an impact on the
estimated future cash flows of the financial asset
or a group of assets, which may be reliably
measured.

The objective evidence of impairment may
include, among others, significant financial
difficulties of the issuer or obligor; or breach of
contractual terms, such as default or
delinquency in interest or principal payments.

For certain categories of financial assets, such as
accounts receivable and other receivables, the
assets that are not impaired on an individual
basis are tested for impairment on a collective
basis. The objective evidence of impairment of a
receivables portfolio includes the Company’s
past collection experience, an increase in the
number of delinquent payments in the
receivables portfolio, as well as observable
changes in the local economic situation affecting
the recoverability of receivables.

Where there is objective evidence of an
impairment loss in the value of loans granted,
receivables or held-to-maturity investments
recorded at amortized cost, the loss amount is
measured as the difference between the book
value and the present value of estimated future
cash flows (without including future non-
incurred losses), discounted at the original
effective interest rate of the financial asset. The
asset’s book value is written down under a
contra asset account. The loss amount is
recognized in net income for the year.

If, in subsequent periods, the impairment loss
amount decreases and such decrease can be
objectively related to an event occurring after

the impairment has been recognized (such as an
improvement in the debtor’s credit rating), the
previously recognized impairment loss is
reversed. A loss reversal can only be recorded to
the extent the financial asset’s book value does
not exceed the amortized cost that would have
been determined if the impairment loss had not
been recorded at the reversal date. The reversal
amount is recognized in net income for the year.

2.21.1.4 Derecognition of Financial Assets
The Company derecognizes a financial asset
when the contractual rights to the cash flows of
such assets expire or when it transfers the
financial asset and, therefore, all the risks and
benefits inherent to the ownership of the
financial asset are transferred to another entity.
If the Company retains substantially all the risks
and benefits inherent to the ownership of the
transferred asset, it will continue to recognize it
and will recognize a liability for the amounts
received.

2.21.2 Financial Liabilities
Financial liabilities, except for derivatives, are
valued at amortized cost using the effective
interest rate method.

2.21.2.1 Debt
Debt is initially valued at fair value net of the
transaction costs incurred, and subsequently
valued at amortized cost using the effective
interest rate method. Any difference between
the initial value net of the transaction costs and
the settlement value is recognized in the income
statement over the term of the loan using the
effective interest rate method. Interest expense
has been allocated to “Financial Costs” in the
consolidated statement of comprehensive
income, except for the portion allocated to the
cost of works under construction recorded
under “Property, Plant and Equipment”.

Debt maturing within the 12 months preceding
the closing date is classified as current and those
maturing within the 12 months following the
closing date are classified as non-current.

Loans in foreign currency have been valued as
mentioned above, at the exchange rates
prevailing as of each year-end. Foreign exchange
differences were charged to net income for each
year.

101

2.21.2.2 Trade Payables and Other
Trade payables with fixed or determinable
payments not traded in an active market are
classified as “Trade Payables and Other”. Trade
Payables and Other are initially measured at fair
value, and subsequently measured at amortized
cost using the effective interest rate method.
Interest expense is recognized using the effective
interest rate method, except for short-term
balances for which the recognition of interest is
not significant.

Trade Payables and Other are classified as
current, except for the maturities exceeding 12
months from the closing date.

Trade payables in foreign currency have been
valued as mentioned above, at the exchange
rates prevailing as of each year end. Foreign
exchange differences were charged to net
income for each year.

2.21.2.3 Derecognition of Financial Liabilities
An entity shall derecognize a financial liability
(or part of it) when it has been extinguished,
i.e., when the obligation specified in the
corresponding agreement is discharged,
cancelled or expires.

2.21.3 Derivatives and Hedge Accounting
The Company executes certain financial
instruments to manage its exposure to interest
rate and exchange risks, including foreign
currency hedges, interest rate swaps and
currency swaps.

Derivatives are initially recognized at fair value
at the date of execution of the related contract
and subsequently measured at fair value at the
end of the reporting year. The resulting gain or
loss is immediately recognized in net income
unless the derivate is designated as a hedging
instrument, in which case the timing for its
recognition will depend on the nature of the
hedging relationship. The Company uses certain
derivatives to hedge the fair value of its
recognized liabilities (fair value hedge).

The Company documents at the beginning of
the transaction the existing relationship between
the hedging instruments and the hedged items,
as well as its objectives to manage risk and the
strategy to carry out hedge transactions. The

Company also documents its assessment, both
at the beginning and on an ongoing basis, of the
high effectiveness of its hedging transactions to
offset the changes in the fair value of the hedged
items.

The fair value of hedging derivatives is fully
classified as a non-current asset or liability if the
hedged item matures in more than 12 months,
and as a current asset or liability if the hedged
item matures within 12 months.

Fair Value Hedge

Changes in the fair value of derivatives
designated and classified as fair value hedges are
charged to net income, together with any
change in the fair value of a hedged liability
attributable to the hedged risk. The Company
only applies fair value hedge accounting to cover
the exchange rate fluctuations of the liabilities it
holds in foreign currency. The gain or loss
relating to the effective portion of foreign
currency forward contracts is charged to net
income under Financial Costs. The loss or gain
related to the ineffective portion, if any, is
charged to net income under Other Income and
Expense, net. Changes in the fair value of the
Company’s hedged liabilities denominated in
foreign currency, attributable to the risk detailed
above, are charged to net income under
Financial Costs.

2.21.4 Refinancing of Indebtedness

Liabilities arising from the restructuring of
financial debts have been initially valued at fair
value and will be subsequently measured at
amortized cost using the effective interest rate
method.

2.22 Other Receivables

2.22.1 Call Option
The call option included under the item Other
Receivables has been valued at its acquisition
cost.

2.23 Other Liabilities
Advances from customers involving obligations
to deliver assets that have not yet been produced
have been valued at the higher of the amounts
received or the share in the estimated value of
the related assets.

102

non-current assets or assets and liabilities of
disposal groups of elements which have been
classified as held for sale in previous years, in
order to reflect the same classification as that
disclosed in the balance sheet of the last
financial statements.

2.25 Consolidated Statement of Cash Flows
For the purposes of preparing the consolidated
statement of cash flows, the item “Cash and
Cash Equivalents” includes cash and bank
balances, certain high liquidity short-term
investments (with original maturities shorter
than 90 days). Bank overdrafts payable on
demand, if any, are deducted to the extent they
are part of the Company’s cash management.

Bank overdrafts are classified as “Debt” in the
consolidated balance sheet.

Cash and cash equivalents at each year-end, as
disclosed in the consolidated statement of cash
flows, may be reconciled against the items
related to the consolidated balance sheet as
follows:

December 31, 2015

December 31, 2014

2,025,780,934

679,782,144

2,705,563,078

1,161,628,319

555,755,321

1,717,383,640

The other liabilities have been valued at
nominal value.

2.24 Assets and Liabilities Held for Sale
Non-current assets and liabilities (or disposal
groups) are classified as assets and liabilities held
for sale where their value will be mostly
recovered through the sale thereof, to the extent
such sale is highly likely to occur. These assets
and liabilities are valued at the lower of book
value and fair value less cost of sales.

An entity shall cease to classify assets and
liabilities held for sale as such when the
conditions required under IFRS 5 are not met.

Cash and Banks

Short-Term Investments

Cash and Cash Equivalents

In the years ended December 31, 2015 and
2014, the following significant transactions were
carried out, which did not have an impact on
cash and cash equivalents:

Dividends collected through debt settlement

Interest settlement through reserve account

12,000,000

1,100,400

7,650,000

11,428,239

December 31, 2015

December 31, 2014

103

2.26 Distribution of Dividends
The distribution of dividends to the Company’s
shareholders is recognized as a liability in the
financial statements for the year in which the
distribution of dividends is approved at the
Shareholders’ Meeting.

Note 3

Accounting estimates and judgments
In applying the accounting policies described in
Note 2, the Company has to make judgments
and prepare accounting estimates of the value of
the assets and liabilities that may not be
otherwise obtained. The estimates and related
assumptions are based on historical experience
and other pertinent factors. Actual results may
differ from these estimates.

The underlying estimates and assumptions are
continually reviewed. The effects of the reviews
of accounting estimates are recognized for the
year in which estimates are reviewed.

These estimates basically refer to:

Allowance for Bad Debts
The Company calculates the allowance for bad
debts for debt instruments that are not valued at
fair value, taking into account the
uncollectibility history, the opinion of its legal
advisors, if any, and other circumstances known
at the time of calculation.

Impairment of Goodwill
The Company assesses goodwill for impairment
on an annual basis. In determining if there is
impairment of goodwill, the Company
calculates the value in use of the cash generating
units to which it has been allocated. The
calculation of the value in use requires the
determination by the entity of the future cash
flows that should arise from the cash generating
units and an appropriate discount rate to
calculate the present value.

Recognition and Measurement of Deferred
Income Tax Items
Deferred tax assets are only recognized for
temporary differences to the extent that it is
likely that each entity, on an individual basis,
will have enough future taxable income against
which the deferred tax assets can be used. Tax
loss carryforwards from prior years are only
recognized when it is likely that each entity will
have enough future taxable income against
which they can be used.

Pursuant to effective regulations, the use of the
subsidiaries’ tax credits is based on a projection
analysis of future income.

The Company examines the recoverable value of
deferred tax assets based on its business plans
and books a valuation allowance, if appropriate,
so that the net position of the deferred tax asset
will reflect the probable recoverable value.

Provisions for Lawsuits and Contingencies
The elements taken into consideration for the
calculation of the Provision for Lawsuits and
Contingencies are determined based on the
present value of the estimated costs arising from
the lawsuits brought against the Company,
taking into consideration the opinion of its legal
advisors.

Determination of the Useful Lives of Property,
Plant and Equipment and Intangible Assets
The Company reviews the estimated useful life
of property, plant and equipment and intangible
assets at each year-end.

Measurement of the fair value of certain
financial instruments
The fair value of a financial instrument is the
amount at which the instrument could be
purchased or sold between knowledgeable,
willing parties in an arm’s length transaction. If
there is a quoted market price available for an
instrument in an active market, the fair value is
calculated based on that price.

104

If there is no quoted market price available for a
financial instrument, its fair value is estimated
based on the price established in recent
transactions involving the same or similar
instruments and, otherwise, based on valuation
techniques regularly used in financial markets.
The Company uses its judgment to select a
variety of methods and makes assumptions
based on market conditions at closing.

Impairment losses of certain assets other than
accounts receivable (including property, plant
and equipment and intangible assets)
Certain assets, including property, plant and
equipment and intangible assets are subject to
impairment testing. The Company records
impairment losses when it estimates that there is
objective evidence of such losses or when the
cost of such losses will not be recovered through
future cash flows. The evaluation of what
constitutes impairment is a matter of significant
judgment. The impairment of non-financial
assets is dealt with in more depth in Note 2.17.

Note 4

Segment information
The Company is mainly engaged in media and
entertainment activities, which are carried out
through the companies in which it holds a
participating interest. Based on the nature,
clients, and risks involved, the following
business segments have been identified, which
are directly related to the way in which the
Company assesses its business performance:
− Cable Television & Internet Access: mainly
comprises the operations of its subsidiary
Cablevisión and its subsidiaries, notably
PRIMA.
− Printing & Publishing: mainly comprises the
operations of its subsidiary AGEA and its
subsidiaries AGR, Cúspide, Tinta Fresca,
CIMECO and their respective subsidiaries.
− Broadcasting and Programming: mainly
comprises the operations of its subsidiaries

ARTEAR, IESA and Radio Mitre, and their
respective subsidiaries, including Telecor, Telba,
Pol-Ka, Auto Sports, Grupo Carburando.
− Digital Content and Other: mainly comprises
the operations of its controlled companies
CMD and subsidiaries, OSA, FEASA and
AGEA S.A. - S.A. La Nación - UTE..
Additionally, this segment includes the
Company’s own operations (typical of a holding
company) and those carried out by its
controlled company GCGC.

The Company has adopted IFRS 8 - Segment
Information, which defines operating segments
as those identified based on internal reports
with respect to the components of the company
regularly reviewed by the Board of Directors,
the main operating decisions maker, to allocate
resources and assess their performance. The
Company uses adjusted EBITDA to measure its
performance. The Company believes that
adjusted EBITDA is a significant performance
measure of its businesses, since it is commonly
used in the industry to analyze and compare
media companies based on operating
performance, indebtedness and liquidity.
However, adjusted EBITDA does not measure
net income or cash flows generated by
operations and should not be considered as an
alternative to net income, an indication of the
Company’s financial performance, an alternative
to cash flows generated by operating activities or
a measure of liquidity. Since adjusted EBITDA
is not defined by IFRS, it is possible that other
companies may calculate it differently.
Therefore, the adjusted EBITDA reported by
other companies may not be comparable to the
Company’s reported adjusted EBITDA.

The following tables include the information as
of December 31, 2015 and 2014, prepared on
the basis of IFRS, for the business segments
identified by the Company. Note 1 to these
consolidated financial statements includes
additional information about the Company’s
businesses.

105

Cable

Television

and Internet

Printing

Broadcasting

and

Digital Content

Access

Publishing

Programming

and Other

(1) Deletions

(2) Adjustments

Consolidated

Information arising from

consolidated income statements

as of December 31, 2015
Net Sales to Third Parties (3)
Intersegment Sales

19,976,650,205

3,978,379,230

3,352,809,655

37,049,795

325,013,561

248,551,251

Net Sales

20,013,700,000

4,303,392,791

3,601,360,906

372,033,360

388,953,766

760,987,126

111,657,238

27,791,529,688

(999,568,373)

111,657,238

27,791,529,688

Cost of sales (excluding

depreciation and amortization)

(7,475,270,224)

(2,472,370,883)

(2,007,924,864)

(397,856,279)

410,959,648

(316,281,194)

(12,258,743,796)

Subtotal

12,538,429,776

1,831,021,908

1,593,436,042

363,130,847

(588,608,725)

(204,623,956)

15,532,785,892

Expenses - excluding

depreciation and amortization

- Selling Expenses

(2,444,400,263)

(1,031,676,498)

- Administrative Expenses

(2,594,729,513)

(686,794683)

Adjusted EBITDA

7,499,300,000

112,550727

(214,058,110)

(427,087,164)

952,290,768

(94,033,582)

(267,819,259)

1,278,006

229,072,147

359,536,578

(3,555,096,306)

(3,616,894,041)

(204,623,956)

8,360,795,545

Depreciation of Property,

Plant and Equipment

Amortization of Intangible
Assets and Film Library (4)
Financial Costs

Other Financial Results, net

Financial Results

Equity in Earnings from

Affiliates and Subsidiaries

Other Income and Expense, net

Income Tax and Tax on Assets

Net Income for the Year

Additional consolidated

information as of

December 31, 2015
Acquisition of Property,

Plant and Equipment

Acquisition of Intangible Assets

Ordinary Income from

Foreign Operations

Non-Current Assets Held Abroad

(1,616,995,841)

(178,476,610)

(2,934,798,478)

(129,638,226)

(3,064,436,704)

544,629,950

99,907,085

(1,229,512,944)

2,915,910,481

4,172,548,088

6,777,958

718,406,183

616,527,051

52,719,081

52,460,919

11,872,296

76,291,518

9,012,238

4,942,134

16,651,473

4,306,500,821

84,902,588

718,406,183

628,399,347

(1) Deletions are related to Grupo Clarín’s intercompany operations.
(2) Recognition of revenues from cable TV and Internet installation services
and transactions including separate items and the non-consolidation of special
purpose entities, corresponding to the cable TV and Internet access segment.
(3) Includes also sales to unconsolidated companies.
(4) Amortization of film rights acquired in perpetuity, mentioned in Note 2.18.

106

Cable

Television

and Internet

Printing

Broadcasting

and

Digital Content

Access

Publishing

Programming

and Other

(1) Deletions

(2) Adjustments

Consolidated

Information arising from

consolidated income statements

as of December 31, 2014
Net Sales to Third Parties (3)
Intersegment Sales

14,188,272,650

2,787,211,015

2,401,273,165

25,274,906

249,435,720

185,074,125

Net Sales

14,213,547,556

3,036,646,735

2,586,347,290

320,265,281

293,635,860

613,901,141

12,583,892

19,709,606,003

(753,420,611)

12,583,892

19,709,606,003

Cost of sales (excluding

depreciation and amortization)

(5,848,721,170)

(1,983,630,364)

(1,600,187,185)

(345,552,476)

339,910,816

(242,568,036)

(9,680,748,415)

Subtotal

8,364,826,386

1,053,016,371

986,160,105

268,348,665

(413,509,795)

(229,984,144)

10,028,857,588

Expenses - excluding

depreciation and amortization

- Selling Expenses

- Administrative Expenses

Adjusted EBITDA

Depreciation of Property,

Plant and Equipment

Amortization of Intangible
Assets and Film Library (4)
Financial Costs

Other Financial Results, net

Financial Results

Equity in Earnings from

Affiliates and Subsidiaries

Other Income and Expense, net

Income Tax and Tax on Assets

Net Income for the Year

Additional consolidated

information as of

December 31, 2014
Acquisition of Property,

Plant and Equipment

Acquisition of Intangible Assets

Ordinary Income from

Foreign Operations

Non-Current Assets Held Abroad

(1,739,679,879)

(1,701,444,524)

4,923,701,983

(625,360,231)

(564,352,602)

(136,696,462)

(149,764,980)

(340,906,812)

495,488,313

(83,414,563)

(197,886,045)

(12,951,943)

156,684,316

256,825,479

(2,441,535,337)

(2,547,764,504)

(229,984,144)

5,039,557,747

(1,273,670,333)

(171,192,476)

(1,720,839,210)

(9,585,875)

(1,730,425,085)

71,895,433

(638,268)

(590,065,354)

1,345,461,664

2,370,672,307

8,044,237

85,466,008

22,479,731

51,680,734

10,568,833

10,232,051

11,690,922

639,586,424

653,759,434

9,940,835

2,518,051,100

52,783,723

639,586,424

663,700,269

107

Note 5

Breakdown of the main items of the Balance Sheet

5.1 Property, Plant and Equipment

Balance at

the Beginning

Cumulative

Translation

Adjustment

Consolidation
of companies (1)
and acquisition

Historical value

Balances as of

December 31,

Additions

of businesses

Retirements

Transfers

2015

658,057,475

121,382,067

(952,276)

(2,689,468)

5,417,803

6,809,267

3,154,230

1,321,404

(16,828,964)

(2,081,515)

13,914,307

487,322

662,762,575

125,229,077

239,146,325

20,723,835

3,053,766

(210,410)

262,713,516

Main Account

Real Property

Furniture and Fixtures

Telecommunication, Audio

and Video Equipment

External Network and

Broadcasting Equipment

5,912,923,981

(71,613,502)

1,330,748,014

(878,842,497)

1,115,460,734

7,408,676,730

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Materials in Warehouse

Works-In-Progress

Leasehold Improvements

Allowance for Impairment of

Property, Plant and Equipment

711,449,238

105,035,192

610,359,802

112,637,714

58,122,179

486,083,624

219,926,256

16,048,610

964,956,185

667,424,627

54,125,246

(1,529,008)

187,907,472

751,682

(61,210,831)

(529,849)

2,045,691

2,897,902

1,841,558

7,888,884

7,442,351

(1,110,105)

146,844,638

277,887

(4,325,605)

(3,199,421)

2,286,060,198

458,745,305

6,514,738

15,692,408

21,032,437

740,909

650,167

2,066,966

305,989

1,112,883

(14,345,818)

(768,148)

(11,195,142)

(42,300,778)

(10,107,786)

97,000,277

1,607,382

4,694,378

31,570,255

14,051,153

934,368,830

124,380,673

624,638,701

145,492,439

66,011,063

497,032,153

325,426,977

6,218,711

(169,389,977)

(1,461,436,853)

1,615,863,948

180,730,318

1,304,006,818

1,920,727

63,673,594

and Obsolescence of Materials

(17,799,368)

178,871

(5,338,639)

257,512

Total as of December 31, 2015

10,919,879,153

(85,770,363)

4,466,826,904

49,882,841

(1,207,024,354)

(22,701,624)

14,143,794,181

108

Consolidation
of companies (1)
and acquisition

Balance at

Main Account

the Beginning

of (cid:0)businesses

Accumulated Depreciation

Balances as of

Net Book

Value as of

December 31,

Retirements

For the year

2015

Cumulative

Translation

Adjustment

Real Property

Furniture and Fixtures

Telecommunication, Audio

and Video Equipment

External Network and

262,815,838

97,757,693

405,995

624,324

(449,388)

(1,670,467)

(15,706,777)

(2,012,612)

13,555,072

4,952,396

260,620,740

99,651,334

402,141,835

25,577,743

202,513,397

2,447,363

(172,632)

13,344,160

218,132,288

44,581,228

Broadcasting Equipment

2,118,666,426

(48,316,661)

(878,470,923)

1,357,712,176

2,549,591,018

4,859,085,712

(1,458,724)

(61,164,097)

103,364,664

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Materials in Warehouse

Works-In-Progress

Leasehold Improvements

Allowance for Impairment

of Property, Plant and Equipment

519,991,413

71,449,559

524,365,676

87,563,295

45,476,255

395,122,707

169,416,833

15,607,462

390,796

38,806,689

473,312

9,782,642

17,014,217

654,000

421,684

922,361

(315,059)

(929,366)

(9,061,401)

(508,170)

(11,170,918)

(41,682,756)

(10,107,786)

8,560,923

9,874,106

25,787,265

6,435,833

28,046,162

37,275,662

224,936

561,206,568

89,793,124

542,192,598

113,181,331

51,912,088

412,419,635

165,002,734

5,724,612

373,162,262

34,587,549

82,446,103

32,311,108

14,098,975

84,612,518

160,424,243

494,099

1,615,863,948

390,796

1,303,616,022

180,636

259,147

7,862,486

47,108,958

16,564,636

and Obsolescence of Materials

(257,512)

257,512

(22,701,624)

Total as of December 31, 2015

4,549,686,527

32,926,534

(52,880,518)

(1,029,800,560)

1,616,995,841

5,116,927,824

9,026,866,357

(1) See Note 13.

109

Balance at

the Beginning

Cumulative

Translation

Adjustment

(1)Deconsolidation
of

Historical value

Balances as of

December 31,

Additions

Subsidiaries

Retirements

Transfers

2014

647,034,020

111,824,512

233,335

4,246,325

4,903,585

5,829,791

(2,821,934)

(564,507)

(4,217,786)

(108,668)

12,926,255

154,614

658,057,475

121,382,067

229,470,319

(32,810)

13,927,114

(3,020,956)

(1,558,111)

360,769

239,146,325

Main Account

Real Property

Furniture and Fixtures

Telecommunication, Audio

and Video Equipment

External Network and

Broadcasting Equipment

4,758,347,443

105,173,876

974,143,861

(745,972,205)

821,231,006

5,912,923,981

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Materials in Warehouse

Works-In-Progress

Leasehold Improvements

Allowance for Impairment of

Property, Plant and Equipment

548,734,772

110,547,970

583,703,084

86,394,729

51,638,877

460,682,963

200,560,150

17,219,818

756,832,376

490,123,231

43,550,811

2,593,355

687,676

(80,383)

1,723,776

4,904,016

4,901,574

94,451,812

39,285,047

27,172,137

977,402

6,483,302

17,040,270

20,199,230

308,782

1,390,743,543

216,596,637

10,539,170

(783,992)

(14,566,154)

(23,146,532)

(331,101)

(543,735)

(1,564,971)

(1,479,990)

(1,938,793)

(415,823)

(963,800)

(4,153,679)

(7,399)

(96,087)

(63,216)

(5,941,438)

(991,929)

70,606,970

(30,224,272)

22,727,200

24,972,224

14,925,947

(290,128,022)

(895,456,935)

(30,885)

(527,264)

(43,750,107)

1,526,329

711,449,238

105,035,192

610,359,802

112,637,714

58,122,179

486,083,624

219,926,256

16,048,610

964,956,185

667,424,627

54,125,246

and Obsolescence of Materials

(17,514,571)

(284,797)

Total as of December 31, 2014

9,079,150,504

124,065,943

2,822,601,683

(52,142,288)

(1,053,796,689)

(17,799,368)

10,919,879,153

110

Main Account

the Beginning

Subsidiaries

Balance at

(1)Deconsolidation
of

Cumulative

Translation

Adjustment

Accumulated Depreciation

Balances as of

Net Book

Value as of

December 31,

Retirements

For the year

2014

Real Property

Furniture and Fixtures

Telecommunication, Audio

and Video Equipment

External Network and

251,100,533

90,108,561

(334,536)

(414,975)

(176,824)

3,252,241

(477,742)

(108,668)

12,704,407

4,920,534

262,815,838

97,757,693

395,241,637

23,624,374

194,724,230

(2,417,692)

(29,671)

(1,268,167)

11,504,697

202,513,397

36,632,928

(745,807,261)

1,090,375,417

2,118,666,426

3,794,257,555

Broadcasting Equipment

1,697,665,206

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Materials in Warehouse

Works-In-Progress

Leasehold Improvements

Allowance for Impairment of

Property, Plant and Equipment

468,175,275

71,701,424

535,353,621

68,113,844

39,816,947

375,137,286

148,606,028

16,196,020

1,938,793

114,383

33,325,179

(689,146)

(5,457,266)

(19,994,563)

(273,980)

(385,590)

(765,574)

(1,479,990)

(1,938,793)

(114,383)

(96,293)

and Obsolescence of Materials

(257,512)

76,433,064

2,481,075

422,730

(3,154)

1,513,669

(4,367,764)

(7,399)

(79,272)

(63,216)

(5,941,438)

(818,074)

(527,265)

Total as of December 31, 2014

3,991,819,818

(34,362,781)

83,893,130

(759,466,266)

(1) See Note 13.
(2) Does not include Ps. 5.9 million corresponding to depreciation
included as of December 31, 2014 in Income/loss from discontinued
operations (See Note 13).

54,391,973

5,212,800

9,085,890

19,363,917

5,659,308

26,315,603

20,880,784

891,432

390,796

6,105,068

519,991,413

71,449,559

524,365,676

87,563,295

45,476,255

395,122,707

169,416,833

15,607,462

390,796

38,806,689

191,457,825

33,585,633

85,994,126

25,074,419

12,645,924

90,960,917

50,509,423

441,148

964,956,185

667,033,831

15,318,557

-
(2) 1,267,802,626

(257,512)

(17,541,856)

4,549,686,527

6,370,192,626

111

The following table details the average years
of useful life of the items comprising Property,
Plant and Equipment:

Item

Real Property

Furniture and Fixtures

Telecommunication, Audio and Video Equipment

External Network and Broadcasting Equipment

Computer Equipment

Technical Equipment

Workshop Machinery

Tools

Spare Parts

Installations

Vehicles

Plots

Leasehold Improvements

5.2 Intangible Assets

Main Account

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value of

Subscriber Portfolio

Software

Trademarks and Patents

Projects in-Progress

Other
Total as of December 31, 2015

Balance at

the Beginning

33,898,031

17,091,041

15,054,396

975,213,788

255,545,612

6,739,272

7,389,943

80,536,694
1,391,468,777

Cumulative

Translation

Adjustment

856,288

(54,315)
801,973

Average Useful Life

(in years)

between 3 and 4

between 3 and 20

between 4 and 10

between 3 and 10

Consolidation
of companies(1)
and acquisition

Historical value

Balances as of

December 31,

Additions

of (cid:0)businesses

Retirements

Transfers

2015

4,692,621

85,945

7,053,073

36,709,394

5,868,093

25,149,695

4,483,223
83,956,099

3,538,842

12,790

43,609,087
47,246,664

4,000

(822,680)

26,746,544

(26,746,544)

38,676,597

17,091,041

15,054,396

982,270,861

321,717,712

13,476,443

5,793,094

(383,294)
(1,205,974)

(4,000)
-

128,187,395
1,522,267,539

112

Cumulative

Translation

Consolidation
of companies(1)
and acquisition

Balance at

Accumulated Amortization

Balances as of

Net Book

Value as of

December 31,

Main Account

the Beginning

Adjustment

of businesses

Retirements

For the year

2015

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value of

Subscriber Portfolio

Software

Trademarks and Patents

Projects in-Progress

Other

Total as of December 31, 2015

(1) See Note 13.

Main Account

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value of

Subscriber Portfolio

Software

Trademarks and Patents

Projects in-Progress

Other

Total as of December 31, 2014

28,327,861

11,127,022

13,345,820

804,700,780

138,643,183

5,308,350

59,401,630

1,060,854,646

Balance at

the Beginning

31,325,943

17,091,041

15,121,687

975,213,788

209,756,914

5,880,214

8,528,654

109,800,458

1,372,718,699

(722)

431,340

(30,779)

399,839

85,945

918,024

7,501

27,243,867

28,255,337

2,751,905

1,036,771

518,937

100,964,541

56,864,372

1,127,451

31,165,711

12,163,793

13,864,757

905,665,321

196,424,857

6,874,642

11,347,174

97,961,892

174,611,151

1,264,120,973

7,510,886

4,927,248

1,189,639

76,605,540

125,292,855

6,601,801

5,793,094

30,225,503

258,146,566

Cumulative

Translation

Adjustment

19,430

43,971

63,401

(1)Deconsolidation
of

Historical value

Balances as of

December 31,

Additions

Subsidiaries

Retirements

Transfers

2014

2,658,033

(85,945)

55,204

29,070,793

871,852

3,289,085

16,838,760

52,783,727

(57,853)

(12,791)

(33,905,447)

(34,062,036)

(122,495)

(35,011)

16,791,339

(4,427,796)

(12,241,048)

33,898,031

17,091,041

15,054,396

975,213,788

255,545,612

6,739,272

7,389,943

80,536,694

(35,011)

1,391,468,777

Balance at
the Beginning

Cumulative

Translation
Adjustment

(1)Deconsolidation
of
Subsidiaries

Retirements

For the year

Accumulated Amortization

Balances as of

December 31,
2014

28,327,861

11,127,022

13,345,820

804,700,780

138,643,183

5,308,350

339,106

(85,945)

(40,175)

(7,501)

(7,002)

2,919,965

1,036,774

672,878

97,436,004

56,230,661

387,880

27,786
366,892

(23,159,031)
(23,292,652)

-
(7,002)

7,565,761
(2) 166,249,923

59,401,630
1,060,854,646

Main Account

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value

of Subscriber Portfolio

Software

Trademarks and Patents

Projects in-Progress

Other
Total as of December 31, 2014

25,493,841

10,090,248

12,672,942

707,264,776

82,120,593

4,927,971

74,967,114
917,537,485

(1) See Note 13.
(2) Does not include Ps. 0.8 million corresponding to
amortization included as of December 31, 2014 under
income/loss from discontinued operations (See Note 13).

Net Book

Value as of

December 31,
2014

5,570,170

5,964,019

1,708,577

170,513,008

116,902,429

1,430,921

7,389,943

21,135,064
330,614,131

113

The following is a detail of the average number
of years over which intangible assets items
are amortized:

Item

Exploitation Rights and Licenses

Exclusivity Agreements

Other Rights

Acquisition Value of Subscriber Portfolio

Software

Trademarks and Patents

Other

5.3 Goodwill

Company assesses the recoverability of goodwill
considering each company for which it records
goodwill as a different cash generating unit
(“CGU”).

The recoverable amount of each CGU has been
determined as per its value in use, calculated
based on operating cash flows estimated in the
financial budgets approved by Management,
which comprise a period ranging from one to
three years. Cash flows not included in those
periods are projected using a growth rate,
assessed based on statistical data and historical
indicators of Argentina, which does not exceed
the long-term average growth of each business.

Amortization Period

(in years)

between 2 and 20

between 5 and 15

between 5 and 20

between 3 and 5

between 3 and 10

between 3 and 20

The gross margin used in each case for the
calculation of the value in use allocated to each
CGU arises from budgets prepared by each
business for the period under consideration,
which are in line with the historical data and
the expectations regarding market development
and evolution of the respective businesses.

The discount rate used in each case for the
calculation of the value in use allocated to each
CGU takes into account the risk-free rate, the
country risk premium and the premium for
risks specific to each business, and the
indebtedness structure of each CGU. In
particular, the annual discount rate applied to
the projections of Cablevisión's cash flows is of
approximately 9%.

Main Account

Cablevisión and subsidiaries (1)
PRIMA

CIMECO and related companies

Cúspide and subsidiaries

Grupo Carburando

Telecor

Pol-Ka

Telba

Bariloche TV

Other
Total

Net balances

Net Book

Allowance

as of

Value before

for Goodwill

December 31,

Impairment

impairment

2015

2014

3,209,734,439

(594,075,234)

2,615,659,205

2,650,408,334

2,272,319

235,982,248

(54,637,313)

(12,053,573)

2,272,319

181,344,935

19,059,775

39,173,062

(6,850,727)

9,280,042

3,774,071

1,844,621

19,059,775

12,053,573

39,173,062

16,130,769

3,774,071

1,844,621

41,576,944
3,581,601,821

(6,056,130)
(673,672,977)

35,520,814
2,907,928,844

2,272,319

181,344,935

19,059,775

39,173,062

9,280,042

1,844,621

29,028,537
2,932,411,625

(1) Includes goodwill of Multicanal and Teledigital,
merged into Cablevisión (see Note 8.1.c).

114

5.4 Investment in Unconsolidated Affiliates

Main business activity

Country

(1) Interest (%)

2015

2014

Value

Recorded

as of

Value

Recorded

as of

December 31,

Included in assets

Interest in Associates

NEXTEL

Papel Prensa

Ver TV S.A.

TPO

TATC

La Capital Cable

TSMA

Other Investments

Telecommunication Services

Manufacturing of Newsprint

Cable Television Station

Closed-Circuit Television

Cable Television Station

Closed-Circuit Television

Cable Television Station

Argentina

49.00

47.00

49.99

49.00

49.10

1,201,022,798

184,597,852

102,895,887

10,822,223

5,707,520

20,523,128

31,760,343

6,601,046

Interests in Joint Operations
TSC (2)

Exploitation of events television

broadcasting rights

Argentina

50.00

7,752,297

TRISA (2)

Production and exploitation of sports

events, advertising agency and

Canal Rural (2)

Audiovisual production and sale

financial and investing operations

Argentina

50.00

91,518,852

Impripost

AGL

Ríos de Tinta

Patagonik

of advertising

Variable printing

Printing

Editorial activities

Film producer

Argentina

Mexico

Argentina

24.99

50.00

33.33

4,268,968

10,605,383

14,188,981

11,872,296

17,217,247

178,848,195

62,124,867

10,822,223

5,375,735

14,954,214

20,778,579

4,226,412

11,429,817

12,484,788

9,940,835

14,525,333

Included in liabilities

Interests in Joint Operations

VLG

Other Investments

(1) Interest in capital stock and votes
(2) Subsidiaries of IESA. See Note 13.

1,721,354,821

345,510,998

Investing and financing

USA

50.00

9,873,368

8,649,170

3,100,720

11,749,890

Equity in Earnings from Affiliates and Subsidiaries

December 31, 2015

December 31, 2014

Papel Prensa

La Capital Cable

TRISA

AGL

Canal Rural

NEXTEL

Acquisition of associates (Note 12 h.)

Ríos de Tinta
Impripost

VLG

Ver TV S.A.

TSMA

Other Companies

5,749,658

18,543,238

52,472,276

1,704,193

1,942,356

85,064,384

316,726,916

522,298
(824,433)

(21,415,760)

64,329,577

18,552,269

1,262,978

544,629,950

921,574

13,395,564

31,027,801

(324,116)

1,455,622

1,576,757
(1,313,962)

(19,177,349)

34,385,489

10,300,490

(352,437)

71,895,433

115

The following is a detail of certain supplementary
information required by IFRS about interests
in associates (amounts stated in millions of
Argentine pesos):

Dividends received

Summarized financial information:

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Revenues

Net Income from Continuing Operations

Total Comprehensive Income

The following is a detail of certain supplementary
information required by IFRS about interests
in joint operations (amounts stated in millions
of Argentine pesos):

Dividends received

Summarized financial information:

Assets

Cash and Cash Equivalents

Other Current Assets

Current assets

Non-current assets

Liabilities

Current Debt

Other Current Liabilities

Current liabilities

Non-Current Debt

Other Non-Current Liabilities

Non-current liabilities

Revenues

Depreciation and Amortization

Interest Income

Interest Expense

Income Tax and Tax on Assets

Net Income from Continuing Operations

Other Comprehensive Income

Total Comprehensive Income

December 31, 2015

December 31, 2014

3,225

1,617

1,504

145

2,925

404

317

649

310

1,533

129

December 31, 2015

December 31, 2014

221

432

653

123

384

436

1,371

(18)

(20)

(68)

130

136

107

150

111

254

(8)

(9)

(4)

116

5.5 Other Investments

Non-Current

Financial Instruments

Current

Financial Instruments

Securities

Mutual Funds

5.6 Inventories

Non-Current

Film Products and Rights

Current

Raw Materials and Supplies

Products-in-Process

Finished Goods

Film Products and Rights

Other

Subtotal

Less: Allowance for Impairment of Inventories

5.7 Other Assets

Non-Current

Works of Art

Other

Current
Other

December 31, 2015

December 31, 2014

458,789,781

71,250,926

156,069,384

959,231,703

1,186,552,013

275,625,916

270,196,472

379,189,263

766,719,477

1,416,105,212

December 31, 2015

December 31, 2014

23,626,229

273,711,077

5,385,901

91,747,645

122,386,463

845,099

494,076,185

(3,383,333)

490,692,852

20,952,973

164,400,071

2,999,326

32,995,217

75,901,936

649,197

276,945,747

(4,894,720)

272,051,027

December 31, 2015

December 31, 2014

461,696

2,165,605

2,627,301

11,456,124

461,696

788,074

1,249,770

7,063,276

117

5.8 Other Receivables

Non-Current

Tax Credits

Guarantee Deposits

Prepaid Expenses

Advances

Related Parties (Note 16)

Call option - NEXTEL (Notes 9.4.9) and 12.h)

Other

Allowance for Other Bad Debts

Current

Tax Credits

Court-ordered and Guarantee Deposits

Prepaid Expenses

Advances

Related Parties (Note 16)

Derivatives (Note 22)

Sundry Receivables

Other

Allowance for Other Bad Debts

5.9 Trade Receivables

Non-Current

Trade Receivables

Current

Trade Receivables

Related Parties (Note 16)

Allowance for Bad Debts

5.10 Cash and Banks

Cash and Imprest Funds

Cash at Banks

December 31, 2015

December 31, 2014

91,786,409

7,307,156

38,080,166

111,084,501

9,212,575

1,103,673,966

29,740,489

(1,567,580)

1,389,317,682

231,318,592

52,292,908

194,699,118

186,029,228

22,304,023

58,356,225

50,114,718

155,474,144

(1,146,852)

949,442,104

53,815,218

1,861,437

19,504,515

42,781,617

18,564,287

(1,567,580)

134,959,494

218,167,837

14,753,391

180,936,011

88,734,265

18,471,303

15,023,356

89,612,703

(1,146,852)

624,552,014

December 31, 2015

December 31, 2014

82,905,052

4,039,922,312

20,077,281

(269,372,858)

3,790,626,735

91,505,064

2,983,817,121

81,121,045

(179,898,080)

2,885,040,086

December 31, 2015

December 31, 2014

39,150,282

1,986,630,652

2,025,780,934

41,597,037

1,120,031,282

1,161,628,319

118

5.11 Provisions and Other

Non-Current

Provisions for Lawsuits and Contingencies

Accrual for Asset Retirement

5.12 Debt

Non-Current

Financial Loans

Notes

Acquisition of equipment

Related Parties (Note 16)

Measurement at Fair Value

Current

Bank Overdraft

Financial Loans

Notes

Acquisition of equipment

Related Parties (Note 16)

Interest and Restatement

Measurement at Fair Value

The following table details the changes in loans
and indebtedness for the year ended December 31,
2015 and the prior year:

Balances as of January 1st
New Loans and Indebtedness (1)
Accrued Interest

Exchange rate fluctuations and other financial effects

Reclassified to assets held for sale
Payment of Interest

Payment of Principal

Balances as of December 31

(1) Mostly loans for the payment of debt with upcoming
maturity, and for the purchase of capital assets and inventories.

December 31, 2015

December 31, 2014

418,452,169

14,023,145

432,475,314

324,549,885

12,100,819

336,650,704

December 31, 2015

December 31, 2014

149,514,835

3,321,722,710

591,437,651

9,212,575

(38,535,875)

4,033,351,896

92,993,428

532,754,534

1,661,477,099

389,941,446

22,708,882

196,029,150

5,832,827

40,522,969

2,568,079,074

316,869,747

(54,973,243)

2,870,498,547

243,933,142

396,575,883

752,488,000

168,886,421

16,701,274

121,810,582

18,503,021

2,901,737,366

1,718,898,323

2015

2014

4,589,396,870

1,526,831,692

733,788,955

2,091,856,064

16,998,266
(663,705,855)

(1,360,076,730)

6,935,089,262

4,139,338,976

994,580,890

546,126,005

1,103,440,183

(11,774,226)
(511,163,308)

(1,671,151,650)

4,589,396,870

119

The following table summarizes the maturities
of consolidated loans (undiscounted values)
at year-end:

Non-Current Debt

years

Non-Current

From 1 to 2

From 2 to 3

From 3 to 4

More than 5

Total

Due

Financial Loans

Notes

80,595,096

68,649,405

2,214,477,931

1,107,244,779

Acquisition of equipment

409,297,808

175,937,072

Related Parties

Total as of

270,334

6,202,771

9,212,575

December 31, 2015

2,704,370,835

1,351,831,256

15,685,680

149,514,835

3,321,722,710

591,437,651

9,212,575

4,071,887,771

Due

Current Debt

Bank Overdraft

Financial Loans

Notes

Acquisition of equipment

Related Parties

Up to 3

months

92,993,428

158,464,510

40,279,097

78,051,117

1,748,406

Interest and Restatement

196,029,150

Total as of

From 3 to 6

From 6 to 9

From 9 months

months

to 1 year

Total Current

198,306,454

86,102,092

20,960,476

148,385,064

573,760,002

101,287,918

27,598,506

92,993,428

532,754,534

1,047,438,000

1,661,477,099

124,500,319

389,941,446

22,708,882

196,029,150

December 31, 2015

567,565,708

305,369,022

823,432,984

1,199,536,825

2,895,904,539

Consolidated loans mainly include the following:

5.12.1 Cablevisión
The most significant bank and financial loans
borrowed by Cablevisión and its subsidiaries are
the following:

Balances as of

Principal
Amount

December 31,
2015

December 31,
2014

Annual

Date Issued

Borrower

In millions of USD

Final Maturity

Interest Rate

February 2011
February 2011

February 2011

January 2015

February 2015

December 2003

(1) Cablevisión
(1) Cablevisión
(1) Cablevisión
(2) Cablevisión
(3) Cablevisión

(3) Cablevisión
Multicanal

88.2

71.3

223.3

17.2
(4) 80.9

286.3

80.3

4.5

2.7

8.6

0.7
(4) 32.2

286.3

80.3

67.9

54.9

172

13.3

February 2018

August 2016

February 2018

80.3

July 2016

(5) 8.75%
(5) 9.375%
(5) 9.625%
(5) 9.375%
Adjusted Badlar

rate + 4.85%
(5) 9.375%
(5) 3.5% to 4.5%

(1) Use of funds: Refinancing of Notes.
(2) Use of funds: Acquisition of non-financial assets
and financing of imports.
(3) Use of funds: Prepayment of loans and financing
of working capital and capital expenditures.

(4) Loan in Argentine pesos converted into US dollars
at the exchange rate prevailing on January 31, 2015
and December 31, 2015 respectively.
(5) Fixed rate.

120

On January 30, 2015, Cablevisión executed a
syndicated loan agreement with Industrial and
Commercial Bank of China (Argentina) S.A.
(“ICBC”), Banco Itaú Argentina S.A. (“Itaú”),
Banco de la Ciudad de Buenos Aires (“Banco
Ciudad”), Banco Santander Río S.A.
(“Santander”) and Banco Macro S.A. (“Macro”)
for Ps. 700 million, at a variable adjusted
BADLAR rate (average interest rate for 30 to 35
day term deposits of more than Ps. 1 million in
Buenos Aires) + 4.85% and with its final
maturity in July 2016, for the purpose of
making a prepayment of principal and interest
owed to ICBC, Itaú and Banco Ciudad under
the syndicated loan agreement executed on
January 31, 2014, in order to finance working
capital and capital investments.

As a result of the execution of the syndicated
loan agreement, Cablevisión has undertaken
certain covenants, including: (i) limitation on the
issuance of guarantees by subsidiaries and
encumbrances; (ii) reorganization, change of
control, and sale of assets under certain
conditions, (iii) limitation on incurring debt
above certain approved ratios, (iv) limitation on
capital investment exceeding certain amount, and
(v) limitation on transactions with shareholders
and affiliates under certain conditions.

On April 28, 2014, at the Annual General
Ordinary and Extraordinary Shareholders’
Meeting of Cablevisión, the shareholders of
Cablevisión approved, among other matters: i)
The creation of a Global Program (the
”“Program”) for the issuance of simple, non-
convertible, medium or long-term notes, to be
authorized by the CNV, to be issued in one or
more classes and/or series for an aggregate
principal amount including all classes and/or
series outstanding under the Program of up to
USD 500,000,000, pursuant to the provisions
of the Notes Law No. 23,576, as amended (the
“Notes Law”). The shareholders delegated on
the Board of Directors of Cablevisión the power
to determine and establish all the other terms
for each class and/or series of notes to be issued
under this Program. The shareholders also
delegated on the Board of Directors of
Cablevisión the power to approve the terms of
the agreements related to the issuance and
placement of the notes to be issued under the
Program. The Board of Directors of Cablevisión
may subdelegate all or some powers
interchangeably to one or more directors or
managers of such company; and ii) the creation

of a global program for the issuance of Short-
Term Debt Securities of up to USD
100,000,000 (or its equivalent in other
currencies, as determined by the Board of
Directors) (Valores Representativos de Deuda de
Corto Plazo, “VCPs”, for its Spanish acronym),
and the related registration of Cablevisión
before the special registry created by the CNV
for such purpose. The VCPs will have maturities
of up to one year and are to be issued in one or
more classes and/or series, under the form of
promissory notes subject to the Notes Law. The
shareholders delegated on that company’s Board
of Directors the power to determine and
establish all the other terms of the VCP
Program and the classes and/or series of VCPs
to be issued within the authorized amount.
They also delegated on the Board of Directors
the power to request the CNV to register
Cablevisión in the Special Registry for VCP
Programs and to authorize the VCP Program.
The Board of Directors of Cablevisión may
subdelegate all or some powers interchangeably
to one or more directors or managers of such
company. As of the date of these financial
statements, the Company has not made any
filings with the CNV to make such placement.

On January 13, 2015, Cablevisión executed a
financial loan agreement with Nuevo Banco de
Santa Fe S.A. for Ps. 30 million at an annual
fixed nominal interest rate of 29% with final
maturity in July 2015, for the purpose of
increasing its working capital to finance the
development of its main corporate business. As
of December 31, 2015, this loan had been
repaid in full.

On July 16, 2015, Cablevisión executed a
financial loan agreement with Nuevo Banco de
Santa Fe S.A. for Ps. 50 million at an annual
fixed nominal interest rate of 28% with final
maturity in January 2016, for the purpose of
increasing its working capital to finance the
development of its main corporate business. As
of the date of these financial statements, this
loan has been repaid.

On January 5, 2015, the Board of Directors of
Cablevisión decided to call an Ordinary
Shareholders' Meeting to be held on January 23,
2015. At said Shareholders’ Meeting, the
shareholders approved the issuance of non-
convertible notes for an aggregate nominal value
of up to USD 400,000,000 to be placed
privately (without public offering) and to be

121

issued in one or more series pursuant to the
provisions of the Notes Law. The notes will be
used both to offer them in exchange for the
currently outstanding Notes and to receive
funds in cash. The shareholders of Cablevisión
delegated on the Board of Directors of
Cablevisión the power to establish all the terms
governing the issuance of the above-mentioned
notes within the authorized maximum amount,
including, without limitation, time and price of
the issuance, form, payment terms, use of
proceeds, applicable law.

On January 18, 2016, Cablevisión executed a
financial loan agreement with Nuevo Banco de
Santa Fe S.A. for Ps. 50 million at an annual
fixed nominal interest rate of 34 % with final
maturity in April 2016, for the purpose of
increasing its working capital to finance the
development of its main corporate business.

On February 9, 2015, pursuant to its delegated
powers, the Board of Directors of Cablevisión
approved the issuance of Class V notes for a
nominal value of USD 286,377,786 (the “Class
V Notes”), at a fixed annual nominal rate of
9.375%, payable semi-annually as from August
2016, with final maturity in February 2018,
to be used in the refinancing of a portion
of the debt represented by the outstanding
Notes, which have been refinanced pursuant
to the Trust Agreement executed between
Cablevisión, as issuer, and Deutsche Bank Trust
Company Americas as trustee, co-registrar
and paying agent.

As a result of the Notes issued by Cablevisión,
it has undertaken certain covenants, including:
(i) limitation on the issuance of guarantees
by subsidiaries; (ii) mergers, consolidations, and
sale of assets under certain conditions, (iii)
limitation on incurring debt above certain
approved ratios, (iv) limitation on capital
investments exceeding certain amount,
(v) limitation on transactions with shareholders
and affiliates under certain conditions, (vi)
limitation on the issuance and sale of significant
subsidiaries’ shares with certain exceptions.

During the period covered by these consolidated
financial statements, Cablevisión has complied
with such covenants.

5.12.1 AGEA and subsidiaries
On January 28, 2014, AGEA repaid all of the
USD 30.6 million aggregate principal amount

outstanding and interest accrued as of such date
on the Series C Notes issued by that company
under the Global Program. See Note 24.

As of December 31, 2015, AGR and Tinta
Fresca had executed overdraft facility agreements
with banks for a maximum of Ps. 51.8 million
and Ps. 17.5 million, respectively.

During 2013, Banco Ciudad granted a loan to
AGR in the amount of Ps. 20 million that
accrues interest at an annual fixed rate of
15.25%. Principal is repaid on a quarterly basis
as from February 2015, and interest is paid on a
quarterly basis as from February 2014.

During 2014, AGR executed two leasing
agreements with Industrial and Commercial
Bank of China (Argentina) S.A. for an aggregate
Ps. 19.6 million (including Ps. 2 million of
nationalization expenses that were subsequently
added) to acquire machinery and equipment.
During June 2014, when the Company
conducted the startup of the above-mentioned
machinery and equipment, it paid 30% of the
total amount due under the agreements. The
outstanding balance is payable in 61 monthly
installments as from July 2014, plus an
additional installment for the call option. The
leasing agreements accrue interest at an annual
rate of 15.25%, payable on a monthly basis as
from the startup date.

5.12.2 GCGC
As of December 31, 2015 GCGC was the
borrower under a loan with Banco de la Ciudad
de Buenos Aires executed to finance the repair,
recycling and improvement of the building for a
principal amount of up to Ps. 30 million. Such
loan will be repaid in 60 months, as from
October 2012, with a 24-month grace period,
i.e. in 36 monthly consecutive installments,
accruing interest at the average Badlar rate for
Private Banks plus 100 basic points. The
aggregate amount of the loan was advanced to
the company in several stages, after having
obtained the required professional certifications.
As of the date of these financial statements,
GCGC received the full amount of the loan for
an aggregate Ps. 30 million. During 2015,
GCGC repaid principal in the amount of Ps. 8
million under the loan agreement executed with
Banco de la Ciudad de Buenos Aires.

GCGC was the borrower under a loan
agreement with Industrial and Commercial

122

Bank of China (Argentina) S.A. for a principal
amount of Ps. 7.5 million to finance the repair,
recycling and improvement of the building.
The loan will be repaid in 36 months, as from
October 2012, with an 18-month grace
period. Principal will be repaid in 7 quarterly
decreasing installments as from the 18th month.
The loan accrues interest at a 15% fixed
nominal annual rate. As of December 31, 2015,
GCGC had repaid in full the loan executed
with Industrial and Commercial Bank of China
(Argentina) S.A.

5.12.4 ARTEAR
On December 6, 2013 ARTEAR and Banco
Itaú Argentina S.A. executed an agreement
whereby ARTEAR is the borrower under a
bilateral loan, within the framework of
Communication “A” 5449 issued by the BCRA
relating to Productive Investment Credit
Facilities, for a principal amount of Ps. 12.9
million, payable within a term of 36 months in
equal consecutive monthly installments. The
first installment is due on month 12, counted as
from disbursement. The funds will be used to
finance a project for the acquisition of capital
assets and manpower to adapt the production
and broadcasting of contents to the
entertainment and news standards of the
television industry. Principal accrues interest at
an annual nominal fixed rate of 15.25% payable
on a monthly basis as from disbursement.

On December 20, 2013 ARTEAR executed a
syndicated loan with Banco Itaú Argentina S.A.
and the Industrial and Commercial Bank of
China (Argentina) S.A. for a principal amount
of Ps. 200 million to be repaid in 2 years in the
following installments: Ps. 35 million due 12
months after disbursement, Ps. 35 million due
18 months after disbursement and Ps. 130
million due 24 months after disbursement. Each
of the banks has a 50% pro rata participation in
the loan. The funds will be used to finance
working capital, to make capital expenditures
and/or to distribute dividends. Principal accrues
interest at an annual variable rate based on
BADLAR for private banks, plus a 4.25%
margin, payable on a monthly basis as from
disbursement. As security for the loan, Itaú
Unibanco S.A., New York Branch, has issued in
favor of each of the two banks acting as lenders
under this agreement an irrevocable
independent guarantee, payable on first demand
(“Stand By Letter of Credit” or “SBLC”) to
secure all the obligations undertaken by

ARTEAR until the repayment of the loans.
These SBLCs were issued in US dollars for an
amount that, converted into Argentine pesos,
covers at least 100% of the principal amount
owed by the borrower to each of the banks
under the loan.

On July 21, 2014, ARTEAR made a partial
prepayment of Ps. 35 million on the
outstanding principal under the syndicated loan
mentioned above, allocating this amount to the
installment due in December 2014.

On June 22, 2015, the Company paid the
second installment of Ps. 35 million on the
outstanding principal under the syndicated loan.
On December 21, 2015, the Company repaid
the loan in full with the payment of the last
installment of Ps. 130 million.

On December 17, 2015, ARTEAR and Banco
Santander Río S.A. executed an agreement
whereby ARTEAR is the borrower under a
bilateral loan for a principal amount of Ps. 150
million, payable within a 3-year term in equal
consecutive quarterly installments. The first
installment is due on month 12, counted as
from disbursement. The funds will be used to
finance working capital and investments.
Principal accrues interest at a variable annual
rate based on the BADLAR rate for private
banks, plus a 4.50% margin, payable on a
quarterly basis as from disbursement.

5.12.5 CMD
As of December 31, 2014 CMD was the
borrower under a loan with Banco de la Ciudad
de Buenos Aires for a balance of Ps. 2.5 million
principal amount. Proceeds were used to finance
partially the acquisition and renovation of a
building. Such loan will be repaid in 60
months, with a 24-month grace period, i.e. in
36 monthly consecutive installments, accruing
interest at the average Badlar rate for Private
Banks plus 100 basic points. The first
installment was due on June 27, 2010. As of the
date of these financial statements, principal and
interest under this loan have been paid in full.

5.13 Sellers Financing
The following table summarizes the
consolidated debt maturities in connection with
the acquisition of companies:

123

Current Sellers Financing

Without any

established

term

Up to 3

months

From 3 to 6

From 6 to 9

December 31,

months

2015

2014

Due

Total as of

Principal

1,874,191

3,791,426

5.14 Taxes Payable

Non-Current

Taxes Payable on a National Level

Current

Taxes Payable on a National Level

Taxes Payable on a Provincial Level

Taxes Payable on a Municipal Level

5.15 Other Liabilities

Non-Current

Guarantee Deposits

Unearned Revenue

Call Options (Note 10)

Investment in Unconsolidated Affiliates (Note 5.4)

Other

Current

Advances from Customers

Dividends Payable

Related Parties (Note 16)

Call Options (Note 10)

Unearned Revenue

Derivatives (Note 22)

Other

5.16 Trade Payables and Other

Non-Current

Suppliers and Trade Provisions

Employer’s Contributions

Current

Suppliers and Trade Provisions
Related Parties (Note 16)

Employer’s Contributions

December 31, 2015

December 31, 2014

90,524,218

1,086,577,290

37,706,212

28,711,199

1,152,994,701

98,018,442

798,250,268

28,849,381

31,071,270

858,170,919

December 31, 2015

December 31, 2014

211,239

110,990,675

1,775,255

9,873,368

19,334,700

142,185,237

107,589,942

2,248,243

39,490

39,120,000

225,745,016

90,419,165

465,161,856

139,415

105,947,119

27,469,815

11,749,890

6,451,823

151,758,062

82,026,829

1,547,100

300,933

1,816,816

155,847,247

4,718,000

63,091,719

309,348,644

December 31, 2015

December 31, 2014

1,692,559

17,864,459

19,557,018

3,309,897,561
94,905,781

1,648,099,256

5,052,902,598

885,555

7,173,952

8,059,507

1,900,205,540
80,536,650

1,174,930,553

3,155,672,743

124

5.17 Changes in provisions and allowances

Balance at

Consolidation

Balances as of

December 31,

Items

the Beginning

Increases

companies

Decreases

2015

2014

Deducted from Assets

Allowance for Bad Debts
Allowance for

Impairment

of Inventories

Allowance for

Impairment

of Property, Plant

and Equipment

and Obsolescence

of Materials

Allowance for

182,612,512

(1) 287,955,310

4,002,489

(1) (202,483,021)

272,087,290

182,612,512

4,894,720

(2) 2,698,013

17,541,856

(2) 9,300,132

(4,209,400)

3,383,333

4,894,720

(2) (4,140,364)

22,701,624

17,541,856

Goodwill impairment
Valuation Allowance (5)
Total

656,096,404
47,484,932

908,630,424

5,523,000
(3) 34,146,033
339,622,488

12,053,573
-

16,056,062

-
(15,907,640)

673,672,977
65,723,325

(226,740,425)

1,037,568,549

656,096,404
47,484,932

908,630,424

Included in liabilities

Provisions for Lawsuits

and Contingencies

Accrual for Asset

Retirements

Total

324,549,885

(4) 164,091,673

3,135,473

(4) (73,324,862)

418,452,169

324,549,885

12,100,819

336,650,704

(4) 1,922,326
166,013,999

3,135,473

(4) -
(73,324,862)

14,023,145

432,475,314

12,100,819

336,650,704

(1) Includes net increases of Ps. 287,760,471 which
have been charged to Selling expenses (see Note 6.3).
(2) Includes Ps. 9,408,388 corresponding to net
increases which have been charged to Impairment of
Inventories and Obsolescence of Materials under
Production Expenses (see Note 6.3).
(3) Charged to Income Tax and Tax on Assets

(4) Includes net increases of Ps. 98,075,086, which
have been charged to Contingencies (see Note 6.3)
and Ps. 66,937,342, which have been charged to
Other Financial Income, Net.
(5) Includes Valuation Allowance for Net Deferred
Tax Assets and Valuation Allowance for tax on assets.

Note 6

Breakdown of the main items of the statement of comprehensive income

6.1 Revenues

Sales of Cable TV Subscriptions

Advertising Sales

Sales of Internet Subscriptions

Circulation Sales

Printing Services Sales
TV Signals Sales

Other Sales
Total (1)

(1) Includes sales executed through barter transactions
as of December 31, 2015 and 2014 for Ps. 169.3 million
and Ps. 132.5 million, respectively.

December 31, 2015

December 31, 2014

14,430,045,995

10,776,791,214

4,349,949,048

4,801,572,714

1,995,440,677

278,866,711
229,613,968

1,706,040,575
27,791,529,688

3,259,965,528

2,743,435,905

1,288,340,160

133,259,553
293,551,238

1,214,262,405
19,709,606,003

125

6.2 Cost of Sales

Inventories at the beginning of the year

Incorporation of companies

Purchases for the year

Production and Services Expenses (Note 6.3)

Less: Inventories at year-end

Cost of Sales

(1) Includes a reclassficiation of Ps. 3.3 million as
mentioned in Note 13.

December 31, 2015

December 31, 2014

297,898,720

23,385,923

1,509,986,250

12,603,942,117

(517,702,414)

13,917,510,596

300,516,672

1,038,774,143

9,973,616,388
(1) (301,223,085)
11,011,684,118

6.3 Production and Services, Selling and Administrative Expenses

Item

Expenses

2015

2014

Production

and Services

Selling

Administrative

December 31,

Total as of

Fees for Services

354,737,335

149,951,424

916,132,593

1,420,821,352

1,063,700,919

Salaries, Social Security and
Benefits to Personnel (1)
Advertising and Promotion Expenses

Taxes, Duties and Contributions

Bad Debts

Travel Expenses

Maintenance Expenses

Distribution Expenses

Communication Expenses

Contingencies

Stationery and Office Supplies

Commissions

Productions and Co-Productions

Printing Expenses

Rights

Services and Satellites

Severance Payments

Non-Computable VAT

Rentals
Amortization of Intangible Assets

Amortization of Film Library

Depreciation of Property, Plant

and Equipment

Impairment of Inventories and

Obsolescence of Materials

Other Expenses

Total as of December 31, 2015

Total as of December 31, 2014

4,873,607,223

462,157,685

97,085,312

782,170,822

54,003,392

17,063,332

45,175,063

8,753,869

321,976,482

161,789,970

2,723,691,352

336,255,803

115,873,141

30,669,004

311,934,947
164,429,440

3,865,459

913,174,152

602,261,238

971,851,724

287,760,471

60,556,475

73,922,052

335,683,348

15,890,372

325,999

4,597,576

26,459,410

1,423,064

35,053,793

18,898,194
2,860,582

1,476,283,952

7,263,065,327

5,603,146,612

458,570,358

993,072,156

179,832,857

147,566,102

910,827,297

114,983,314

25,916,247

121,908,817

39,543,869

411,066,708

278,739,987

144,132,327

1,436,447

603,697,685

49,014,547

1,483,023,956

22,256,690

287,760,471

179,898,477

308,973,391

1,165,066,265

389,686,740

41,400,122

98,075,086

47,761,748

579,628,049

321,976,482

161,789,970

8,446,418

52,574,024

34,410,303

553,168,639

33,940,305

37,683,628

55,729,522
7,321,129

2,723,691,352

2,058,733,312

371,619,172

188,610,562

30,669,004

386,562,663
174,611,151

3,865,459

369,406,051

68,634,441

28,406,155

291,168,652
167,019,015

4,173,461

1,490,471,901

82,555,755

43,968,185

1,616,995,841

1,273,670,333

9,408,388

238,822,197

9,408,388

7,067,633

57,287,014

66,843,582

362,952,793

315,556,712

12,603,942,117

3,640,512,643

3,668,183,355

19,912,638,115

9,973,616,388

2,512,467,811

2,590,759,136

15,076,843,335

(1) As of December 31, 2015, it includes a recovery
from the calculation of employer's contributions
as tax credit on VAT by certain subsidiaries
(Decree No. 746/03 issued by the Executive Branch)
of approximately Ps. 450 million, as mentioned in
Notes 8.3.h., 8.3.i and 8.3.j.

126

6.4 Financial Costs

Financial Discounts on Liabilities

Interest

Exchange Differences

Other Financial Costs

Total

6.5 Other Financial Results, net

Exchange Differences

Interest

Financial Discounts on Assets and Liabilities

Other Taxes and Expenses

Results from transactions with securities and bonds

CER Restatement

Income from Changes in the Fair Value of Financial Instruments

Total

6.6 Other Income and Expense, net

Income from Sale of Property, Plant and Equipment
Other (1)
Total

(1) For the year 2015, it includes the impact (income)
of recognizing past-due trade receivables for
approximately Ps. 95 million.

December 31, 2015

December 31, 2014

(15,996,408)

(734,881,450)

(2,141,182,053)

(42,738,567)

(2,934,798,478)

(19,082,570)

(550,335,985)

(1,145,376,073)

(6,044,582)

(1,720,839,210)

December 31, 2015

December 31, 2014

668,962,972

226,349,964

(15,433,279)

(378,084,565)

(737,746,940)

(42,273)

106,355,895

(129,638,226)

218,105,122

82,672,368

8,095,195

(285,506,417)

(29,680,391)

(2,795,864)

(475,888)

(9,585,875)

December 31, 2015

December 31, 2014

(10,265,648)

110,172,733

99,907,085

1,788,450

(2,426,718)

(638,268)

127

Note 7

Income tax
The following table shows the reconciliation
between the consolidated income tax charged to
net income for the years ended December 31,
2015 and 2014 and the income tax liability
that would result from applying the current tax
rate on consolidated income before income
tax and tax on assets and the income tax liability
assessed for each year (amounts stated in
thousands of Argentine Pesos):

Income before Income Tax

Current Rate

Income Tax Assessed at the Current Tax Rate

on Income before Income Tax

Permanent Differences:

Equity in Earnings from Affiliates and Subsidiaries

Non-Taxable Income

Other

Subtotal

Expired Tax Loss Carryforwards

Valuation Allowance for Net Deferred Tax Assets

Charged to Income

Total Income Tax

Deferred Tax

Current Tax

Income Tax Assessed for the Year

Tax on assets

Total

December 31, 2015

December 31, 2014

4,145,423

35%

(1,450,898)

190,620

(7,414)

72,555

(1,195,137)

(2,597)

(29,126)

(1,226,860)

131,896

(1,358,756)

(1,226,860)

(2,653)

(1,229,513)

1,935,527

35%

(677,434)

25,163

(22,322)

56,944

(617,649)

26,407

(591,242)

193,409

(784,652)

(591,243)

1,177

(590,066)

128

Breakdown of Consolidated Deferred Tax (in thousands of Argentine pesos):

December 31,

Changes Year

2015

2014

2015

2014

Deferred Assets

Tax Loss Carryforwards

Specific Tax Loss Carryforward

Inventories

Other Investments

Provisions and Other

Trade Receivables

Other Liabilities

Trade Payables and Other

Deferred Tax Liabilities

Property, Plant and Equipment

Intangible Assets

Trade Receivables

Other Assets

Debt

Subtotal

226,342

36,070

19,988

133,612

100,464

10,974

129,432

656,882

(221,992)

(27,279)

(845)

(250,116)

212,528

16,001

24,895

101,044

20,067

11,393

107,686

493,614

(162,321)

(61,690)

(1,471)

(12,765)

(238,247)

Valuation Allowance on Tax Loss

Carryforwards - (charges) / recoveries

(31,874)

(281,990)

(12,373)

(250,620)

13,814

20,069

(4,907)

32,568

80,397

(419)

21,745

163,267

(59,671)

34,411

626

12,765

(11,869)

(19,501)

(31,370)

57,709

(934)

1,202

21,915

21,714

20,067

162

23,226

145,061

(31,456)

34,387

14,789

(663)

2,333

19,390

26,407

45,797

Total Net Deferred Tax Assets / (Liabilities)

(1) 374,892

242,994

(2) 131,897

(2) 190,858

(1) As of December 31, 2015, it comprises Deferred
Tax Assets in the amount of Ps. 374,891, disclosed
in the Consolidated Balance Sheet.
(2) Includes Ps. 4.1 million and Ps. 4.3 million as of
December 31, 2015 and 2014, corresponding to
the consolidation / deconsolidation of subsidiaries,
respectively. See Note 13.

As of December 31, 2015, the Company’s and
its subsidiaries’ accumulated consolidated tax
loss carryforwards amounted to approximately
Ps. 646,692 thousand, which calculated
at the current tax rate, represent deferred tax
assets in the amount of approximately
Ps. 226,342 thousand. The following table
shows the expiration date of the accumulated
tax loss carryforwards pursuant to statutes of
limitations (amounts stated in thousands of
Argentine Pesos):

Expiration year

Amount of Tax

Loss Carryforward

2016

2017

2018

2019

2020

2021

18,723

38,071

270,947

139,516

175,547

3,888

The Company estimates that the tax loss
carryforwards are recoverable for the net
amounts disclosed.

129

Note 8

Provisions and other contingencies

8.1 Regulatory Framework
a. SCI Resolution No. 50/10 approved certain
rules for the sale of pay television services. These
rules provide that cable television operators
must apply a formula to estimate their monthly
subscription prices. The price arising from the
application of the formula was to be informed
to the Office of Business Loyalty (Dirección
de Lealtad Comercial) between March 8 and
March 22, 2010. Cable television operators must
adjust such amount semi-annually and inform
the result of such adjustment to said Office.

Even though as of the date of these financial
statements the subsidiary Cablevisión cannot
assure the actual impact of the application of
this formula, given the vagueness of the
variables provided by the Resolution to calculate
the monthly subscription prices, Cablevisión
believes that Resolution No. 50/10 is arbitrary
and bluntly disregards its freedom to contract,
which is part of the right to freedom of industry
and trade. Therefore, it has filed the pertinent
administrative claims and has brought the
necessary legal actions requesting the suspension
of the Resolution’s effects and ultimately
requesting its nullification.

Even though Cablevisión, like other companies
in the industry, has strong constitutional
arguments to support its position, it cannot be
assured that the final outcome of this issue will
be favorable. Therefore, Cablevisión and/or
some of its subsidiaries may be forced to modify
the price of their pay television subscription, a
situation that could significantly affect the
revenues of their core business. This creates a
general framework of uncertainty over the
businesses of Cablevisión and/or some of its
subsidiaries that could significantly affect the
recoverability of their relevant assets and Grupo
Clarín S.A.’s assets related to its investment in
Cablevisión. Notwithstanding the foregoing, as
of the date of these financial statements, in
accordance with the decision rendered on
August 1, 2011 in re “LA CAPITAL CABLE
S.A. v/ Ministry of Economy-Secretariat of
Domestic Trade”, the Federal Court of Appeals
of the City of Mar del Plata has ordered the SCI
to suspend the application of Resolution No.
50/10 with respect to all cable television
licensees represented by the Argentine Cable
Television Association (“ATVC”, for its Spanish

acronym). Upon being served on the SCI and
the Ministry of Economy on September 12,
2011, such decision became fully effective and
may not be disregarded by the SCI. The
National Government filed an appeal against
the decision rendered by the Federal Court of
Appeals of Mar del Plata to have the case
brought before the Supreme Court. Such appeal
was dismissed and so the National Government
filed a direct appeal with the Supreme Court.

On June 1, 2010, the SCI imposed a Ps. 5
million fine on Cablevisión alleging that it had
failed to comply with the information regime
set forth by Resolution No. 50/10, and invoking
the Antitrust Law to impose such penalty. The
fine was appealed and submitted to the National
Court of Appeals on Federal Administrative
Matters, Chamber No. 5, which decided to
reduce the fine to Ps. 300,000. Cablevisión
appealed this decision by filing an extraordinary
appeal with the Supreme Court of Argentina.

On March 10, 2011 SCI Resolution No. 36/11
was published in the Official Gazette. This
Resolution falls within the framework of SCI
Resolution No. 50/10. Resolution No. 36/11
sets forth the parameters to be applied to the
services rendered by Cablevisión to its
subscribers from January through April 2011.
These parameters are as follows: 1) the monthly
basic subscription price shall be Ps. 109 for that
period; 2) the price of other services rendered by
Cablevisión should remain unchanged as of the
date of publication of the resolution; and 3) the
promotional benefits, existing rebates and/or
discounts already granted as of that same date
shall be maintained. The resolution also
provides that Cablevisión shall reimburse users
for any amount collected above the price set for
that period.

Cablevisión believes that Resolution No. 36/10
is illegal and arbitrary, since it is grounded on
Resolution No. 50/2010, which is absolutely
null and void. Since the application of
Resolution No. 50/10 has been suspended, the
application of Resolution No. 36/2011, which
falls within the framework of the former, is also
suspended.

The claim filed by Cablevisión seeking the
nullification of Resolution No. 50/2010 is
currently pending before the Federal
Administrative Court of First Instance No. 7 of
the City of Buenos Aires. This claim was

130

dismissed in view of the claim pending in the
City of Mar del Plata.

Subsequently, the SCI issued Resolutions Nos.
65/11, 92/11, 123/11, 141/11, 10/11, 25/12,
97/12, 161/12, 29/13, 61/13, 104/13, 1/14,
43/14 and 93/14 pursuant to which the SCI
extended the effectiveness of Resolution No.
36/11 up to and including September 2014,
and adjusted the cable television subscription
price to Ps.152. Cablevisión believes, however,
that given the terms under which the Federal
Court of the City of Mar del Plata granted the
preliminary injunction, that is, ordering the SCI
to suspend the application of Resolution No.
50/10 with respect to all cable television
licensees represented by ATVC (among them,
Cablevisión and its subsidiaries), and also given
the fact that Resolutions No. 36/11, 65/11,
92/11, 123/11, 141/11, 10/11, 25/12, 97/12,
161/12, 29/13, 61/13, 104/13, 1/14 , 43/14
and 93/14 merely extend the effectiveness of
Resolution No. 50/10, Cablevisión continues to
be protected by said preliminary injunction,
and, therefore, the ordinary course of its
business will not be affected.

On April 23, 2013, Cablevisión was served
notice of a decision rendered in re
“Ombudsman of Buenos Aires v. Cablevisión
S.A. on Complaint for the protection of
constitutional rights Law 16,986 (Motion for
Preliminary Injunction)” pending before Federal
Court No. 2, Civil Clerk’s Office No. 4 of the
City of La Plata in connection with the price of
cable television subscriptions, whereby the court
imposed a cumulative daily fine of Ps. 100,000
per day on Cablevisión.

Cablevisión appealed the fine on the grounds
that Resolution No. 50/10 issued by Mr.
Moreno, as well as its extensions and/or
amendments were suspended, as mentioned
above, by an injunction with respect to
Cablevisión and its branches and subsidiaries
prior to the imposition of the fine; pursuant to
the collective injunction issued by the Federal
Court of the City of Mar del Plata on August 1,
2011 in re “La Capital Cable and Others v.
National Government and Others on Preliminary
Injunction”. That injunction suspended the
application of all the criteria set by the Secretariat
of Domestic Trade under Mr. Guillermo Moreno.

The Federal Court of Appeals of the City of La
Plata reduced the fine to Ps. 10,000 per day.

Cablevisión filed an appeal against that decision
in due time and form. On October 16, 2013,
the Court of Appeals dismissed the appeal filed
by Cablevisión. As of the date of these financial
statements, Cablevisión had settled the fine in
the amount of Ps. 1,260,000 and compliance
was recorded in the file.

On June 11, 2013, Cablevisión was served
notice of a resolution rendered in the
abovementioned case; whereby the court ordered
the appointment of an expert overseer (perito
interventor) specialized in economic sciences to:
(i) verify whether or not the invoices
corresponding to the basic cable television
subscription issued by the Company to
subscribers domiciled in the Province of Buenos
Aires, are actually prepared at the headquarters
located at Gral. Hornos 690, and/or at the
Company’s branch offices, precisely detailing
that process, (ii) identify the individuals
responsible for that area, (iii) determine whether
or not the administrative actions tending
towards the effective compliance with the
injunction issued on that case are underway, and
(iv) identify the senior staff of the Company that
must order the invoice issuance area to prepare
the invoices as decided under that injunction.

Cablevisión timely appealed the appointment of
said expert on the same grounds stated above.
This appeal is also pending before the Federal
Court of Appeals of the City of La Plata.

For the purposes of enforcing the injunction, the
court issued letters rogatory to the competent
judge of the City of Buenos Aires. Upon the
initiation of that proceeding, both the National
Court on Federal Administrative Matters and the
National Court on Federal Civil and
Commercial Matters declined jurisdiction to
enforce the injunction ordered by the Federal
Judge of La Plata. Cablevisión has appealed the
decision in connection with the lack of
jurisdiction in due time and form. Chamber No.
1 of the National Court of Appeals on Federal
Civil and Commercial Matters confirmed the
appealed decision. Accordingly, Cablevisión will
file an extraordinary appeal in due time and
form to have the case decided by the Supreme
Court of Argentina.

It should be noted that, in light of the corporate
reorganization of Cablevisión, both parties
requested the suspension of the procedural
periods for 180 days. The judge granted such

131

request. Therefore, the procedural terms are
suspended until December 11, 2014. Given the
decision rendered by the Supreme Court of
Argentina in re “Municipality of Berazategui v.
Cablevisión” mentioned below, the procedural
periods remain suspended until the Federal
Court of Mar del Plata renders a decision
thereon.

After the Federal Court of the City of Mar del
Plata issued its injunction, several Municipal
Offices of Consumer Information (“OMIC”,
for its Spanish acronym) and several individuals
filed claims requesting that Cablevisión comply
with Resolution No. 50/10 and the subsequent
resolutions that extended its effectiveness. In
some cases, preliminary injunctions were
granted. In every case, Cablevisión appealed
such preliminary injunctions alleging that
Resolution No. 50/10, as amended, and/or the
subsequent resolutions that extended its
effectiveness, had been suspended with respect
to Cablevisión, its branches and subsidiaries
prior to the issuance of such preliminary
injunctions.

On September 23, 2014, the Supreme Court of
Argentina rendered a decision in re “Application
for judicial review brought by the defendant in
the case Municipality of Berazategui v.
Cablevisión S.A. on claim for the protection of
constitutional rights (acción de amparo)” and
ordered that the cases related to these
resolutions continue under the jurisdiction of
the Federal Court of Mar del Plata that had
issued the decision on the collective action in
favor of ATVC.

Decisions made on the basis of these
consolidated financial statements should
consider the eventual impact that the above-
mentioned resolutions might have on
Cablevisión and its subsidiaries, and the
Company's consolidated financial statements
should be read in light of such uncertainty.

b. Pursuant to the Antitrust Law and to
Broadcasting Law No. 22,285, the transactions
carried out on September 26, 2006 that resulted
in an increase in the indirect interest the
Company held in Cablevisión to 60%,
Cablevisión’s acquisition of 98.5% of Multicanal
and 100% of Holding Teledigital, and
Multicanal’s acquisition of PRIMA (from
PRIMA Internacional (now CMD)), required
the authorization of the CNDC (validated by

the SCI), and the COMFER. On October 4,
2006, the Company, Vistone, Fintech, VLG and
Cablevisión, as purchasers, and AMI CV
Holdings LLC, AMI Cable Holdings Ltd. and
HMTF-LA Teledigital Cable Partners LP, as
sellers, filed for the approval of the acquisition.
After several requests for information, the SCI
issued Resolution No. 257/07, with a prior
opinion of the CNDC in favor of the approval
of the above-mentioned transactions and after
consulting the COMFER and the SECOM,
which did not raise any objections. The
Company was served notice in this respect on
December 7, 2007. Such Resolution was
appealed by five entities. As of the date of these
financial statements, the CNDC has dismissed
the five appeals filed against the above-
mentioned resolution. Four of the entities filed
direct appeals before the judicial branch. Three
of those appeals were dismissed and one is still
pending resolution.

Cablevisión believes that if the CNDC acts as it
did in the case of the three dismissed direct
appeals, the fourth appeal is unlikely to be
admitted.

On June 11, 2008, Cablevisión was served with
a decision of the National Court of Appeals on
Federal Civil and Commercial Matters revoking
a decision rendered by the CNDC on
September 13, 2007, whereby such agency had
dismissed a claim filed by Gigacable S.A. prior
to the December 7, 2007 decision referred to
above. The Court of Appeals revoked CNDC’s
decision only with respect to matters relating to
the conduct of Cablevisión and Multicanal prior
to CNDC’s authorization of the transactions on
December 7, 2007, and ordered an investigation
to determine whether a fine should be imposed
on Cablevisión and Multicanal due to such
conduct. As of the date of these financial
statements, Cablevisión has filed its response,
which is pending analysis by such agency.

c. On December 15, 2008, the shareholders of
Cablevisión approved the merger of Multicanal,
Delta Cable S.A., Holding Teledigital,
Teledigital, Televisora La Plata Sociedad
Anónima, Pampa TV S.A., Construred S.A. and
Cablepost S.A. into Cablevisión, whereby,
effective as of October 1, 2008, Cablevisión, as
surviving company, became the universal
successor to all of the assets, rights and
obligations of the merged companies.

132

The merger commitment was executed on
February 12, 2009 and was filed with the CNV
pursuant to applicable regulations that require
administrative approval. As of the date of these
financial statements, such merger is pending
administrative approval by the CNV and
registration with the IGJ.

On September 8, 2009, Multicanal was served
with CNDC Resolution No. 106/09, dated
September 4, 2009, whereby the CNDC ordered
an audit to articulate and harmonize the several
aspects of Resolution No. 577/09 issued by the
COMFER, whereby it had rejected the merger of
Cablevisión and Multicanal, with Resolution No.
257/07 issued by the Secretariat of Domestic
Trade. Resolution No. 106/09 also sets forth that
the notifying companies shall not, from the
enactment of this Resolution and until the end of
the audit and / or resolution of the CNDC,
remove or replace physical or legal assets.

On September 17, 2009 Judge Dr. Esteban
Furnari of the National Court on Federal
Administrative Matters No. 2, in re “Multicanal
and Other v. Conadeco- Decree 527/05 and
other on Proceeding leading to a declaratory
judgment”, ordered the suspension of the effects
of COMFER Resolution No. 577/09, of
CNDC Resolution No. 106/09, and any other
act resulting therefrom, until a final decision
was rendered in the case.

On December 16, 2009, the Chamber No. 3
of the National Court of Appeals on Federal
Administrative Matters, in re “Multicanal and
other v. CONADECO Decree 527/05 and
other on Proceeding leading to a declaratory
judgment” File No. 14,024/08, granted the
extraordinary appeal filed by Multicanal
and Grupo Clarín against the decision rendered
by that same court on October 23, 2009.
With the granting of that appeal, Cablevisión’s
preliminary injunction regained full force
and effect. Accordingly, on January 8, 2010
Cablevisión notified such circumstance to
the COMFER.

Subsequently, on March 9, 2011, the Supreme
Court of Argentina in re “MULTICANAL and
Other v./ CONADECO - Decree 527/05 and
other on/Proceeding leading to a declaratory
judgment”, granted the appeal by right and the
extraordinary appeal filed by the National
Government and revoked the decision rendered
by Chamber No. 3 of the National Court of

Appeals on Federal Administrative Matters,
which had confirmed the preliminary injunction
requested by Cablevisión in the first instance.
Notwithstanding the foregoing, Cablevisión
believes that this matter does not have a
material impact on the merits of the case.

Notwithstanding the required filings made by
Cablevisión and its shareholders to prove that
they were complying with the commitment
agreed with the CNDC on December 7, 2007
(date on which the SCI granted authorization),
on September 23, 2009, the SCI issued
Resolution No. 641, whereby it ordered the
CNDC to verify compliance with the parties’
proposed commitment by visiting the parties’
premises, requesting reports, reviewing
documents and information and carrying out
hearings, among other things.

On December 11, 2009, Cablevisión notified
the CNDC of the completion and
corresponding verification of the fulfillment of
the voluntary undertakings made by Cablevisión
at the time of the enactment of SCI Resolution
No. 257/07. On December 15, 2009, Chamber
No. 2 of the National Court of Appeals on
Federal Civil and Commercial Matters issued a
preliminary injunction in re “Grupo Clarín S.A.
v. Secretariat of Domestic Trade and other on
preliminary injunctions” (case 10,506/09),
partially acknowledging the preliminary
injunction requested by Grupo Clarín, and
instructing the CNDC and the SCI to notify
Grupo Clarín whenever their own verification
of Cablevisión’s fulfillment of its undertakings
had been concluded, regardless of the result.
Should such agencies have any observations,
they should notify Grupo Clarín within a term
of 10 days. On the same date, the CNDC
issued Resolution No. 1,011/09 whereby it
deemed Cablevisión’s voluntary undertakings
unfulfilled and declared the rescission of the
authorization granted under Resolution No.
257/07.

On December 17, 2009, the National Court of
Appeals on Federal Commercial-Criminal
Matters, Chamber A, decided to suspend the
term to appeal Resolution No. 1,011/09 until
the main case was transferred back to the
CNDC, considering it had been in such court
since December 16, 2009.

On December 17, 2009, the CNDC notified
Cablevisión of the initiation of the motion for

133

execution of Resolution No. 1,011/09. On
December 18, 2009, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters issued an injunction in re
“Grupo Clarín S.A. v. Secretariat of Domestic
Trade and other on preliminary injunctions”,
which suspended the effects of Resolution
No. 1,011/09 until the notice set forth in the
injunction of December 15, 2009 was
served. Accordingly, the CNDC served notice
to Cablevisión by means of Resolution
No. 1,101/09.

On December 30, 2009, Chamber No. 2 of
the National Court of Appeals on Federal Civil
and Commercial Matters issued a preliminary
injunction in re “Grupo Clarín S.A. v. Secretariat
of Domestic Trade and other on preliminary
injunctions”, partially acknowledging Grupo
Clarín’s request and suspending the term for
Grupo Clarín to respond to Resolution
No. 1,101/09 until Grupo Clarín is granted
access to the administrative proceedings related
to the charges brought by the CNDC in its
Opinion No. 770/09 (on which Resolution
No. 1,011/09 was based).

On February 19, 2010, Cablevisión requested
the nullification of the notice, and as a default
argument, submitted the response requested
under Resolution No. 1,101/09. On February
26, 2010, the National Court of Appeals on
Federal Commercial-Criminal Matters approved
the recusation filed by Cablevisión and excluded
the Secretariat of Domestic Trade from the
proceedings.

On March 3, 2010, the Argentine Ministry of
Economy and Public Finance issued Resolution
No. 113 (subscribed by the Minister of
Economy, Dr Amado Boudou) rejecting the
request for the nullification of Resolution
No. 1,011/09, the requests for abstention and
excusation of certain officials, and all the
evidence produced in connection with such
request for nullification. The voluntary
undertakings made by Cablevisión under
Resolution No. 257/07 were deemed
unfulfilled, thus declaring the rescission of the
authorization granted under such resolution.
The parties involved were ordered to take all
necessary actions to comply with such rescission
within a term of six months, and to inform
the CNDC about the progress made in that
respect on a monthly basis. Such resolution
was appealed in due time and form. The appeal

was granted without staying the execution of
judgment.

The appeal is currently pending before
Chamber No. 2 of the National Court of
Appeals on Federal Civil and Commercial
Matters in re “AMI CABLE HOLDING and
other on/ Appeal of the National Antitrust
Commission Resolution”.

On April 20, 2010, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters granted the appeal filed
by Grupo Clarín S.A. in re “Grupo Clarín on
delay in the appeal of the proceedings”, and
decided that the appeal granted by the CNDC
to Grupo Clarín S.A. against Resolution No.
113/10 had the effect of staying such resolution.

The National Government filed an appeal
asking that the Court of Appeals revoke its own
decision with respect to the effect granted
to the April 20 decision, and that it decline its
jurisdiction. It also filed an appeal to have
the case brought before the Supreme Court.
Both appeals were dismissed. Chamber No. 2
requested the administrative file to consider the
appeal and render its decision.

On September 17, 2015, the Court rendered
a decision in favor of Cablevisión, revoking
Resolution No. 113/10 in its entirety. Both
parties were notified of the decision on the
above date.

The National Government - Ministry of
Economy filed an appeal to have the case
brought before the Supreme Court, which was
substantiated in February 2016. Chamber
No. 2 shall decide on the admissibility of that
appeal and decide whether it will or will
not submit the case to the Supreme Court
of Argentina.

Cablevisión believes that it has strong
arguments in its favor to have the decision
revoked. However, it cannot assure that the
outcome will be favorable.

Decisions made on the basis of these financial
statements should consider the eventual impact
that the above-mentioned resolutions might
have on Cablevisión and its subsidiaries, and the
Company's financial statements should be read
in light of such uncertainty.

134

d. Under Proceeding File No. 21,788/08 dated
November 17, 2008, Cablevisión informed the
COMFER about the corporate business
reorganization process effective as of October 1,
2008. In that same act, Cablevisión informed
the COMFER about: i) all the licenses to which
it became universal successor under the
corporate business reorganization process; ii) the
exercise of an option for one of the licenses in
each of the locations where it held multiple
licenses, and iii) the relinquishment of original
licenses and extensions so as to eliminate the
multiple licenses accumulated in each of the
locations where it held multiple licenses. As a
result of such corporate business reorganization
process, Cablevisión became the universal
successor of 158 licenses to exploit
Supplementary Services in several locations
(pursuant to section 44, subsection b) of Law
22,285. To avoid having multiple licenses,
Cablevisión informed the COMFER about its
irrevocable intention to relinquish a total of 78
licenses (including original licenses and
extensions) so as to eliminate all the
supplementary service licenses that exceeded the
limit set for supplementary services in each
location (which was one license per designated
area). Notwithstanding the foregoing, through
Resolution No. 577/COMFER/09, the
COMFER illegitimately decided to withhold
approval of the merger requested by
Cablevisión, requesting Cablevisión to submit a
divestiture plan on the grounds that the license
relinquishments spontaneously communicated
by that company were not sufficient. (See Note
8.1.c and Note 9.4.4).

e. On October 21, 2010, the National
Administration of Domestic Trade served notice
to Cablevisión of (i) a fine of Ps. 5 million for
failing to comply with the duty to inform
(Section 4 of Law 24,240) concerning one of its
promotions and (ii) a fine of Ps. 500,000 for
infringing Section 2, subsection c) of Decree
1153/95 of the regulations to Section 10 of Law
22,802. Cablevisión appealed the fine because it
believed it had strong arguments in its favor.
The file was assigned No. 1281 and submitted
to Chamber No. 2 of the National Court of
Appeals on Federal Administrative Matters. On
October 4, 2011, the Court of Appeals partially
affirmed Resolution 739/10 and reduced the
fine to Ps. 2.2 million, imposing 75% of the
legal costs on Cablevisión. On October 13,
2011 Cablevisión filed a Federal Ordinary
appeal with the Supreme Court of Argentina

and on October 20, 2011 it filed a federal
extraordinary appeal with that same court in the
event that the ordinary appeal may be
dismissed.

On October 21, 2011, Chamber No. 2 of the
National Court of Appeals on Federal
Administrative Matters granted the ordinary
appeal and the legal brief was submitted in due
time and form.

On August 7, 2012 the Supreme Court of
Argentina decided that the Ordinary Appeal had
been wrongly granted.

On December 13, 2012 the Court of Appeals
dismissed the appeal filed by Cablevisión, and
imposed court costs on Cablevisión.

On December 20, 2012 Cablevisión filed an
appeal against the above-mentioned dismissal
since it believed it had sufficient grounds to
have the fine revoked. However, Cablevisión
cannot assure that the outcome of the appeal
will be favorable.

On July 29, 2013 Cablevisión settled the fine in
the amount of Ps. 2.2 million and its
compliance was recorded in the file.

f. On May 31, 2012, Cablevisión was served
notice of Resolution No. 16,819 dated May 23,
2012 whereby the Argentine Securities
Commission (CNV, for its Spanish acronym)
ordered the initiation of summary proceedings
against Cablevisión and its directors, members
of the Supervisory Committee and the Head of
Market Relations for an alleged failure to
comply with the duty to inform. The CNV
considers that Cablevisión failed to comply with
its duty to inform because the investor
community was deprived of its right to become
fully aware of the grounds of a decision
rendered by the Federal Court of Mendoza and
the scope of the powers granted by that court to
the co-administrator appointed in re
“Supercanal S.A. v. Cablevisión S.A. on
protection of constitutional rights”, in addition
to the fact that other self-regulated authorities
were allegedly not notified of the information
furnished by Cablevisión. On June 25, 2012,
Cablevisión filed a response requesting that its
defenses be sustained and all charges dismissed.
On February 6, 2014 Cablevisión submitted the
legal brief for the purpose of discussing the
evidence submitted under File No. 171/2012.

135

Now the CNV’s Board of Directors has to
render its decision. Cablevisión and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure that the outcome of the said
summary proceedings will be favorable to
Cablevisión.

g. Pursuant to CNV Resolution No. 16,834
dated June 14, 2012 notified to the Company
on June 27, 2012, the CNV ordered the
initiation of summary proceedings against the
Company and the members of its Board of
Directors, Supervisory Committee and Audit
Committee in office at the time of the
occurrence of the events that motivated the
proceedings (September 19, 2008) for alleged
failure to comply with the duty to inform.
Under said Resolution, the CNV argues that the
Company allegedly failed to comply with the
duty to disclose the filing of a claim against it
entitled “Consumidores Financieros Asociación
Civil para su defensa and other v. Grupo Clarín
on/Ordinary”, which the CNV considers
relevant. On July 25, 2012, Cablevisión filed a
response petitioning that its defenses be
sustained and that all charges against it be
dismissed. The legal brief on the evidence has
been submitted. The Company and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure the outcome of said summary
proceedings.

h. The Executive Branch of Uruguay issued
Decree No. 73/012, published in the Official
Gazette on March 16, 2012, whereby it
expressly repealed Decree No. 231/011, which
had revoked certain signals' broadcast
frequencies. However, the new decree ratified
and repeated - virtually in identical terms - the
decree that was being repealed, and added
certain provisions that caused further detriment
to the two affected companies with which a
subsidiary of Cablevisión has contractual
arrangements in place. Consequently, on March
23, 2012 the affected companies filed an appeal
requesting that Decree No. 73/012 be revoked.
The appeal is still pending resolution.

separate case, and progressed through the
corresponding instances. The Office of the
Attorney General for Administrative Litigation
Matters, in its opinion No. 412/013 advised the
Court on Administrative Litigation Matters to
grant the motion to suspend the execution of
the challenged resolution for formal reasons, but
the Court dismissed the motion of suspension.
Notwithstanding the foregoing, as of the date of
these financial statements, the government
authority has not yet enforced the decree.

On September 30, 2014, the Court on
Administrative Litigation Matters through its
decisions No. 416/2014 and No. 446/2014
revoked for formal reasons Decrees No. 73/012
and No. 231/011, respectively.

On March 9, 2015, Decree No. 82/015 was
published in the Official Gazette, whereby the
Executive Branch 1) repealed Decree No.
73/012; 2) 16 common stations are awarded to
be held in common (the same stations) by
BERSABEL S.A. and VISION SATELITAL
S.A. for a term of 15 years: Two of the 16
stations are awarded on a secondary basis, which
means that they may be exposed to interferences
and they do not have the right to bring any
claim in connection thereto; 3) use of existing
stations must cease within 18 months of their
award to mobile service operators; 4) both
companies are expressly authorized to increase
the number of TV signals (stations) included in
their respective services making use of
digitization techniques; 5) both companies shall
submit before the Communication Services
Regulatory Agency (“URSEC”, for its Spanish
acronym), within a fixed term of 60 calendar
days as from the date of publication of the
Decree, a technical plan for the migration and
release of stations, which plan shall be assessed
and approved by such agency (such plan was
submitted on May 7, 2015); 6) the Bidding
Terms governing the bid for frequency bands
that were owned by both companies shall
include an economic compensation mechanism
for both companies to cover the expenses
incurred in adapting their systems to the new
stations awarded to them, in the amount of
USD 7,000,000.

136

decision does not change prior considerations
about the terms of Decree No. 82/015 with
respect to both companies due to the fact that
Decree No. 305/015 (which substituted Decree
No. 153/012) confirmed the allocation of
channels 21 through 36 (512 MHz - 608 MHz)
and 38 through 41 (614 MHz - 638 MHz), of
6 MHz each, in the UHF band exclusively for
rendering accessible, free, digital broadcast
television services all over the country, except for
channels 35 (596-602 MHz), 36 (602-608
MHz) and 38 through 41 (614-638 MHz) only
in the geographic area for which BERSABEL
S.A. and VISION SATELITAL S.A. had
received authorization, which will be used solely
for rendering television services to subscribers
through the codified UHF system, as it had
been previously and expressly stated in Section 5
of Decree No. 82/015 (which repealed and
amended the language of Section 1 of the
above-mentioned Decree No. 153/012).

i. On June 4, 2012, the Federal Court of
Appeals of Rosario partially confirmed SCI
Resolution No. 219/2010, whereby the
Secretariat of Domestic Trade found that
Cablevisión and Multicanal had engaged in
market sharing practices in connection with the
paid-television service in the City of Santa Fe
and reduced the fine imposed on each of the
companies involved from Ps. 2.5 million to
Ps. 2 million. However, this decision is not yet
final, because Cablevisión and Multicanal and
the Ministry of Economy filed appeals, which
are still pending before that Court of Appeals.
On October 21, 2014, the Argentine Supreme
Court dismissed the appeals; therefore,
Resolution No. 219/10 became final.

The case is currently pending with the Court
of Appeals of Rosario, which shall order its
referral to the SCI. The SCI, in turn, shall serve
notice to the companies involved in order for
them to pay the fine.

j. On March 1, 2011, the SCI served notice to
Multicanal and Cablevisión of Resolution No.
19/11 whereby the Secretariat of Domestic
Trade found that both companies had engaged
in market sharing practices in connection with
the paid-television service in the City of Paraná
and imposed a fine of Ps. 2.5 million on each of
them. Cablevisión filed an appeal in due time
and form. This appeal was dismissed by the
Federal Court of Appeals of Paraná. Therefore,
Cablevisión filed an appeal with the Argentine

Supreme Court. On November 4, 2011, the
appeal of SCI Resolution No. 19/11 filed
by Cablevisión with the Supreme Court was
partially granted by the Federal Court of
Appeals of Paraná.

On August 30, 2012, the Argentine Supreme
Court dismissed the appeal filed by Cablevisión;
therefore, Resolution No. 19/11 became final.
The case is currently pending with the Court
of Appeals of Paraná, which shall order its
referral to the SCI. The SCI, in turn, shall serve
notice to the companies involved in order for
them to pay the fine.

k. Cablevisión, by itself and as successor of
Multicanal’s operations after the merger, is a
party to several administrative proceedings
under the Antitrust Law, facing charges of
anticompetitive conduct, including territorial
division of markets, price discrimination, abuse
of dominant position, refusal to deal and
predatory pricing, as well as a proceeding filed
by the Cámara de Cableoperadores
Independientes (Chamber of Independent Cable
Operators), challenging the transactions
consummated on September 26, 2006. While
Cablevisión believes that its conduct and that of
Multicanal have always been within the bounds
of the Argentine Antitrust Law and regulations
and that their positions in each of these
proceedings are reasonably grounded, it can give
no assurance that any of these cases will be
resolved in its favor.

l. On January 22, 2010, Cablevisión was served
notice of CNDC Resolution No. 8/10 issued
within the framework of file No. 0021390/2010
entitled “Official Investigation of Cable
Television Subscriptions (C1321)”. Pursuant to
this Resolution, Cablevisión, among other
companies, was ordered to refrain from
conducting collusive practices and, particularly,
from increasing the price of cable television
subscriptions for a term of 60 days, counted as
from the date compliance with all required
notices is certified in the records of the case. As
established by that Resolution, companies that
have already increased the price of the
subscriptions shall return to the price applicable
in November 2009 and maintain such price for
the abovementioned term.

On February 2, 2010, by means of Resolution
No. 13/10, the CNDC ordered Cablevisión to
refund to its subscribers in the March 2012

137

invoices the amount of any price increase made
after the date of CNDC Resolution No. 8/10.

Cablevisión appealed both resolutions in due
time and form and their effects were suspended
by an injunction issued by Chamber No. 2 of
the National Court of Appeals on Federal Civil
and Commercial Matters at the request of
Cablevisión. The National Government filed an
appeal with the Supreme Court against this
decision, and the appeal has been dismissed.

On October 4, 2011, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters granted the appeal filed
against both decisions in re “Cablevisión and
Other on Appeal against the Decision rendered
by the National Antitrust Commission” (File
1,473/2010), declaring Resolution No. 8/10
moot and nullifying Resolution No. 13/10.

The National Government filed an appeal with
the Supreme Court of Argentina against the
decision rendered by Chamber No. 2, which
was granted and is now pending before the
Supreme Court of Argentina.

m. On October 28, 2010, Cablevisión was
served notice of the National Administration of
Domestic Trade’s resolutions imposing two fines
of Ps. 5 million each, for allegedly failing to
observe the typographic character requirements
under applicable regulations (Resolution
906/98) when informing its subscribers of the
increase in the price of their cable television
subscriptions. Cablevisión appealed the fines on
November 12, 2010 because it believes it has
strong grounds in its favor. However, it cannot
assure that the outcome will be favorable. One
of the files was assigned No. 1280 and is
pending before Chamber No. 1 of the Federal
Administrative Court of Appeals, and the other
one was assigned No. 1,278 and is pending
before Chamber No. 5 of the Federal
Administrative Court of Appeals.

n. The litigation brought before the Civil,
Commercial, Mining and Labor Court of the
City of Concarán, Province of San Luis, in early
2007 in re “Grupo Radio Noticias SRL v.
Cablevisión and others”, is still pending before the
Federal Court in Administrative Matters No. 2.

The purpose of that claim was to challenge the
share transfers mentioned in Note 8.1.c.
and to request the revocation of Cablevisión’s

broadcasting licenses. Cablevisión has responded
to such claim and believes it is very unlikely that
it will be admitted. The claimant has abandoned
the claim it had brought, and the claimant's
attorney must provide evidence of his attorney
powers.

o. The Government of the City of Mar del Plata
enacted Ordinance No. 9163, governing the
installation of cable television networks. Such
ordinance was amended and restated by
Ordinance No. 15,981 dated February 26,
2004, giving cable companies until December
31, 2007 to adapt their cable networks to the
new municipal requirements. The ordinance sets
forth that in those areas where street lighting
has underground wiring, cable television
networks are to be placed underground. In this
sense, the Executive Department of the
Municipality of General Pueyrredón has
submitted to the Municipal Council a proposed
ordinance extending the term provided until
December 31, 2015. Such ordinance is ready for
discussion by legislators. Even though the
ordinance provides for certain penalties that
may be imposed, the City has not imposed such
penalties to cable systems that are not in
compliance with such ordinance.

p. On November 27, 2012 the National
Administration of Domestic Trade served
Cablevisión with Resolution No. 308/2012,
whereby it imposed a Ps. 5 million fine on that
company alleging that it had failed to comply
with Section No. 4 of the Antitrust Law
(increase in the subscription price of cable
television services/wrongful information
provided by Customer Service, which informed
by mail that SCI Resolution No. 50/10 and the
supplementing resolutions are suspended on
grounds of unconstitutionality, when in fact
they have been suspended by an injunction).
On December 11, 2012 Cablevisión appealed
Resolution No. 308/2012. The administrative
file No. S01:0312056/2011 was sent by the
National Administration of Domestic Trade to
the National Court of Appeals on Federal
Administrative Matters. It is now pending
before Chamber No. 1 in re “Cablevisión SA v.
DNCI Res. 308/12 and Other” (File 140/13). A
decision has not been rendered yet.

Cablevisión and its legal advisors believe that the
company has strong arguments in its favor.
Nevertheless, Cablevisión cannot assure that the
revocation of the fine will be resolved in its favor.

138

q. On July 5, 2013, the National
Administration of Domestic Trade served notice
to Cablevisión of Resolution No. 134/2013,
whereby it imposed a fine of Ps. 500,000 for
breach of Section 2 of Resolution ex S.I.C. y M.
No. 789/98, which regulates the Business
Loyalty Law No. 22,802. Cablevisión appealed
that resolution on July 16, 2013. The
administrative file was sent by the National
Administration of Domestic Trade to the
National Court of Appeals on Federal
Administrative Matters. It is now pending
before Chamber No. 3 in re “Cablevisión SA v.
DNCI Res. 134/13 and Other” (File
36044/13). On May 20, 2014, Chamber No. 3
partially granted the appeal filed by Cablevisión
and reduced the fine to Ps. 300,000 and ordered
that each party shall bear its own legal costs. On
June 9, 2014, Cablevisión filed an appeal with
the Argentine Supreme Court. On September
18, 2014, Cablevisión was served notice of the
extraordinary appeal filed by the National
Government, and on October 2, 2014 that
company filed a response. On October 9, 2014,
the Chamber dismissed both appeals.

On October 08, 2010, the National
Administration of Domestic Trade served notice
to Cablevisión of Resolution No. 697/2010,
whereby it imposed a fine of Ps. 500,000 for
breach of Section 21 of the Business Loyalty Law
No. 22,802. Cablevisión appealed that resolution
on October 26, 2010. The administrative file
was sent by the National Administration of
Domestic Trade to the National Court of Appeals
on Federal Administrative Matters. It is now
pending before Chamber No. 3 in re
“Cablevisión SA v. DNCI Res. 697/2010 (File
S01:80822/10) and Other” (File 1,277/2011).
On December 29, 2011 the Court of Appeals
dismissed the appeal filed by Cablevisión, and
imposed court costs on Cablevisión. On February
22, 2012, Cablevisión filed an appeal with the
Argentine Supreme Court. The appeal was
dismissed by the Chamber on April 10, 2012.
On April 26, 2012, Cablevisión filed an appeal
against the above-mentioned dismissal. The
Supreme Court of Argentina granted the appeal
and revoked the decision against which
Cablevisión had filed the appeal with legal costs
to be borne by the National Administration of
Domestic Trade, and ordered that the case be
sent back to the court of first instance for it to
render a new decision based on the precedent
indicated in its ruling.

r. On March 16, 2012, CNV issued Resolution
No. 16,765 whereby it ordered the initiation of
summary proceedings against Cablevisión, its
directors and members of the Supervisory
Committee for an alleged failure to comply with
the duty to inform. The CNV considers that
Cablevisión failed to comply with its duty to
inform because the investor community was
deprived of its right to become fully aware of
the Decision rendered by the Supreme Court of
Argentina in re "Application for judicial review
brought by the National Government Ministry
of Economy and Production of the case
Multicanal S.A. and other v/CONADECO
Decree No. 527/05” and other, and also
considers that Cablevisión did not disclose
certain issues related to the information required
by the CNV in connection with its Class 1 and
2 Noteholders' Extraordinary Meetings held on
April 23, 2010. On April 04, 2012, that
company filed a response requesting that its
defenses be sustained and that all charges against
it be dismissed. The discovery stage has been
closed. The legal brief has already been
submitted. Cablevisión and its legal advisors
believe that the company has strong arguments
in its favor. Nevertheless, Cablevisión cannot
assure that the outcome of the summary
proceedings will be favorable.

s. On August 28, 2015, Cablevisión was served
notice of Resolution No. 17,769 dated August
13, 2015 whereby the CNV ordered the
initiation of summary proceedings against
Cablevisión and its directors, members of the
Supervisory Committee and the Head of
Market Relations for an alleged delay in the
submission of the required documentation. The
CNV considers that Cablevisión failed to
comply with effective regulations because it filed
certain documentation outside the regulatory
term set by CNV rules (T.R. 2013, as
amended). Cablevisión, as well as its directors,
members of the Supervisory Committee and
Head of Market Relations filed a response in
due time and form requesting that its defenses
be sustained and all charges dismissed.
Cablevisión and its legal advisors believe that
the company has strong arguments in its favor.
Nevertheless, Cablevisión cannot assure that the
outcome of the said summary proceedings will
be favorable to Cablevisión. On January 20,
2016, the preliminary hearing was held
pursuant to Section 138 of Law No. 26,831 and
Article 8, Subsection b.1. of Section II, Chapter
II, Title XIII of the Regulations (T.R. 2013).

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8.2 Claims and Disputes with Governmental

Agencies
a. In connection with the decisions made at the
Company's Annual Ordinary Shareholders'
Meeting held on April 28, 2011, on September
1, 2011 the Company was served with a
preliminary injunction in re “National Social
Security Administration v. Grupo Clarín S.A. re
ordinary proceeding” whereby the Company
may not in any way dispose, in part or in whole,
of the Ps. 387,028,756 currently recorded under
the retained earnings account, other than to
distribute dividends to the shareholders.

On the same date, the Company was served
with a claim brought by Argentina’s National
Social Security Administration requesting the
nullity of the decision made on point 7
(Appropriation of Retained Earnings) of the
agenda of the Annual Ordinary Shareholders’
Meeting held on April 22, 2010. As of the date
of these financial statements, the Company has
duly answered the complaint and the
intervening judge has ordered discovery
proceedings.

On November 1, 2011, the CNV issued
Resolution No. 593, which provides that at
shareholders’ meetings in which financial
statements are considered shareholders must
expressly decide to, either distribute as dividends
any retained earnings that are not subject to
distribution restrictions and that may be disposed
of pursuant to applicable law or capitalize such
retained earnings and issue shares, or appropriate
them to set up reserves other than legal reserves,
or a combination of the above.

On July 12, 2013 the Company was served
notice of Resolution No. 17,131; dated as of
July 11, 2013 whereby the CNV declared that
the administrative effects of the decisions
adopted at the Annual Ordinary General
Shareholders’ Meeting held on April 25, 2013
were irregular and ineffective, based on
allegations that are absolutely false and
irrelevant. According to the Company and its
legal advisors, Resolution No. 17,131 is, among
other things, null and void, because it lacks
sufficient grounds and its enactment is a clear
abuse of authority and a further step in the
National Government's attempt to intervene in
the Company. On October 11, 2013 Chamber
No. 5 of the National Court of Appeals on
Federal Administrative Matters issued a
preliminary injunction in re “Grupo Clarín S.A.

v. CNV - Resol No. 17.131/13 (File 737/13)”
File No. 29,563/2013, whereby it suspended the
effects of Resolution No. 17.131/2013 dated
July 11, 2013 which had rendered irregular and
with no effect for administrative purposes the
Company’s Annual Ordinary Shareholders’
Meeting held on April 25, 2013. As of the date
of these financial statements, the preliminary
injunction is still in effect.

In August 2013 the Company was served with a
nullification claim brought by Argentina’s
National Social Security Administration relating
to the Annual Ordinary Shareholders' Meeting
held on April 28, 2011 whereby it requested the
nullity of all the decisions made at such meeting
and, as a default argument, the nullity of the
decisions made on points 2, 4 and 7 of that
meeting's agenda, as well as the nullity of the
decisions made at the Extraordinary Meetings of
Class A, B and A and B Shareholders. As of the
date of these financial statements, the Company
has filed a response in due time and form.

On September 17, 2013 the Company was
served with a nullification claim brought by
Argentina’s National Social Security
Administration relating to the Annual Ordinary
Shareholders' Meeting held on April 26, 2012
whereby it requested the nullity of all the
decisions made at such meeting and, as a default
argument, the nullity of the decisions made on
points 8 and 4 of that meeting's agenda, as well
as the nullity of the decisions made at the
Extraordinary Meetings of Class A, B and A and
B Shareholders. As of the date of these financial
statements, the Company has filed a response in
due time and form.

On March 21, 2014, the Company was served
notice of a claim brought by Argentina’s National
Social Security Administration in re “National
Social Security Administration v. GRUPO
CLARÍN S.A. on Ordinary Proceeding” File No.
74,429, pending before the National Court of
First Instance on Commercial Matters No. 17,
Clerk’s Office No. 34. This claim seeks to nullify
and challenge the corporate decisions made at the
Shareholders' Meeting held on April 25, 2013
and those made at the Board of Directors’
Meeting held on April 26, 2013. As of the date
of these financial statements, a response to the
claim had been filed.

On September 16, 2014, the Company received a
communication from its controlling shareholder,

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GC Dominio S.A., whereby that company
informed that it had been summoned to court as a
third party in re “National Social Security
Administration v. Grupo Clarín S.A. on Ordinary
Proceeding”, pending before the National Court of
First Instance on Commercial Matters No. 17,
Clerk’s Office No. 33. As of the date of these
financial statements and as informed by GC
Dominio S.A., that company has filed a response
to the above-mentioned claim.

According to the Company and its legal
advisors, the outstanding claims requesting the
nullification of the Shareholders’ Meetings have
no legal grounds. Therefore, they believe that
the Company will not have to face adverse
consequences in this regard.

b. The Argentine Federal Revenue Service
(“AFIP”) served the subsidiary CIMECO with a
notice challenging its income tax assessment for
fiscal years 2000, 2001 and 2002. In such
notice, the AFIP challenged mainly the
deduction of interest and exchange differences
in the tax returns filed for those years. If AFIP’s
position prevails, CIMECO’s maximum
contingency as of December 31, 2015 would
amount to approximately Ps. 12.3 million for
taxes and Ps. 38.2 million for interest.

CIMECO filed a response, which was dismissed
by the tax authorities. The tax authorities issued
their own official assessment and imposed
penalties. CIMECO appealed the tax
authorities’ resolution before the National Tax
Court on August 15, 2007.

During the year ended December 31, 2010,
CIMECO received a pro forma income tax
assessment from the AFIP for fiscal periods
2003 through 2007, as a consequence of AFIP’s
challenge to CIMECO’s income tax assessments
for the periods 2000 through 2002 mentioned
above. CIMECO filed a response before AFIP,
rejecting such assessment and requesting the
suspension of administrative proceedings until
the Federal Tax Court renders its decision on
the merits.

that had been estimated originally, as a result of
the method used to calculate certain deductions.
CIMECO responded to the assessment rejecting
all of the adjustments and requesting that the
proceedings be rendered without effect and
filed, with no further actions to be taken.

On April 26, 2012, the AFIP issued a new
official assessment comprising the fiscal years
2003 through 2007, in which it applied the
same method for the calculation as that used for
the administrative settlement, claiming a total
liability of Ps. 120 million. On May 21, 2012,
an appeal was filed with the Federal Tax Court.

CIMECO and its legal and tax advisors believe
CIMECO has strong grounds to defend the
criteria adopted in their tax returns and that
AFIP’s challenges will not be admitted by the
Federal Tax Court. Accordingly, CIMECO has
not booked an allowance in connection with the
effects such challenges may have.

c. On September 10, 2010, the AFIP served
TRISA with a notice with objections to its
income tax assessment, with respect to the
application of the withholding regime set forth
under the section following section 69 of the
Income Tax law, for fiscal years 2004, 2005 and
2006. If AFIP’s position prevails, TRISA’s
contingency would amount to approximately Ps.
28.9 million, out of which Ps. 9.3 million
would correspond to taxes on dividend
payments made during those years, Ps. 6.5
million to a 70% fine on the omitted tax, and
Ps. 13.1 million to late-payment interest.

TRISA filed a response, which was dismissed by
the tax authorities. On December 20, the tax
authorities issued their own official assessment
and imposed penalties. TRISA appealed the tax
authorities’ resolution before the National Tax
Court on February 8, 2011.

TRISA and its legal and tax advisors believe that
TRISA has strong grounds to defend its
position and that AFIP’s challenges will not be
admitted by the Federal Tax Court. Accordingly,
TRISA has not booked a provision in
connection with the effects such challenges may
have.

d. On August 13, 2012, the parent company
GC Dominio S.A. was served notice of a claim
brought by the Argentine Superintendency of
Legal Entities (IGJ) whereby that agency seeks

141

to annul the registration with the Public
Registry of Commerce of the appointment of
GC Dominio S.A.'s authorities, approved at the
Shareholders’ Meeting held on May 17, 2011.
The claim is pending before the Federal Court
of First Instance on Commercial Matters No.
25, Clerk’s Office No. 49 (“Inspección General
de Justicia v. Dominio S.A. on/Ordinary”, File
No. 58652). The claim brought by the IGJ
seeks to annul the registration with IGJ of the
appointment of GC Dominio S.A.'s authorities,
approved at the Annual Ordinary General
Shareholders’ Meeting of GC Dominio held on
May 17, 2011. The appointment was registered
with the IGJ on April 23, 2012 under No.
7147, Book No. 59 of Share Companies.
According to the IGJ and as the case file is said
to show, GC Dominio has allegedly failed to
comply with certain regulations applicable to
foreign shareholders upon registration of the
appointment of authorities. Also within the
framework of this claim, the Court issued an
injunction in favor of the IGJ ordering that the
existence of this claim be duly noted. The Court
of Appeals has confirmed the decision to order
that the existence of this claim be duly noted.

GC Dominio S.A.'s legal advisors have strong
grounds to argue that the resolution of IGJ’s
claim seeking the de-registration of the
appointment of authorities has serious defects
and infringes the guarantees of reasonableness
and due process; a principle that derives from
the constitutional guarantee of defense in court,
which entails the right to be heard and to
produce evidence to contradict a claim. GC
Dominio S.A. has appealed such injunction
because it considers that the IGJ has not shown
that its legal arguments are, at least, plausible.

directors made a spontaneous appearance and
filed a response and produced documentary
evidence. Certain charges pressed by
Representative Di Tullio were also added to the
case. In addition, the Prosecutor requested that
the charges be investigated and that certain
evidentiary measures be taken which have not yet
been fulfilled as of the date of these financial
statements.

In March 2014, the intervening prosecutor
Miguel Angel Osorio broadened the request for
evidence with regard to intercompany
movements between Cablevisión and certain
subsidiaries, all of which were regular and had
been duly recorded.

The Company and its legal advisors consider
that there are strong arguments in the
Company's favor, and have gathered evidence
that supports the lack of involvement of anyone
in any such unlawful maneuvers. However, they
cannot assure that the outcome of this action
will be favorable.

f. By means of Resolution 16,364/2010, dated
and notified to AGEA as of July 15, 2010, the
CNV’s Board of Directors decided to initiate
summary proceedings against AGEA and certain
current and past members of its board of
directors and supervisory commission, for
alleged infringement of the Argentine Business
Associations Law, Decree No. 677/01 and Law
No, 22,315. AGEA, as well as the current and
past members of the board of directors and
supervisory commission who are subject to the
summary proceedings, duly filed their respective
responses.

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2002. The AFIP ordered the restatement of the
tax returns and the remittance of the
corresponding amounts. AGEA filed an appeal
against such resolution. Notwithstanding the
foregoing, in re “AEDBA and Other v. Ministry
of Economy Resolution No. 58/10”, the Federal
Court on Administrative Matters No. 6 issued
an injunction ordering AFIP to refrain from
initiating and/or continuing with the
administrative proceeding/s and/or any act that
would entail the enforcement of the amounts
payable under Resolution No. 3/13, until a final
decision is rendered. Notwithstanding the
foregoing, AGEA cannot assure that the appeal
will be resolved in its favor.

h. On April 9, 2013, Cablevisión was served
notice of AFIP Resolution No. 45/13 dated
April 3, 2013, whereby such agency imposed
penalties in a summary proceeding against that
company with respect to compliance with
General Resolution No. 3,260/12. Cablevisión
filed an appeal, which has staying effects on the
execution of those penalties.

i. Pursuant to Resolution No. 17,522 issued on
September 18, 2014 and notified to AGEA on
September 24, 2014, the Board of Directors of
the CNV decided to initiate summary
proceedings against AGEA, certain current and
past members of its Board of Directors and
supervisory commission -who occupied those
positions between September 19, 2008 and the
present date- and against that company's Head
of Market Relations, for an alleged failure to
comply with the duty to inform that AGEA was
a co-defendant in re “CONSUMIDORES
FINANCIEROS ASOCIACION CIVIL PARA
SU DEFENSA AND OTHER V. GRUPO
CLARIN S.A. AND OTHER on EXPEDITED
SUMMARY PROCEEDING” (File No.
065441/08). The summary proceeding is
grounded on an alleged failure to comply with
Article 5, subsection a), the first part of Article
6 and Article 8, subsection a) part V) of the
Annex to Decree No. 677/01; with Articles 1, 2
and 3, subsection 9) of Chapter XXI of the
REGULATIONS (T.R. 2001 as amended)
-now Article 1 of Section I, Chapter I, Title XII
of the REGULATIONS (T.R. 2013 as
amended); with Articles 2 and 3 subsection 9)
of Section II, Chapter I, Title XII of the
REGULATIONS (T.R. 2013 as amended); with
Article 11 subsection a.12) of Chapter XXVI of
the REGULATIONS (T.R. 2001 as amended) -
now Article 11 subsection 13) of Section IV,

Chapter I, Title XV of the REGULATIONS
(T.R. 2013 as amended); with Article 99 and
100 of Law No. 26,831; and with Articles 59
and 294 subsection 9) of Law No. 19,550.
AGEA, and the current and past members of
the Board of Directors and supervisory
commission who are subject to the summary
proceedings, duly filed their respective
responses. On February 11, 2015, the
preliminary hearing was held pursuant to Article
8, subsection b.1.), Title XIII, Chapter II,
Section II of the Regulations (T.R. 2013, as
amended). On August 19, 2015, the company
submitted the legal brief for the discovery stage.

j. On February 27, 2013, the AFIP served IESA
with a notice stating the income tax and value
added tax charges assessed for fiscal period 2008
and ordering the initiation of summary
proceedings for alleged omitted taxes. The AFIP
mainly challenged the deduction of certain
expenses and fees, as well as the calculation of the
corresponding tax credit. IESA filed an appeal in
connection thereto, which is currently pending
before the National Tax Court. The official
assessment amounts to Ps. 1.4 million for income
tax and Ps. 3 million for late-payment interest,
calculated as of December 31, 2015.

The official value-added tax assessment amounts
to Ps. 0.8 million for tax differences and Ps. 1.8
million for late-payment interest, calculated as
of December 31, 2015.

On October 21, the AFIP served IESA with a
notice stating the income tax and value added
tax charges assessed for fiscal period 2009 and
ordered the initiation of summary proceedings
for alleged omitted taxes. In this case, the AFIP
mainly challenged the deduction of fees, as well
as the calculation of the corresponding tax
credit. IESA filed an appeal in connection
thereto, which is currently pending before the
National Tax Court. The official assessment
amounts to Ps. 1.2 million for income tax and
Ps. 2.4 million for late-payment interest,
calculated as of December 31, 2015.

The official value-added tax assessment amounts
to Ps. 0.4 million for tax differences and Ps. 1.1
million for late-payment interest, calculated as
of December 31, 2015.

IESA and its legal and tax advisors believe that
it has strong arguments in its favor to defend
the criterion adopted in its tax returns.

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8.3 Other Claims and Disputes
a. On June 22, 2007, TSC executed several
documents with AFA, applicable from the
2007/2008 until the 2013/2014 soccer seasons,
whereby TSC held all the broadcasting rights for
ten of the Argentine soccer first division official
tournament matches played each week.

On August 13, 2009 AFA notified TSC of its
decision to terminate unilaterally the above-
mentioned agreement. TSC challenged AFA’s
unilateral termination of the agreement and, in
order to safeguard its rights, on June 15, 2010 it
brought a legal action against AFA before a
commercial court for contractual breach and
damages.

AFA summoned the National Government as a
third party, and the National Government was
incorporated to the proceedings. The National
Government requested that the case be submitted
to the Court on Federal Administrative Matters.
The request was dismissed by the Commercial
Court of Appeals, which ratified the jurisdiction
of the Commercial Court.

The National Government filed an appeal in
connection with the jurisdictional conflict with
the Supreme Court of Argentina, which
dismissed the appeal and ordered that the file be
submitted to the Court of First Instance for the
initiation of discovery proceedings.

FADRA undertook to pay damages for an
aggregate and final amount of Ps. 16.5 million
in 23 monthly and consecutive installments. In
addition, it assigned all of its equity interest in
TCM, which represents 20% of its capital stock
and votes. The parties also settled the claims
brought against FADRA in re “Mundo Show v.
FADRA on pending cash collection, File No.
10041/2012”, whereby FADRA paid Ps. 1.5
million in exchange for the dismissal of the legal
actions.

c. Pursuant to a notarial certificate issued on
September 19, 2008, AGEA and the Company
were served with a legal action brought by an
entity representing consumers and alleged
financial victims (and by six other individuals).
Claimants are Multicanal noteholders who
claim to be allegedly affected by Multicanal’s
APE. The claim is grounded on a Consumer
Defense Law that, in general terms, provides for
an ambiguous procedure that is very strict
against the defendant.

The Company, AGEA and certain directors and
members of the supervisory committee and
shareholders have been served with the claim.
After rejecting certain preliminary defenses
presented by the defendants, such as the
application of statutes of limitation and the
failure to comply with prior mediation
procedures, the claim followed ordinary
procedure and the above-mentioned persons
duly filed their respective responses.

d. On September 16, 2010 the Company was
served with a claim brought against it by
Consumidores Financieros Asociación Civil
para su Defensa. The plaintiff claims a
reimbursement of the difference between the
value of the shares of the Company purchased
at their initial public offering and the value of
the shares at the time a decision is rendered in
the case. The Company has duly responded to
the claim and the intervening Court has deemed
the claim responded.

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constructions which, under the appearance of
being included in the new regulations of the
Argentine Capital Markets Law, only sought to
discredit the Board of Directors and caricature
its management, creating pretexts that may lead
to an intervention of the Company without
judicial control pursuant to the new powers
vested on the CNV by Capital Markets Law
No. 26,831. On April 26, 2013, the Board of
Directors decided to press charges on the same
grounds.

Consequently, the Company sent a letter to the
CNV, in which it clearly stated that what had
happened at that Meeting could not be
considered in any way as an acknowledgment of
the legitimacy of the powers vested on the CNV
by Law No. 26,831 and/or the regulations that
may be issued in the future. The letter also
stated that the Company reserved its right to file
the pertinent legal actions at any time to request
the declaration of the evident
unconstitutionality of that law. It also requested
the CNV to refrain from performing any act or
issuing any resolution that would lead to the
execution of the plan of which they had been
accused before the courts.

f. On May 30, 2013, Pem S.A. was served
notice of a claim in re “TELEVISORA
PRIVADA DEL OESTE S.A. v. GRUPO
CLARÍN S.A. AND OTHERS on
ORDINARY” File No. 99078/2011, which is
pending before the Federal Commercial Court
No. 16 of First Instance, Clerk’s Office No. 32.
The claim seeks damages resulting from certain
decisions made with respect to Televisora
Privada del Oeste S.A. Cablevisión and the
Company, among others, are defendants in such
lawsuit. Cablevisión was served with the claim
and filed a response in due time and form.
Notice of the claim is being served on the other
co-defendants. According to the Company’s
legal advisors, the chances of success of the
claim are low because the damages claimed are
clearly overstated, the actual damage invoked
does not exist and the claim is procedurally
inappropriate, on both a factual and legal basis.
Pem S.A. filed a response and, to date, the judge
has not ordered discovery proceedings yet
because the claim has not been served on the
other defendants. In view of the level of conflict
that has arisen among the parties and the length
of time it is taking to reach a solution,
Cablevisión cannot ascertain the outcome of
this claim.

g. In March 2012, ARTEAR brought a
summary action for the protection of
constitutional rights against the National
Government (Chief of the Cabinet of Ministers
and Secretariat of Public Communication) and
against Messrs. Juan Manuel Abal Medina and
Alfredo Scoccimarro, in order to request that
the National Government cease in the arbitrary
and discriminatory allocation of official
advertising with respect to Arte Radiotelevisivo
Argentino S.A. ARTEAR requested (i) that the
court order the maintenance of a balanced
allocation with respect to the amount of official
advertising received in previous years, and in
particular prior to 2008, and with respect to the
amount of official advertising allocated to other
broadcasters of similar characteristics, and (ii)
that the conduct of the above-mentioned
officials be declared illegitimate, on account of
their having abusively exercised their
discretional power to manage public funds
destined to official advertising, discriminating
against Canal 13, which is owned by ARTEAR.

On February 11, 2014, the Supreme Court of
Argentina decided in re “Arte Radiotelevisivo
Argentino S.A. v. National Government - Chief
of the Cabinet of Ministers and Media
Secretariat on summary action for the
protection of constitutional rights (acción de
amparo) Law No. 16,980” to confirm the
decision rendered in that respect by Chamber
No. 4 of the National Court of Appeals on
Federal Administrative Matters. This Court
admitted the summary action brought by
ARTEAR and ordered the National
Government to provide for the drafting and
submission to the first instance court of a
scheme for the allocation of official advertising
that included the broadcasters with
characteristics analogous to those of ARTEAR.
Among those broadcasters, the Court of Appeals
included América TV S.A. (Canal 2), Telearte
S.A. (Canal 9), Televisión Federal S.A. (Canal
11), ARTEAR (Canal 13) and SNMP S.A. and
RTA S.E. (Canal 7). The allocation scheme
must faithfully conform to the guidelines of
proportionality and equity set forth in the
ruling. The term for submitting the allocation
scheme was set at thirty days after that decision
became final. As of the date of these financial
statements, ARTEAR brought two claims for
non-compliance with that decision before the
National Court of First Instance on Federal
Administrative Matters No. 12, Clerk’s Office
No. 23. ARTEAR obtained a favorable decision

145

and, as of the date of these financial statements,
the Court of Appeals is reviewing the judge's
decision and considering ARTEAR’s request
that fines be imposed on the defendant for not
complying with the Supreme Court’s decision.

After ARTEAR had filed several complaints
denouncing non-compliance with the decision
rendered by the Supreme Court, the judge of
the National Court of First Instance on Federal
Administrative Matters No. 12, Clerk’s Office
No. 23 admitted these complaints in June 2015.
The judge held that the defendant had not
complied with the Supreme Court's decision
and ordered that it begin to comply going
forward.

h. The claimants representing media companies
in re “AEDBA and Other v. National
Government -Decree No. 746/03- AFIP on
Incidental Procedure” pending before the Court
on Federal Administrative Matters No. 4
requested that media companies represented by
the claimants be granted the right to have a
differential VAT regime as undertaken by the
National Government under Decree No.
746/03 and the rules and regulations issued in
connection thereto.

On October 30, 2003, a preliminary injunction
was issued in connection with the above-
mentioned file, ordering the National
Government to maintain the effectiveness of the
benefit granted under Decree No. 746/03. The
National Government filed an appeal against
that decision and on November 6, 2008, the
Court of Appeals granted the request to have
the injunction revoked, among other things. On
November 27, 2008, the claimants filed an
appeal with the Supreme Court of Argentina
requesting the suspension of the enforcement of
such ruling.

to all media companies; (iii) the tax policy must
not be biased and cannot be used as a way to
curtail freedom of speech; (iv) the alternative
solution that had to be sought ruled out, as a
matter of principle, the application of the
general regime; (v) even though the merits have
not been decided upon (differential VAT
regime), the injunction that had been issued in
connection thereof shall remain effective until
such a solution to the matter is reached; (vi) the
legal entities that met the obligations within the
scope of the injunction shall not be deemed
delinquent; and (vii) the judge of the first
instance court shall render an urgent decision
on the merits.

On December 10, 2014, the Federal Court on
Administrative Matters No. 4 rendered a
decision on the merits in re AEDBA and other
v. National Government Decree No. 746/03
and other on Proceeding leading to a
declaratory judgment” ordering, among other
things, that: The claimants (media companies)
have the standing to sue; that the judge cannot
legislate because only the Legislative Branch is
empowered to do so; that, pursuant to the
enactment of Law No. 26,982, the obligation
undertaken by the Executive branch has already
been met since the differential VAT rates have
already been set and, therefore, the claim is
moot; that, based on the decision rendered by
the Supreme Court of Argentina, the companies
cannot be deemed delinquent.

Given the fact that the above-mentioned
decision opposes and contradicts the grounds
stated by the Supreme Court, the claimants
(AEDBA, ARPA, ADIRA, as well as other
associations) filed an appeal against the decision
rendered by the above-mentioned court of first
instance with the corresponding Court of
Appeals. On October 1, 2015, Chamber II of
the Court of Appeals on Federal Administrative
Matters admitted the appeals filed by the
claimants and revoked the decision rendered by
the Court on Federal Administrative Matters
No. 4, ordering that the effectiveness of the
preliminary injunction be maintained and
authorizing the calculation of employer’s
contributions as tax credit on VAT until the
Executive Branch complies with the provisions
of Decree No. 746/03.

On December 3, 2015, the Supreme Court of
Argentina dismissed the appeal filed by the
Executive Branch. Therefore, the decision

146

rendered by the Court of Appeals became firm
and final.

As a result of the foregoing, AGEA and some of
its subsidiaries and Radio Mitre started to
calculate employer’s contributions as tax credit
on VAT as from November 2014.

As a result of the foregoing, ARTEAR and some
of its subsidiaries started to calculate employer’s
contributions as tax credit on VAT as from July
2015.

i. On October 3, 2014, ARTEAR and some of
its subsidiaries submitted a request to join the
Association of Argentine Private Broadcasters
(“ARPA”, for its Spanish acronym), which
became effective as from June 2015. As a result
of the above-mentioned incorporation, that
company became eligible to enjoy the benefit,
provided under Decree No. 746/03, of
calculating employer’s contributions as tax credit
on VAT.

ARPA is a party to “Association of Newspaper
Publishers of the City of Buenos Aires (AEDBA,
for its Spanish acronym) and other -ADIRA,
AAER, ATA AND ARPA- v. National
Government - Decree No. 746/03 - AFIP on
Autonomous Preliminary Injunction”, in respect
of which the Supreme Court of Argentina
rendered a decision on October 28, 2014. These
associations had requested a preliminary
injunction ordering the Executive Branch to
maintain the effectiveness of the benefit of
calculating employer’s contributions as tax credit
on VAT, pursuant to Decree No. 746/03, for
the companies that belong to these associations,
or else, as a default argument, ordering the
AFIP to refrain from claiming payment on the
corresponding taxes. In addition, the Court
confirmed the decision on the extended
preliminary injunction stating that,
notwithstanding the decision, the claimants
shall not be deemed delinquent within the
framework of the preliminary injunction. On
October 1, 2015, Chamber II of the Court of
Appeals on Federal Administrative Matters
admitted the appeals filed by the claimants and
revoked the decision rendered by the Court on
Federal Administrative Matters No. 4, ordering
that the effectiveness of the preliminary
injunction be maintained and authorizing the
calculation of employer’s contributions as tax
credit on VAT until the Executive Branch
complies with the provisions of Decree No.
746/03.

On December 3, 2015, the Supreme Court of
Argentina dismissed the appeal filed by the
Executive Branch. Therefore, the decision

j. Cablevisión, together with its merged
companies and ATVC, brought a claim
requesting the Judicial Branch, through a final
decision rendered in a contradictory trial, to
declare: 1) that the National Government
undertook the obligation to provide an
alternative solution to the repeal of the regime
established under Section 52 of Decree No.
1,387/01 for companies that render
supplementary broadcasting services and cable
television services, which shall contemplate the
reasons for excluding these companies from the
repeal of Decree No. 1,387/01 through Decree
No. 746/03, and 2) that while the Government
considers the situation of those companies to
find such an alternative solution, it shall
maintain the effectiveness of the regime
established under Section 52 of Decree No.
1,387/01 (cfr. fs.2/12).

On October 1, 2015, Chamber II of the Court
of Appeals on Federal Administrative Matters,
in a single joint decision in re “AEDBA and
other v. National Government - Decree No.
746/03 - AFIP on Incidental Procedure”,
decided that, among other things, even though
ATVC was not among the claimants that had
been granted an injunction in the other two
related cases, as mentioned above, the situation
was also applicable to other associations in that
sector, therefore, the decision shall also apply to
this association. Under these conditions, the
claims brought by the claimants shall be
admitted - in the joinder of the three claims -
and the claimants and the companies
represented by them are entitled to have a
differential VAT regime applicable to the sectors
involved which shall be created, enforced and
regulated by the authorities duly empowered by
the Constitution to such end. This regime shall
guarantee the full exercise of the rights
recognized under Section 14 of the National
Constitution, as well as the maintenance of the
exception provided under Section 2 of Decree
N° 746/03 from the repeal of Section 52 of
Decree No. 1,387/01. On December 3, 2015,
the Supreme Court of Argentina dismissed the
appeal filed by the Executive Branch. Therefore,

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the decision rendered by the Court of Appeals
became firm and final.

As a consequence, Cablevisión and its
subsidiaries started to calculate employer’s
contributions as tax credit on VAT as from
September 2015.

8.4 Matters concerning Papel Prensa:
I. Papel Prensa has several disputes pending
before the Commercial Court of Appeals of the
City of Buenos Aires as a consequence of CNV
Resolution No. 16,222. Pursuant to said
Resolution, the CNV declared that certain
decisions of Papel Prensa’s Board of Directors
were irregular and with no effect for
administrative purposes. The Resolution
challenged the Board’s fulfillment of the
formalities required in the preparation,
transcription and execution of meeting minutes
on the relevant corporate books. On June 24,
2010, in File No. 75,479/09, the Commercial
Court of Appeals of the City of Buenos Aires,
Chamber C, decided to nullify CNV Resolution
No. 16,222. On the basis of Resolution No.
16,222, the CNV has questioned subsequent
decisions of Papel Prensa’s Board and of its
Shareholders. In response, Papel Prensa has
brought several administrative claims against the
CNV, questioning its position. All of such
claims were decided in Papel Prensa’s favor by
the Commercial Court of Appeals of the City of
Buenos Aires. Consequently, the CNV’s
decisions were nullified. Furthermore, the
Commercial Court of Appeals, Chamber C,
dismissed the appeals filed by the CNV before
the Supreme Court of Argentina against the
Court of Appeals’ decisions. The CNV filed a
direct appeal before the Supreme Court.

As a consequence of the above, Papel Prensa has
continued with the criminal proceedings
brought against certain public officials.

November 4, 2009. Judge Malde also appointed
a co-administrator without removing the
members of the previous corporate bodies. Papel
Prensa filed an appeal, which the Commercial
Court of Appeals, Chamber C, resolved in Papel
Prensa’s favor, by revoking the injunction on
August 31, 2010. On December 7, 2010 the
same Chamber C dismissed the appeals filed by
the CNV and the National Government before
the Supreme Court of Argentina against the
Court of Appeals’ decision. Both the CNV and
the National Government filed direct appeals
against such decision.

On March 26, 2014, the Supreme Court of
Argentina dismissed the appeal that had been
filed by the CNV. Therefore, the decision
rendered by the Court of Appeals that nullified
Resolution No. 16,222 became final, with full
force and effect. Also on the same date, the
Supreme Court of Argentina dismissed the
appeals brought by CNV and the National
Government. Therefore, the decision rendered
by the Court of Appeals that revoked the
corporate intervention of Papel Prensa became
final, with full force and effect.

None of the claims mentioned in the above
paragraphs had a material effect on AGEA's
financial and economic condition as of
December 31, 2015.

II. On January 6, 2010, the SCI issued
Resolution 1/2010, whereby certain business
practices were imposed on Papel Prensa. Papel
Prensa brought a legal action against such
resolution on grounds of unconstitutionality
before the Federal Court on Administrative
Matters and requested an injunction which was
granted by the intervening judge. Pursuant to
the injunction, the effects of such Resolution
were suspended. On May 7, 2010, the Federal
Court on Administrative Matters revoked the
injunction. Papel Prensa appealed such decision,
which was affirmed by the Federal Court of
Appeals on Administrative Matters. Papel Prensa
filed an appeal against the Court of Appeals’
decision. The appeal was denied and Papel
Prensa was served notice of that denial on
September 1, 2010. On June 2, 2015, the
dismissal of the claim brought by Papel Prensa
against the constitutionality of Resolution No.
1/2010 became final. The court held that the
claim became moot upon the enactment of Law
No. 26,736. The Company understands that
the substantive claim is now subject to the

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outcome of the claim brought by Papel Prensa
against the constitutionality of Law No. 26,736,
currently pending before the Federal Civil and
Commercial Court.

III. Papel Prensa suspended its operations with
related parties between March 9 and April 21,
2010 pursuant to an injunction issued on
March 8, 2010 by Judge Malde. In his ruling,
Judge Malde decided to suspend the Board of
Directors’ resolution of December 23, 2009,
which had approved the terms and conditions
of transactions with related parties for the year
2010. On April 21, 2010, the Board of
Directors of Papel Prensa, following a proposal
made by the court-appointed supervisor
(interventor) and co-administrator, approved the
resumption of such company’s transactions with
related parties under provisional conditions for
as long as the decision rendered by the Board on
December 23, 2009 remained suspended and/or
until Papel Prensa’s corporate bodies established
a business practice to follow with related parties.

Such approval involved suspending the
application of volume discounts in connection
with purchases made by related parties, which
could be recognized in their favor, subject to the
court’s decision on the appeal filed by Papel
Prensa against Judge Malde’s injunction of
March 8, 2010. As from April 21, 2010,
transactions with related parties were resumed
under the provisional conditions approved by
the Board on April 21, 2010.

First Instance No. 26, Clerk’s Office No. 52.
Under this proceeding, the National
Government seeks to obtain, among other
things, a declaratory judgment of nullity of the
provisional conditions for the resumption of
transactions with related parties in connection
with the purchase and sale of paper that was
approved by the Board of Papel Prensa in the
first item of the agenda of the above mentioned
meeting held on April 21, 2010.

Furthermore, at this meeting held on December
23, 2010, Papel Prensa’s Board decided to
maintain the approved sales policy, but to
subject the accrual and enforceability, and,
consequently, the recognition and payment to
the clients, of the eventual volume discounts
that may be applicable to them with respect to
paper purchases made between January 1st,
2011 and December 31, 2011, to a final
favorable ruling in the claim brought by Papel
Prensa against the constitutionality of SCI
Resolution No. 1/2010, or to the final
nullification of such Resolution No. 1/2010 in
any other way or by any other legal means,
whichever occurs first. In view of the decisions
rendered in this case, the substantive claim, in
this aspect, is now subject to the outcome of the
claim brought by Papel Prensa against the
constitutionality of Law No. 26,736. With
respect to related parties, the Board of Directors
of Papel Prensa approved the same sales policy
and conditions as those approved for the other
customers in general.

In a meeting held on December 27, 2011, the
Board of Directors of Papel Prensa decided to
maintain for 2012 the same sales policy that had
been approved for 2011 - under the same terms
and conditions mentioned in the previous
paragraph - for all of its customers in general
(including related parties), which was
maintained in subsequent years and, to date, no
changes have been introduced.

149

formula to determine the price of paper), and
created the National Registry of Producers,
Distributors and Sellers of Wood Pulp and
Newsprint where all producers, sellers,
distributors and buyers shall be registered as a
mandatory requirement in order to produce,
sell, distribute, and/or purchase newsprint and
wood pulp as from the enactment of the Law. It
also contains a series of temporary clauses,
specifically and exclusively addressed to Papel
Prensa, whereby Papel Prensa is forced to make
investments to meet the total national demand
for newsprint - excluding from this requirement
the other existing company that operates in the
country with installed capacity to produce this
input. The Law also provides for the
capitalization of the funds eventually
contributed by the National Government to
finance these investments for the purposes of
increasing the equity interest and the political
rights of the National Government in Papel
Prensa, contravening public order regulations
contained in Law 19,550 and disregarding
several constitutional rights and guarantees of
Papel Prensa and its private shareholders.

On February 10, 2012, AGEA registered with
the National Registry of Producers, Distributors
and Sellers of Wood Pulp and Newsprint
(Record No. 63 in File No. S01:0052528/12),
clearly stating that the decision to register shall
not be construed as an acknowledgment or
conformity with the legitimacy of Law 26,736,
Resolution No. 9/2012 issued by the Ministry
of Economy and Public Finance and SCI
Resolution No. 4/2012 issued in connection
with such Law and/or any other issued in the
future, since they seriously affect several rights
and guarantees of AGEA which are recognized
and protected by the Argentine National
Constitution.

of Directors' decisions to call the two
shareholders’ meetings. The injunction had been
requested by the shareholders Arte Gráfico
Editorial Argentino S.A., Compañía Inversora
en Medios de Comunicación (CIMECO) S.A.,
and S.A. La Nación. Given that the issuance of
the injunction validated Papel Prensa’s decision
to call the two shareholders’ meetings, both
were held as originally scheduled. Nevertheless,
and based on the above Resolution No. 16,647,
on October 13, 2011 the CNV issued
Resolution No. 16,671 rendering irregular and
with no effect for administrative purposes all of
the decisions made at Papel Prensa’s
Shareholders’ Meetings held on September 15,
2011 and September 27, 2011. Papel Prensa
filed an appeal against Resolution No. 16,671,
which is, therefore, not final. Also based on
Resolution No. 16,647, on November 16, 2011,
the CNV issued Resolution No. 16,691
whereby the CNV rendered irregular and with
no effect for administrative purposes the
decisions made at the Board of Directors’
Meeting held on October 3, 2011 and the call
for the Board of Directors’ meeting on
November 17, 2011. Such Resolution is not to
be deemed final since Papel Prensa filed an
appeal and requested its nullification. In this
sense, of particular note is that: (i) at the
hearing held before Federal Commercial Court
No. 26 of First Instance, Clerk’s Office No. 52,
the National Government, Papel Prensa, AGEA,
Compañía Inversora en Medios de
Comunicación (CIMECO) S.A. and S.A. La
Nación agreed, among other things, on the
composition of the company’s corporate bodies,
and in particular on the recognition of the
authorities appointed by the private
shareholders at Papel Prensa’s Shareholders’
meeting held on September 27, 2011, as well as
on the agenda to be addressed at the meeting of
Papel Prensa’s Board of Directors of October 3,
2011, which had been the subject matter of
Resolution No. 16,691; and (ii) at the hearing
held in April 2012 before the same Commercial
Court the National Government, Papel Prensa,
AGEA, Compañía Inversora en Medios de
Comunicación (CIMECO) S.A. and S.A. La
Nación, with the assistance of the Argentine
Securities Commission, agreed to request the
court to order a shareholders’ meeting with an
agenda substantially similar to that of Papel
Prensa's Shareholders' Meeting held on
September 27, 2011. The request was granted
by the intervening judge and the meeting was
scheduled for August 29, 2012.. The meeting

150

began on that date but, as a consequence of
certain disturbances provoked by the
representative of the National Government, the
private shareholders that were present at the
meeting decided to adjourn it for 48 hours
without addressing the agenda. After that, and
notwithstanding the resolution adopted at the
meeting, on August 31, 2012 Judge O`Reilly
decided to order that the adjourned meeting
would resume on September 25, 2012.
However, the meeting was not held because the
Judge subsequently held that the appeals filed
against other points of her decision resulted in
the suspension of every point of the decision she
had rendered, including the new date scheduled
for the meeting, even though all appellants had
consented to that point.

On June 12, 2014, the Court of Appeals
decided to postpone rendering a decision on the
appeals filed until the court-convened
shareholders’ meeting that began on August 29,
2012 had been resumed and closed, ordering
Judge O’Reilly to decide on the pending issues
and to order the shareholders to resume that
meeting. On December 4, 2014, the Judge
called Papel Prensa, the CNV, and the
shareholders of AGEA, the National
Government, SA La Nación and CIMECO to a
hearing to be held on May 6, 2015, in order to
proceed as ordered by the Court of Appeals. In
light of the above, the new date for resuming
that meeting may not be set until Judge
O’Reilly has complied with the decision
rendered by the Court of Appeals.

On April 29, 2015, the Judge suspended the
hearing that was to be held on May 6, 2015
because the National Government failed to
answer the notice served by the Judge requesting
a statement identifying the officials that would
attend the hearing with sufficient powers to
reach a settlement pursuant to Decree No.
411/80 (T.R. Decree No. 1,265/87, as
amended). The Judge set a new date for the
hearing to be held on April 14, 2016. In view of
the above, the date for resuming such meeting is
subject to the outcome of that hearing.

certain members of its Board of Directors, one
member of its Supervisory Committee and the
members of its Oversight Board (all of them
representatives of Papel Prensa's private
shareholders) be imposed a joint and several fine
of Ps. 800,000. Papel Prensa and its other
current and former officers appealed the fine in
due time and form. In the same appeal, they
requested an injunction to change the effect of
their appeal and suspend the application of the
fine. On October 11, 2013, Chamber No. 5 of
the Federal Court on Administrative Matters
denied this request, which was considered
unnecessary in the light of the settlement of the
fine by the claimants, as informed below.
Notwithstanding the above, on June 19, 2013,
the Company asked the CNV to suspend the
application of the fine until a decision was
rendered by the Court of Appeals with respect
to the injunction. The request was denied. On
June 28, 2013, the fine was paid under protest
in order to prevent its coercive enforcement by
the CNV; given that, under the new Capital
Markets Law No. 26,831, appeals may be
admitted without suspension of judgment.

VI. AGEA has not recorded any impact in
connection with the foregoing, since its effects
shall depend on the final outcome. Such effects
are not expected to be material to these financial
statements.

Note 9

Regulatory framework

9.1 Audiovisual Communication Services Law.
9.1.1. Law No. 22,285.
The subsidiaries of Grupo Clarín that render
audiovisual communication services are holders
of licenses that were originally awarded under
the regime established by Law No. 22,285. The
COMFER was the enforcement authority
established by that law. Under Law No. 22,285
audiovisual communication service companies
in Argentina required a non-exclusive license
from the COMFER in order to operate. Other
approvals were also required, including, for
some services, authorization by municipal
agencies.

The multiple license regime established under
Law No. 22,285 allowed licensees to hold at the
national level up to twenty-four (24) sound or

151

television broadcasting licenses and did not set
any limits to the ownership of subscription
television services located in several areas. At the
local level, one individual or legal entity could
have up to one sound broadcasting license, one
television license and one subscription television
license. In this last case, FM broadcasting
services were not included in this limit if they
were broadcast from the same station and
location as the AM broadcasting services.

Broadcasting licenses were granted for an initial
period of 15 years, allowing for a one-time
extension of 10 years. The extension of the
license was subject to the approval of the
COMFER, which would determine whether or
not the licensee had met the terms and
conditions under which the license had been
granted. Some of the licenses exploited by the
subsidiaries, including the license that had been
originally granted to Cablevisión (with an
extended term that originally expired on March
31, 2006), have already been extended for the
above-mentioned 10-year term.

On May 24, 2005, Decree No. 527/05 provided
for a 10-year-suspension of the terms then
effective of broadcasting licenses or their
extensions. Calculation of the terms was
automatically resumed upon expiration of the
suspension term, subject to certain conditions.
The Decree required that companies seeking to
benefit from the extension submit to the
COMFER’s approval, within two years from the
date of the Decree, programming proposals that
would contribute to the preservation of the
national culture and the education of the
population and a technology investment project
to be implemented during the suspension term.
COMFER Resolution No. 214/07 regulated the
obligations established by Decree No. 527/05 in
order to benefit from such suspension. The
proposals then submitted were approved and,
accordingly, the terms of the licenses originally
awarded to the subsidiaries of Grupo Clarín, as
well as the terms of the licenses to which
Cablevisión became the universal successor, were
suspended for ten (10) years.

Therefore, Cablevisión and certain subsidiaries
purchased bidding forms to apply for new
licenses through this option in such locations
where they had not obtained the suspension of
the term ordered by Decree No. 527/05, since
the terms of those licenses had expired.

The subsidiaries of the Company that render
audiovisual communication services had
requested the COMFER’s approval of several
transactions, including several company
reorganizations and share transfers of licensees.
Those approvals, except for the approval of the
merger of Cablevisión and its subsidiaries (see
Note 9.4.2.), are still pending.

However, by declaring the Proposal submitted
by Cablevisión formally admissible through
Resolution No. 193/AFSCA/2014, the
Enforcement Authority recognized the direct
and indirect ownership of the subscription
television services mentioned in the Proposal
(See Note 9.4.1.).

9.1.2. Law No. 26,522
The Audiovisual Communication Services Law
(Law No. 26,522, LSCA, for its Spanish
acronym) was passed and enacted on October
10, 2009, subject to strong concerns over its
content and enactment procedure. Even though
the new Law became effective on October 19,
2009, not all of the implementing regulations
provided by the law have been issued.
Therefore, Law No. 22,285 still applies with
respect to those matters that to date have not
been regulated, until all terms and procedures
for the regulation of the new law are defined.

The law provided for the replacement of the
COMFER with the Audiovisual
Communication Services Law Federal
Enforcement Authority (AFSCA, for its Spanish
acronym) as a decentralized and autarchic
agency under the jurisdiction of the Executive
Branch, and vests the new agency with authority
to enforce the law.

The new law introduced, among other things:

152

requirements for signals, production companies
and advertising agencies,
• A multiple license scheme that: i) restricted to
10 the number of Audiovisual Communication
Service licenses, plus a single broadcasting signal
for radio, broadcast TV and subscription cable
TV services that made use of the radio
spectrum; ii) restricted the licensing of
subscription broadcasting services rendered by
means of a physical link (cable), limiting the
number of licenses to 24; iii) set forth a further
restriction on these services, which could not be
provided to more than 35% of all inhabitants or
subscribers nationwide; iv) established that a
broadcast TV signal and a cable TV signal could
not be simultaneously exploited in the same
location, and v) established that broadcast TV
networks could only own one cable TV signal.
The same applied to cable TV networks, which
could only own the so-called “local channel”,
which was mandatory for every license
• Mandatory quotas for certain types of content.

Also controversially, the law imposed retroactive
effects by requiring holders of current
broadcasting licenses - which had been
legitimately acquired rights under Law No.
22,285 as amended - to conform to the new law
within the term of one year counted as from the
time certain mechanisms required for
implementation were set in place.

The Executive Branch regulated most sections
of the LSCA by means of Decree No.
1,225/2010. The most notably arbitrary
provision of this decree is the highly
discretionary mandatory divestiture system
provided by the regulation of Section 50 of the
Audiovisual Communication Services Law, with
evident confiscatory effects.

Several concerns were expressed about this law,
which was understood to have defects that
rendered it unconstitutional; to damage
seriously the development of the audiovisual
industry and to restrict fundamental freedoms.
Even though some claimants, including Grupo
Clarín and its main subsidiaries, made court
filings on that basis, which led to the provisional
suspension with respect to Grupo Clarín and
certain subsidiaries of Section 161 of the LSCA
until a final decision was rendered, on October
29, 2013, the Company was served with a
decision rendered by the Supreme Court of
Argentina whereby it dismissed the
unconstitutionality claim brought by the

Company and certain subsidiaries, confirming
the constitutionality of the challenged sections,
and rejected the claim for damages as brought
under the case file.

This Note should be read in conjunction with
Note 9.3. “Decree No. Nº 267/15”.

9.2 Telecommunication Services.
The regulatory framework of the Argentine
telecommunications sector is undergoing a
process of change. In December 2014, the
Argentine Congress passed Law No. 27,078,
known as the “Digital Argentina Act”, which
partially repealed National Telecommunications
Law No. 19,798. The new law subjects the
effectiveness of Decree No. 764/00, which
deregulated the telecommunications market, to
the enactment of four new sets of rules that will
govern the License, Interconnection, Universal
Service and Radio-electric Spectrum regimes.

The new law maintains the single country-wide
license scheme and the individual registration of
the services to be rendered, but replaces the
name telecommunication services with
Information and Communications Technology
Services (“TIC Services”, for their Spanish
acronym). Notwithstanding this, the scope of
the licenses originally granted to the subsidiary
Cablevisión, its merged companies and/or
subsidiaries and related companies that exploit
telecommunication licenses and their respective
registrations of services, remain unaltered.

The license will be called “Licencia Única
Argentina Digital” and will allow licensees to
render any telecommunication services to the
public, be they fixed or mobile, wired or
wireless, national or international, with or
without the licensee’s own infrastructure.

The TIC Services registered with the Argentine
Secretariat of Communications under the name
of Cablevisión, its merged companies and/or
subsidiaries and related companies that exploit
telecommunication licenses are the following:
Data Transmission, Paging, Videoconference,
Community Retransmission, Transport of
Broadcast Signals, Value-Added, Radio-Electric
Trunking, Internet Access, Public Telephony,
Local Telephony and National and International
Long-Distance Telephony. (See Note 9.4.6.).

The law created a new enforcement and
oversight Authority as a decentralized agency

153

under the jurisdiction of the Executive Branch,
the Information and Communications
Technology Federal Enforcement Authority
(“AFTIC”, for its Spanish acronym).

The new law maintained the obligation to
contribute 1% of telecommunication service
revenues, net of taxes and charges, to be used
for Universal Service investments (this
obligation had been imposed by Decree No.
764/00 on all service providers as from January
1, 2001), but the Universal Service Trust Fund
was placed under State control. Until August
2015, the manager of such trust fund was
Banco Itaú Argentina S.A., which received the
requests from Cablevisión and its merged
companies and/or subsidiaries and related
companies that exploited telecommunication
licenses to join the Trust Agreement.

The Argentine Secretariat of Communications
has yet to decide on the approval of the Project
submitted by Cablevisión on June 21, 2011,
within the framework of SECOM Resolution
No. 9/2011 which created the program
“Infrastructure and Equipment”, whereby
telecommunication service providers were
allowed to submit projects aimed at developing
new infrastructure, updating existing
infrastructure and/or acquiring equipment for
areas without coverage or with unmet needs, in
order to meet the obligation to make
contributions to the Universal Service Trust Fund
for the amounts accrued as from January 2001
until the entry into force of Decree No. 558/08.

Another innovation of Law No. 27,078 is the
creation of a new public service under the name
“Public and Strategic Infrastructure Access and
Use Service for and among Providers”. The right
of access includes “providers having to make
available to other providers their network
elements, associated facilities or services to
render TIC services, even when such elements
are used to render audiovisual content services.”
Under this scheme, the government seeks to
make private companies that were created and
developed in competition share their networks
with other companies that have not made any
investments.

with a telecommunications network or with
TIC Services that enable or support the
provision of services using that network or
service, or that have the potential to do so; and
will include, inter alia, buildings or building
entrances, building wiring, antennas, towers and
other supporting constructions, ducts, masts,
manholes, and cabinets.

Implementing regulations for Law No. 27,078
are still pending. Therefore, the economic and
operational impact that the creation of this
public service may have on Cablevisión, its
merged companies and/or subsidiaries and
related companies cannot be ascertained.

Decree No. 677/2015 established the
mechanisms to set up the Enforcement
Authority and some of the directors were
appointed.

This Note should be read in conjunction with
Note 9.3. “Decree No. Nº 267/15”.

9.3. Emergency Decree No. 267/15. Convergence.
Emergency Decree No. 267/15 (the
“Emergency Decree”), issued on December 29,
2015 and published in the Official Gazette on
January 4, 2016, creates the National
Communications Agency (ENACOM, for its
Spanish acronym) as a decentralized and
autarchic agency under the jurisdiction of the
Ministry of Communications and vests the new
agency with authority to enforce Laws Nos.
26,522 and 27,078, as amended and regulated.
The ENACOM has all the same powers and
competences as those that had been vested in
AFSCA and AFTIC by Laws Nos. 26,522 and
27,078, respectively.

Among the main amendments introduced by
the Emergency Decree with respect to both
laws, the most remarkable is the repeal of
Section 161 of Law No. 26,522, which set forth
the obligation to conform to the provisions of
this law with respect to ownership conditions
and the number of licenses. Section 45 of Law
No. 26,522, which establishes the multiple
license regime, has been significantly amended.
As a result, the Company and its subsidiaries
that are licensees and/or owners of audiovisual
communication services already conform to the
new regulatory framework.

This is so, because the new Decree provides:

154

“Section 45. Multiplicity of Licenses. In order
to guarantee the principles of diversity, plurality
and respect for local affairs, individuals or legal
entities may hold or have an interest in
companies holding audiovisual communication
service licenses, subject to the following limits:

1. At the national level:

a) ONE (1) audiovisual communication services
license on satellite support. The ownership of a
license for subscription satellite audiovisual
communication services excludes the possibility
of holding any other type of audiovisual
communication services and TIC service licenses
governed by Law No. 27,078;

b) Up to FIFTEEN (15) audiovisual
communication service licenses in the case of
television or sound broadcasting.

2. At the local level:

a) ONE (1) sound broadcasting license for
amplitude modulation (AM);

b) ONE (1) sound broadcasting license for
frequency modulation (FM) or up to TWO (2)
licenses when there are more than EIGHT (8)
licenses in the primary service area;

c) ONE (1) broadcast television license.

Under no circumstances may the aggregate
number of the licenses granted in the same
primary service area or set thereof with a high
degree of overlapping exceed the number of
FOUR (4) licenses.”

limit imposed under the new Subsection b) of
the same Part. At the local level, the Company
does not have interests in licensees of more than
4 audiovisual communication services in any
locality. The localities where the Company
indirectly holds, always in terms of indirect
ownership, more services are the cities of
Buenos Aires and Córdoba (the latter bears the
same name as the province where it is located).
In both cities it has one broadcast television
channel, one AM broadcast service and one FM
broadcast service, respectively.

Under the new regulatory framework, the
licenses for physical link subscription television
services and for radio-electric link subscription
television services held by certain subsidiaries
that had been granted under Laws No. 22,285
and No. 26,522 are now called “Registrations”
for the exploitation of physical link subscription
television services and radio-electric link
subscription television services of a Licencia
Única Argentina Digital.

Pursuant to this amendment (Section 7 of the
Emergency Decree, which amends, among
others, Section 10 of Law No. 27,078), all the
services exploited by Cablevisión and its
subsidiaries are now governed by the Digital
Argentina Act. The only license held by those
companies that could be considered to be still
subject to the LSCA is the registered title of the
signal METRO, since this signal is broadcast
through other services that acquire it for that
purpose, and, therefore, it has a registration
number issued by AFSCA which must be
renewed on an annual basis.

As far as the Company’s subsidiaries are
concerned, the Emergency Decree eliminates:

155

iii)The limit that provided that broadcast
television services may not reach more than
35% of the total national population and the
limit that provided that physical link and radio-
electric link subscription television services may
not reach more than 35% of all subscribers.

Due to the fact that physical link and radio-
electric link subscription television services are
now subject to the Digital Argentina Act:

i) These services no longer fall within the scope
of Section 45 of the LSCA, which sets forth the
new multiple license regime for Audiovisual
Communication Services;
ii)The registration of physical link subscription
television services is no longer limited to a
specific territorial area. The same is not the case
with radio-electric link subscription television
services because of the portion of the spectrum
allocated to render these services;
iii)Both registrations, for physical link
subscription television services and for radio-
electric link subscription television services, are
no longer subject to expiration terms. However,
the portions of the spectrum allocated to render
radio-electric link subscription television services
do have expiration terms. In this sense, the last
subsection of Section 7 of the Emergency
Decree, which amends Section 10 of Law No.
27,078 provides that “the term for the use of
radio electric spectrum frequencies by the
holders of subscription television licenses
allocated under Laws Nos. 22,285 and 26,522
shall be the one established in their original title
or TEN (10) years counted as from January 1,
2016, whichever is longer in the case of
licensees that had an effective license as of this
date”.

No. 62/90 and paragraphs 1 and 2 of Section 5
of Decree No. 264/98, as well as Mobile
Telephone Service providers with a license
granted pursuant to the list of bidding
conditions approved by Resolution No. 575/93
of the then Ministry of Economy and Public
Works and Services and ratified by Decree No.
1,461/93, shall only be able to provide
subscription broadcasting services by means of
physical or radio-electric link after a term of two
years counted as from January 1, 2016. That
term may be extended for one more year.

With regard to the term of the licenses for
television and radio broadcast services, the
Emergency Decree establishes two important
changes:

• It provides for a new system of extensions for
audiovisual communication service licenses
whereby the licensee may request a first
extension for five (5) years, which will be
automatic. Upon expiration of this term,
licensees may request subsequent extensions of
ten (10) years complying in that case with the
provisions of the Law and applicable regulations
to be eligible for each extension. However, this
system of subsequent extensions may be
interrupted upon the expiration of the last
extension if the Ministry of Communications
decides to call for a public bid for new licensees,
for reasons of public interest, for the
introduction of new technologies or in
compliance with international agreements. In
this case, prior licensees shall have no acquired
rights regarding their licenses.
• Section 20 of the Emergency Decree provides
that the holders of licenses effective as of
January 1, 2016 may request a ten (10) year
extension, without it being necessary to wait
until the expiration of the license that is
currently effective. Such extension shall be
considered as a first period that entitles the
holder to the five (5) year automatic extension.

Taking into consideration the advantages
provided under the new legal framework with
regard to the terms of the licenses, the direct
and indirect subsidiaries of the Company that
exploit audiovisual communication services, i.e.
ARTEAR, RADIO MITRE, TELECOR
S.A.C.I., Teledifusora Bahiense S.A. and
Bariloche TV S.A., made a filing with the
ENACOM requesting the extension of the
terms of their licenses pursuant to Section 20 of
the Emergency Decree.

156

As of the date of these financial statements, the
Bicameral Standing Committee has reviewed
and declared the validity of the Decree and
submitted its opinion to the plenary session of
each Chamber of Congress for its expedited
treatment. Both chambers shall render a
decision on the approval or rejection of the
Emergency Decree. Pursuant to Section 17 of
Law No. 26,122, the Decree has full force and
effect until a decision has been rendered by both
chambers. This Emergency Decree may only be
repealed through the express rejection by both
chambers of the Congress, without prejudice to
the rights acquired during its effectiveness.

To date there are no judicial claims regarding
the constitutionality of the Emergency Decree
to which any of the companies of Grupo Clarín
is a party.

9.4. Matters related to the regulatory situation of

the Company and certain subsidiaries.

9.4.1. Proposal to conform to the provisions of

Law No. 26,522.
On October 31, 2013, even before the deadline
to enforce the decision rendered by the Supreme
Court of Argentina in re “Grupo Clarín S.A. and
Others v. National Executive Branch and other
re: Merely Declarative Action” (File 119/10), the
Company and some of its subsidiaries were again
served with AFSCA Resolution No. 2276/2012
issued by the president of AFSCA on December
17, 2012 within the framework of File No. 1395-
AFSCA/2012. Resolution No. 2276/2012
ordered an ex officio proceeding to conform the
Company and some of its subsidiaries to the
provisions of the Audiovisual Communication
Services Law. The Company and its legal advisors
believe that this resolution is absolutely null and
void and have filed an appeal to have it revoked.

Faced with the de-facto proceedings that sought
to dispossess the Company of its licenses and
assets through an ex officio procedure, on
November 4, 2013 the Company submitted to
AFSCA and to the Supreme Court of Argentina
a voluntary proposal to conform to the
Audiovisual Communication Services Law
pursuant to section 161 of the LSCA, approved
by Grupo Clarín’s Board of Directors on
November 3, 2013, in an attempt to avoid the
forced divestiture of its assets by AFSCA.

In connection with the voluntary proposal,
AFSCA issued Resolution No. 1471/2013
whereby it suspended the Ex Officio Transfer

Procedure commenced through AFSCA
Resolution No. 2276/2012 and stated that it
would refrain from pursuing any administrative
proceedings in that regard.

The voluntary conforming proposal -which did
not interrupt any of the judicial actions that
were being brought by the Company to defend
its rights- was submitted with a request that the
decision rendered by the Supreme Court of
Argentina be complied with in full. That is,
requesting the involvement of an independent,
unbiased enforcement authority with technical
expertise, which could ensure a transparent and
egalitarian treatment in the enforcement of the
law.

The voluntary proposal that was presented by
the Company is summarized as follows: The
assets of the Company and its group of
companies governed by Law No. 26,522 would
be divided into six units of audiovisual
communication services. Each of the units of
audiovisual communication services would have
no corporate relationship with the others. This
way, each unit would conform individually to
the provisions of Sections 45 and 46 of the
LSCA and its implementing regulations, and
would be divided according to the following
detail: (i) Unit I: composed by (a) ARTEAR,
owner of the signal of Canal 13 of Buenos Aires
and the news signal TN (Todo Noticias).
ARTEAR would also maintain its interest in (i)
Telecor, holder of the license of Canal 12 of
Córdoba and (ii) Bariloche TV, holder of the
license of Canal 6 of Bariloche. (b) Radio Mitre,
which would maintain the frequencies AM 790
and FM 100 in Buenos Aires, AM 810 and FM
102.9 in Córdoba, and FM 100.3 in Mendoza;
and (c) certain assets, liabilities, rights and
obligations that were to be spun off from
Cablevisión (“Cablevisión Spinoff 1”), which
would include 24 local licenses for physical link
subscription television services in cities where
there was no incompatibility with broadcast TV,
and 2 licenses for radio-electric link subscription
television services. (ii) Unit II: composed by the
surviving Cablevisión, which would continue to
carry out the business activities and operations
of Cablevisión with all the assets, liabilities,
rights and obligations that are not spun off from
Cablevisión. It would include 24 licenses for
physical link subscription television services and
10 licenses for radio-electric link subscription
television services, including the signal Metro,
which was also the local signal of the license

157

exploited in the City of Buenos Aires. (iii) Unit
III: composed by Cablevisión Spinoff 2, which
would include assets, rights and obligations that
were to be spun off from Cablevisión, including
22 licenses for physical link subscription
television services and 10 licenses for radio-
electric link subscription television services. (iv)
Unit IV: (a) composed by IESA, owner of the
signals TyC Sports and TyC Max; (b) the signals
El 13 Satelital, Magazine, Volver, Quiero
Música en mi Idioma and (c) an equity interest
in Canal Rural S.A., owner of the signal Canal
Rural. (v) Unit V: to be owned by one or more
individuals or legal entities that would not
maintain a corporate relationship with Radio
Mitre, its controlling companies, subsidiaries
and/or controlled companies in order not to
infringe the then current multiple license
regime, and which would own: (a) one sound
frequency modulation broadcasting service for
the City of San Miguel de Tucumán-FM 99.5,
(b) one sound frequency modulation
broadcasting service for the City of San Carlos
de Bariloche-FM 92.1, (c) one sound frequency
modulation broadcasting service for the City of
Santa Fe-FM 99.3, (d) one sound frequency
modulation broadcasting service for the City of
Bahía Blanca-FM 96.5 and (e) one sound
frequency modulation broadcasting service for
the City of San Carlos de Bariloche -FM 103.1,
owned by Bariloche TV (vi) Unit VI: to be
owned by one or more individuals or legal
entities that would not maintain a corporate
relationship with ARTEAR, its controlling
companies, subsidiaries and/or controlled
companies in order not to infringe the current
multiple license regime, and which would hold
one broadcast television license for the City of
Bahía Blanca, Province of Buenos Aires-LU81
TV Canal 7-and an equity interest in Cuyo
Televisión S.A., holder of one broadcast
television license in Mendoza-LV83 TV Canal 9
Mendoza-. Said proposal contemplated that the
Company would continue to own, directly or
indirectly, only one of the audiovisual
communication service Units (among those
defined as Unit I and Unit II) of the six that
were described above.

adjustment to conform to the law; the reservation
of the right to challenge the conformity of
Sections 41, 45, 48 and 161 of Law No. 26,522
to international conventions before the Inter-
American Commission on Human Rights, the
Inter-American Court of Human Rights and
other competent International Courts; the
reservation of the right to challenge judicially the
composition of AFSCA for the period during
which it did not conform to the provisions of the
LSCA and for not being a technical and
independent agency protected against undue
interferences from the State.

In order for Cablevisión to conform to the
provisions of the LSCA, in consolidating the
number of subscription television licenses, the
Company used the coverage area extension
mechanism provided by section 45 of Decree
No. 1225/2010 adopting the criterion approved
in the Minutes of Meeting No. 32/2012 of the
Board of Directors of that agency.

The Company and its subsidiaries have always
abided by the laws and respected the decisions
of the judiciary: all of the judicial claims
brought by them since the enactment of Law
No. 26,522 had the purpose of preserving the
assets of the Company and of its shareholders.
The proposal submitted by the Company was
the alternative that most mitigated the damages
caused by having had to comply with the
Supreme Court decision, taking into
consideration what the Board believed arose
clearly from the multiple license regime and the
admissibility conditions provided by Law No.
26,522.

On February 18, 2014, the Company was
served with AFSCA Resolution No. 193/2014
whereby AFSCA’s Board of Directors declared
that the proposal submitted by Grupo Clarín
S.A., Arte Radiotelevisivo Argentino S.A., Radio
Mitre S.A. and Cablevisión S.A. was formally
admissible. Pursuant to the same Resolution,
AFSCA provided that the term of one hundred
eighty (180) calendar days set forth under
Section 8 of the Rules for the Management and
Procedures Relating to Voluntary Proposals
established by Resolution No. 2,205/AFSCA/12
would be counted as from the moment the
parties were served notice of this Resolution.
On that same date, the Company’s Board of
Directors took notice of AFSCA Resolution No.
193/2014.

158

In the recitals of AFSCA Resolution No.
193/2014, which declared that the submitted
proposal was formally admissible, AFSCA stated
that the withdrawal of claims made under File
No. 21,788/08, as well as those made under the
proposal submitted by Cablevisión, were
embedded in the process provided under
Section 161 of Law No. 26,522. Accordingly,
they were deemed to be approved within the
framework of the proposal that was declared
formally admissible.

On May 13, 2014, the Company’s Board of
Directors approved the spinoff of the Company
under the terms described in the spinoff
prospectus. The spinoff was one of the
alternatives that the Company was forced to
analyze and project to eventually submit to its
shareholders for the purpose of complying with
the Proposal considered by the shareholders at
the Shareholders’ Meeting of Grupo Clarín S.A.
held on March 20, 2014, and declared formally
admissible by AFSCA on February 18, 2014.
The spinoff was subject to the Prior Regulatory
Authorizations, as defined in the above-
mentioned prospectus.

The main premises of the spinoff financial
statements prepared by the Company in
accordance with the spinoff described in the
Proposal were the following: (A) Grupo Clarín
S.A. would be the surviving company and, as
such, it would retain all the assets, liabilities,
equity, rights and obligations that were not
allocated to other units; Grupo Clarín would
continue to make public offering of its shares
although as a result of the spinoff it would
reduce its capital stock to reflect the equity
impact of the spun-off assets, liabilities and
equity. This would not entail any changes in
terms of pro rata interest for any of the holders
of the shares traded on stock exchanges. Grupo
Clarín would retain its interest in the Business
Units that are outside the scope of the
Audiovisual Communication Services Law; (B)
Unit II would receive, as a result of the spinoff
of Grupo Clarín S.A., the assets identified to
that effect in the Proposal (in summary, an
indirect interest in Cablevisión S.A. with all the
assets, liabilities, rights and obligations that are
not spun off from that company). It would
request authorization to be admitted to the
public offering regime and authorization for the
trading of the shares that would be received by
the current holders of shares issued by Grupo
Clarín that were traded on stock exchanges; (C)

once (i) the Company had obtained the Prior
Regulatory Authorizations (as defined in Grupo
Clarín S.A.’s spinoff prospectus), (ii) the spinoff
had been registered, (iii) the Spun-off Company
had been registered with the IGJ and, (iv) the
spun-off company had been admitted to the
public offering regime, Grupo Clarín would
reduce its capital stock affecting all shareholders
in each class of shares, and the spun-off
company would issue in exchange a set of new
shares of the same classes as those issued by
Grupo Clarín according to the following
“exchange ratio”: 1 current share of Grupo
Clarín S.A. would be equivalent to 0.3896
shares of Grupo Clarín S.A. (post spinoff ), and
(ii) 0.6104 new shares of the spun-off company.
(D) The other Units (III, IV, V and VI)
identified in the Proposal would not be spun
off, but would be offered for sale to third parties
by Grupo Clarín or a subsidiary that was the
direct holder of the equity that made up the
respective unit. As stated in the Company’s
spinoff prospectus, the “Spinoff Date” would be
the date on which the last of the following
authorizations and/or filings had been obtained
and/or made (as appropriate): (i) Prior
Regulatory Authorizations (as defined in the
Section “Regulatory Authorizations” of the
Prospectus), (ii) registration of the spinoff
before the IGJ, or (iii) registration of
Cablevisión Holding S.A.’s incorporation before
the IGJ. Cablevisión Holding S.A. would begin
to operate on its own on the first day of the
month following the expiration of the 30-day
term counted as from the Spinoff Date (the
“Operations Transfer Date”). The Spinoff would
produce accounting effects as from the
Operations Transfer Date.

The Board of Directors of Cablevisión S.A.
moved forward with the tasks for the
implementation of the Proposal submitted by
that company and decided on May 13, 2014 to
approve the spinoff proposal and formally request
the CNV’s administrative approval of its spinoff
into three different independent companies, the
consequent reduction of its equity and the
amendment of its bylaws. The Board of Directors
of Cablevisión also approved the special spinoff
balance sheet and the spinoff prospectus prepared
for such purpose. The spinoff was subject to the
Prior Regulatory Authorizations, as defined in the
spinoff prospectus.

On May 14, 2014, the Company requested
from the CNV, within the above-mentioned

159

scope, the administrative approval of its spinoff
and submitted the spinoff prospectus, which had
been approved by its Directors at the meeting
held on the previous day. The Company decided
to send a letter to all the shareholders who had
signed the letters detailed in the Minutes of the
Board of Directors’ Meeting dated April 25,
2014, as well as to the holder of the Class C
shares, requesting that they expressly inform the
Company how they will comply fully with the
Audiovisual Communication Services Law (with
respect to Unit 1 and Unit 2) if the Proposal
should be implemented through the spinoff
described above.

On May 15, 2014, the Company’s Board of
Directors took notice of the letters sent by the
shareholders ELHN Grupo Clarín New York
Trust, HHM Grupo Clarín New York Trust,
LRP Grupo Clarín New York Trust, José
Antonio Aranda and Aranlú S.A. According to
those letters, if the Proposal were to be
implemented using the spinoff option, said
shareholders would carry out the necessary
transactions so that (i) the direct and indirect
shareholders of Grupo Clarín S.A. (post spinoff )
would be Aranlú S.A., José Antonio Aranda and
LRP Grupo Clarín New York Trust, and (ii) the
direct and indirect shareholders of the spun-off
company, Cablevisión Holding S.A., would be
HHM Grupo Clarín New York Trust and
ELHN Grupo Clarín New York Trust. In their
respective letters, GS Unidos LLC and its
owner, Mr. Ralph H. Booth II, have stated their
intention to cooperate with the Company in the
implementation of the Proposal and,
particularly, in the possible spinoff. To that end,
if the Proposal were to be implemented using
the spinoff option and subject to the approval of
the regulatory authorities that might eventually
correspond, Mr. Ralph H. Booth II had
undertaken to reach an agreement with an
unrelated third party so that they might carry
out the transactions that might be necessary to
cause the split of GS Unidos LLC and reach the
following shareholder structure for all of the
Class C shares of Grupo Clarín (post Spinoff )
and of the spun-off company: (i) the holder of
all of the Class C shares of Grupo Clarín (post
spinoff ) would be the existing company GS
Unidos LLC, which by that time would be
owned by an unrelated third party assignee; (ii)
the holder of all of the Class C shares of
Cablevisión Holding S.A., the company spun-
off from Grupo Clarín S.A., would be a new
limited liability company incorporated in the

United States of America, which would be owned
directly or indirectly by Ralph H. Booth II.

On May 15, 2014, the Company notified
AFSCA that on May 14, 2014 it had made a
filing with the CNV requesting the CNV’s
administrative approval of the Company's
spinoff process.

Also on May 15, 2014, Cablevisión made a
filing before AFSCA in order to: i) prove before
such Agency that on May 14, 2014 it had made
a filing before the CNV requesting the
administrative approval of the spinoff process
required for the implementation of the
Proposal; and ii) request its authorization for the
amendment of the Bylaws of Cablevisión,
pursuant to Section 25 of Law No. 26,522.

On May 16, 2014 and on June 15, 2014, and
pursuant to Section 27 of the Audiovisual
Communication Services Law, the Company
made a filing before AFSCA in order to notify
that agency of the new shareholder structure of
(i) the Company, (ii) its controlling company,
GC Dominio S.A., (iii) Cablevisión Holding
S.A., the company that was to be spun off from
Grupo Clarín S.A. and (iv) the controlling
company of the latter, and indirect controlling
company of Cablevisión, CV Dominio S.A.,
which would have resulted if the spinoff
informed on May 15, 2014 had occurred.

On May 28, 2014, the Company made a
filing before AFSCA in order to notify that
agency that it had received an Irrevocable Offer
from Messrs. Gerardo Martí Casadevall and
Christophe DiFalco for the acquisition of a
given number of shares of Cablevisión such
that, upon consummation of the spin-off of
Cablevisión, the offerors would be entitled to
receive sixty percent (60%) of the shares that
were to be issued by Cablevisión Spinoff 2
(Unit III under the Proposal).

160

processes; ii) made certain observations
regarding the proposal to amend Cablevisión’s
Bylaws; iii) stated that it understood that
Cablevisión would be liable for any and all acts
and any contingency arising from those acts
until the date of the approval to be granted by
AFSCA for the transfers in favor of the spun-off
companies and not as from the date of
consummation of those transfers; iv) stated that
it would review the bylaws of the spun-off
companies; v) stated that it would consider the
requested approval once the Company and
Cablevisión had informed: v.1.) whether the
shareholders had approved the proposed spinoffs
and v.2.) the names of the final shareholders of
those companies, as well as those of the spun-off
companies. It also stated that at such time, it
would also analyze the Filings made in
connection with the possible composition of the
proposed Audiovisual Communication Service
Units; and vi) mentioned that the Company,
Cablevisión and the companies to be created
under the spinoff must be absolutely
independent and unrelated among each other,
without any common shareholders of any type.

On June 30, 2014, the Company and
Cablevisión, made a filing before AFSCA in
order to respond to the note dated June 25,
2014. The companies informed AFSCA that:
i) Cablevisión would comply with the
observations made on some of the proposed
changes to its bylaws, and that it would
reformulate the proposed bylaws subject to
the approval of the shareholders; ii) once
approved by the shareholders of Cablevisión,
it would file the proposed bylaws for each
of the companies that was to be spun off from
Cablevisión, which had to be necessarily
identical to Cablevisión’s own bylaws, iii) once
the companies that were to be spun off,
which would have new shareholders subject to
AFSCA’s prior approval, as appropriate, had
been registered, Cablevisión could not continue
to be held liable for the acts of the spun off
companies and/or related contingencies, because
Cablevisión had undertaken before AFSCA
to comply with the requirement of absolute
independence among Cablevisión and
the spun-off companies; iv) the Company and
Cablevisión had undertaken to inform within
the shortest possible time the decisions rendered
by their shareholders at Shareholders'
Meetings; and v) compliance with approval
conditions to be met by the Company had been
acknowledged by that Agency. The Company

and Cablevisión reaffirmed their commitment
under the Proposal in connection with the
independence between the Company and its
spun-off company and among Cablevisión
and its spun-off companies, except with respect
to the Company’s minority holders of Class B
shares that are listed and traded on the Buenos
Aires Stock Exchange (BCBA, for its Spanish
acronym) and on the London Stock Exchange
(LSE) in the understanding that the shares
that trade freely on stock exchanges were
outside the scope of the restrictions that had
been imposed under the new legal framework.

Once the Proposal was declared formally
admissible by AFSCA, which occurred on
February 18, 2014, its implementation required
the intervention of other governmental
and oversight agencies and the approval of the
shareholders at the respective Shareholders'
Meetings in order to carry out the reorganization
and the transfer of licenses, assets, liabilities
and operations to third parties, which should
then receive final approval from AFSCA by
means of an act that declared that the process
had been duly completed.

For that reason, the Company made various
fillings before the different entities/governmental
agencies that had to intervene in the
implementation of the proposal, according to
the following detail:
• Ministry of Economy;
• Secretariat of Trade;
• Comisión Nacional de Defensa de la
Competencia (National Antitrust Commission);
• Argentine Securities Commission;
• Argentine Secretariat of Communications;
• Before AFSCA, informing the above-
mentioned filings.

The Company made new filings requesting
AFSCA to grant service authorization for
subscription television services that, as a result
of the reorganization, would not change their
conformation.

Within the framework of the process to
conform the Company to the Audiovisual
Communication Services Law, the Company
also requested that agency to grant service
authorization and the extension of the licenses
held by Radio Mitre S.A. corresponding to:
AM Córdoba, FM Mendoza, FM Tucumán,
and FM Santa Fe.

161

Cablevisión made filings before AFSCA in
which it reserved its rights and made statements
in connection with the interpretation of certain
recitals of Resolution No. 193/AFSCA/2014
regarding the decisions rendered on:
• The radio-electric link subscription television
services that would be discontinued as a result
of the reorganization;
• The portion of radio-electric spectrum that
would be accumulated provisionally to the
radio-electric services selected in certain
locations.
• The statement about the maintenance of the
registration of the signal METRO by
Cablevisión S.A.
• Rectification of the proposal originally
submitted regarding the services that would be
rendered in Necochea, La Dulce, Lobería,
Monte de los Gauchos, Godoy and Rawson, in
Cablevisión S.A.

Pursuant to Note No.
263/AFSCA/DGAJyR/SGAJ/2014, AFSCA
informed Cablevisión that AFSCA's Board had
approved the amendments proposed by that
company to the Proposal with respect to
Necochea, La Dulce, Lobería, Monte de los
Gauchos, Godoy and Rawson.

• Tres Arroyos Televisora Color S.A.;
• Indio Rico Cable Color S.A.;
• Copetonas Video Cable S.A.;
• Cable Video Sur S.A. (under reorganization);
• Dorrego Televisión S.A.;
• Wolves Televisión S.A.

The proposal submitted by Cablevisión was
approved by La Capital Cable S.A. and
Otamendi Cable Color S.A. No filing was made
in connection with these approvals before
AFSCA. Cablevisión carried out all necessary
proceedings in order to obtain the approval of
the Proposal from Teledifusora San Miguel
Arcángel S.A. and Ver TV S.A.

On June 30, 2014, the shareholders of
Cablevisión approved that company's partial
spinoff under the terms described in the spinoff

prospectus submitted by Cablevisión before the
CNV in compliance with applicable legislation
for (i) the creation with a portion of the equity
subject to the spinoff, of two companies whose
corporate names would be Compañía Argentina
de Cable S.A. and Compañía Inversora de
Redes S.A.; (ii) the merger of a portion of the
spun-off equity with La Capital Cable S.A. and
(iii) the merger of a portion of the spun-off
equity with Tres Arroyos Televisora Color S.A.

On June 30, 2014 the Company’s shareholders
at the General Extraordinary Shareholders’
Meeting approved (i) the partial spinoff of
Grupo Clarín, (ii) the creation of a new
sociedad anónima (corporation) with the assets
that were to be spun off, under the name
CABLEVISION HOLDING S.A., (iii) the
reduction of the Company’s capital stock as a
consequence of the approved partial spinoff, (iv)
the reduction in the amount of the capital stock
that is authorized for public offering and listing
on the Buenos Aires Stock Exchange and the
London Stock Exchange, (v) the amendment of
Articles 4, 5, 16, 21 and 24 of the Company’s
Bylaws under the terms established in the
spinoff prospectus, (vi) the deletion of Article
27 of the Company's current Bylaws, and (vii)
the performance of the Task Force Created to
Implement the Proposal as from the
Extraordinary Shareholders' Meeting held on
March 20, 2014 and up to that date, and
granted such Task Force the broadest powers to
consider, manage and submit to competent
authorities all the required authorizations for the
implementation of the Proposal.

The Company published the corresponding
spinoff notices pursuant to Section 88 of the
Argentine General Associations Law. Two
objections were filed against the spinoff, which
were duly dismissed. Notwithstanding the
foregoing, the Company did not issue the
public deeds relating to the spinoff and creation
of the spun-off companies because the prior
regulatory authorizations had not been granted
as provided under its spinoff prospectus.

162

shares of Telba, and (iv) the motion to adjourn
the meeting until July 11, 2014 so that the
Company might make a filing requesting
AFSCA to ratify the existence of certain
precedents decided by AFSCA in other
companies' procedures to conform to the
Audiovisual Communication Services Law, in
connection with the limitations applicable to
the ownership of registered cable television
signals and, if any such precedents existed, that
AFSCA consider the proposal submitted by the
Company as if it had been reformulated. The
Company would then submit the matter to the
shareholders so that, with AFSCA’s answer, they
might consider the irrevocable offers received
for the sale of shares and/or assets that made up
Unit IV under the Proposal, and the irrevocable
offer for the acquisition of the shares of Cuyo
Televisión S.A., if any shall exist as of the date
on which the shareholders' meeting was
scheduled to resume.

The main terms and conditions of the offers
approved by the shareholders at the
Extraordinary Shareholders’ Meeting held on
June 30, 2014 were the following:

• The irrevocable offer received for the
acquisition of Unit III under the Proposal. The
irrevocable offer approved by the shareholders
for the acquisition of Unit III under the
Proposal had been made by Messrs. Gerardo
Martí Casadevall and Christophe DiFalco (the
Investors). The offer contemplated the
acquisition, on the Closing Date, defined as the
date that occurred 10 business days immediately
after the date on which all of the conditions
precedent had been fulfilled and until
December 31, 2014 unless such deadline should
be extended by both investors and/or by Grupo
Clarín and Fintech until no later than
December 31, 2014, from one or more
companies controlled by the Company, of a
given number of shares of Cablevisión S.A. such
that, upon consummation of the spin-off of
Cablevisión S.A., the Investors would be
entitled to receive 60% of the shares to be
issued by Cablevisión Spinoff 2. The Offer was
subject to the condition that it also include
minority equity interests in La Capital Cable
S.A., Tres Arroyos Televisora Color S.A.,
Teledifusora San Miguel Arcángel S.A. and AVC
Continente Audiovisual S.A., and Televisora
Privada del Oeste S.A. Simultaneously with this
Irrevocable Offer, the Investors had sent Fintech
Advisory Inc. an irrevocable offer in

substantially similar terms, for the Investors to
acquire all of the capital stock of a new limited
liability company to be incorporated in the
State of Delaware, United States of America,
that would own approximately 40% of the
shares that were to be issued by Cablevisión
Spinoff 2. The implementation and effective
closing of the transaction described under the
Irrevocable Offer -including the payment of the
offered price and the transfer of the shares of
Cablevisión S.A. to the Investors- was subject to
the following Conditions Precedent set forth
under the Offer, including the final approval to
be granted by AFSCA. The purchase price
established in the Irrevocable Offer was of a)
USD 28,200,000, for the 60% participation
owned by the Company. The price would be
paid as follows: a) USD 8,460,000 on the
Closing Date, in United States Dollars, and b)
the balance would be paid by means of a
promissory note to be issued by the Investors
and to be delivered on the Closing Date for
USD 19,740,000 under the terms described in
Exhibit III to the Offer. The conditions that
had been negotiated included: A purchase
option, transferrable to third parties, over the
assets sold for a term of 7 years, a percentage of
the sale price upon the occurrence of any
liquidity event, also in favor of the seller, and a
transferrable right of first refusal, which would
allow the Company to match any offer that the
purchasers might receive in the future -
conditions that would allow the current
shareholders to recover a portion of the future
value.

163

conditions precedent contained in the offer,
among others, that AFSCA and the other
oversight agencies that might correspond
approve the assignment, sale and transfer of the
Tucumán Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offerors required by the
Audiovisual Communication Services Law to be
a licensee of the audiovisual communication
service that was the subject matter of the Offer.
The Price offered for the Assignment of the
Tucumán Broadcasting Service was of Ps.
1,000,000 (One Million Pesos), payable as
follows: (i) Ps. 100,000 (One Hundred
Thousand Pesos) as Advance Payment, within 5
(five) business days after receipt by the Offeror
of the notice of pre-acceptance of the Offer; (ii)
Ps. 75,000 (Seventy Five Thousand Pesos) on
the Closing date, and (iii) the balance of Ps.
825,000 (Eight Hundred Twenty Five Thousand
Pesos) shall be payable with 11 (eleven) equal,
monthly and consecutive checks. On June 30,
2014, Radio Mitre sent to the Offeror the
notice of pre-acceptance of the Offer. Finally, on
July 1, 2014 Radio Mitre S.A. notified the
Offeror of the acceptance of the Offer, stating
that even though its acceptance of the Offer was
binding both on Radio Mitre and the Offeror,
its execution was subject to the effective
occurrence of the conditions precedent
indicated in the Offer. (B) Firm and Irrevocable
Offer for the acquisition of the Sound
Frequency Modulation Broadcasting Service in
Santa Fe: Its main terms and conditions were
the following: (I) Offeror: PRENSA Y
MEDIOS SANTAFESINOS DEL SUR S.A.
The assignment, sale and transfer of the Santa
Fe Broadcasting Service would be subject
(condition precedent) to the fulfillment on or
before December 31, 2014 -or upon expiration
of any extension of this term- of all of the
conditions precedent contained in the offer,
among others, that AFSCA and the other
oversight agencies that might correspond
approve the assignment, sale and transfer of the
Santa Fe Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offerors required by the
Audiovisual Communication Services Law to be
a licensee of the audiovisual communication
service that was the subject matter of the Offer.
The Price offered for the Assignment of the
Santa Fe Broadcasting Service was of USD
150,000 (One Hundred Fifty Thousand US
Dollars), payable as follows: (i) USD37,500
(Thirty Seven Thousand Five Hundred US

Dollars) as Advance Payment, within 5 (five)
business days after receipt by the Offeror of
notice of pre-acceptance of the Offer, and (ii)
the balance of USD112,500 (One Hundred
Twelve Thousand Five Hundred US Dollars) on
the Closing date. On June 30, 2014, Radio
Mitre sent to the Offeror the notice of pre-
acceptance of the Offer. Finally, on July 1, 2014
Radio Mitre S.A. notified the Offeror of the
acceptance of the Offer, stating that even
though its acceptance of the Offer was binding
both on Radio Mitre and the Offeror, its
execution was subject to the effective occurrence
of the conditions precedent indicated in the
Offer. (C) Firm and Irrevocable Offer for the
acquisition of the Sound Frequency Modulation
Broadcasting Service in San Carlos de Bariloche;
the main terms and conditions were the
following: (I) the offer letter was sent by
SALTAVIOLETA S.R.L. The assignment, sale
and transfer of the Bariloche Broadcasting
Service would be subject to the fulfillment on or
before December 31, 2014 -or upon expiration
of any extension of this term- of all of the
conditions precedent contained in the offer,
among them, that AFSCA and the other
oversight agencies that might correspond,
approve the assignment, sale and transfer of the
Bariloche Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offerors required by the
Audiovisual Communication Services Law to be
a licensee of the audiovisual communication
service that was the subject matter of the Offer.
The Price offered for the Assignment of the
Bariloche Broadcasting Service was of USD
75,000 (Seventy Five Thousand US Dollars)
(the “Price”), payable as follows: (i) USD18,750
(Eighteen Thousand Seven Hundred Fifty US
Dollars) as Advance Payment, within 5 (five)
business days after receipt by the Offeror of the
notice of pre-acceptance of the Offer, and (ii)
the balance of USD56,250 (Fifty Six Thousand
Two Hundred Fifty US Dollars) on the Closing
date. On June 30, 2014, Radio Mitre sent to
the Offeror the notice of pre-acceptance of the
Offer. Finally, on July 1, 2014 Radio Mitre S.A.
notified the Offeror of the acceptance of the
Offer, stating that even though its acceptance of
the Offer was binding both on Radio Mitre and
the Offeror, its execution was subject to the
effective occurrence of the conditions precedent
indicated in the Offer and (D) Firm and
Irrevocable Offer for the acquisition of the
Sound Frequency Modulation Broadcasting
Service in Bahía Blanca. Its main terms and

164

conditions were the following: The offer letter
was sent by Mr. Marcelo González, who made a
binding, firm and irrevocable offer for the
acquisition of the Sound Frequency Modulation
Broadcasting Service identified with the
distinctive signal “LRI436”, Category “D” to
operate in the frequency 96.5 Mhz, Channel
243, in the city of Bahía Blanca, Province of
Buenos Aires, the ownership of which in favor
of RMSA was confirmed under Resolution No.
0741-COMFER/00. The assignment, sale and
transfer of the Bahía Blanca Broadcasting
Service would be subject (condition precedent)
to the fulfillment on or before December 31,
2014 -or upon expiration of any extension of
this term- of all of the conditions precedent
contained in the offer, among them, that
AFSCA and the other oversight agencies that
might correspond approve the assignment, sale
and transfer of the Bahía Blanca Broadcasting
Service, including but not limited to the
approval of the admissibility conditions of the
Offerors required by the Audiovisual
Communication Services Law to be a licensee of
the audiovisual communication service that was
the subject matter of the Offer. The Price
offered for the Assignment of the Bahía Blanca
Broadcasting Service was of USD 50,000 (Fifty
Thousand US Dollars), payable as follows: (i)
USD12,500 (Twelve Thousand Five Hundred
US Dollars) as Advance Payment, within 5
(five) business days after receipt by the Offeror
of the notice of pre-acceptance of the Offer, and
(ii) the balance of USD37,500 (Thirty Seven
Thousand Five Hundred US Dollars) on the
Closing date. On June 30, 2014, Radio Mitre
S.A. sent to the Offeror the notice of pre-
acceptance of the Offer. Finally, on July 1, 2014
Radio Mitre S.A. notified the Offeror of the
acceptance of the Offer, stating that even
though its acceptance of the Offer was binding
both on Radio Mitre S.A. and the Offeror, its
execution was subject to the effective occurrence
of the conditions precedent indicated in the
Offer. With regard to the above-mentioned
offers, in July 2014 the offerors paid Radio
Mitre the advances that were agreed in
connection with the transfers of the frequencies
of San Miguel de Tucumán, Bahía Blanca and
Santa Fe.

Quiñonero (the “Offeror”), who made a
binding, firm and irrevocable offer (the “Offer”)
for the acquisition of the sound frequency
modulation broadcasting service, identified with
the distinctive signal LGR346. Category D, to
operate in the frequency 103.1MHz, Channel
276, in the city of San Carlos de Bariloche,
Province of Río Negro, awarded to Bariloche
TV pursuant to Resolution 154-
COMFER/2001 (the “Bariloche Broadcasting
Service”). (II) The assignment, sale and transfer
of the Bariloche Broadcasting Service would be
subject (as condition precedent) to the
fulfillment on or before December 31, 2014-or
upon expiration of any extension of that term,
should Bariloche TV extend it for up to 180
days-of all of the following Conditions
Precedent: (i) that AFSCA and the other
oversight agencies that might correspond
approve the assignment, sale and transfer of the
Bariloche Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offeror; and (ii) that as of the
Closing Date there were no laws and/or
administrative and/or court orders restraining,
prohibiting, amending, altering, conditioning or
rendering illegal the assignment, sale and
transfer of the Bariloche Broadcasting Service
under the conditions set forth in the Offer. (III)
The Offer was effective from June 24, 2014
through August 20, 2014 (the “Offer Period”),
notwithstanding which, if on or before that date
Bariloche TV should communicate to the
Offeror that the Offer had been considered
admissible by the Board of Directors of Grupo
Clarín S.A. and pre-accepted for the purpose of
its subsequent treatment at the shareholders'
meeting of Grupo Clarín S.A. that would
consider and decide on the manner, form and
conditions for the implementation of the
Proposal (the “Pre-Acceptance”), the Offer
would be automatically extended for an
additional period that would expire 10 (ten)
business days after the close of the above-
mentioned Shareholders' Meeting of Grupo
Clarín S.A. (IV) The Offer would have been
deemed accepted by Bariloche TV if the
shareholders of Grupo Clarín S.A., at the
abovementioned shareholders' meeting, had
decided within the Offer Period to accept the
Offer definitively, and Bariloche TV should
send the Offeror written notice stating
unequivocally its intention to assign, sell and
transfer to the Offeror the Bariloche
Broadcasting Service under the terms and
conditions of the Offer (the “Acceptance”). As

165

from Acceptance, this Offer would have been
binding on both Bariloche TV and the Offeror
and its execution would only be subject to the
effective occurrence of the Conditions
Precedent. At closing, the parties would execute
all the final instruments required to
consummate the assignment, sale and transfer of
the Bariloche Broadcasting Service. (V) Within
10 (ten) days as from the Acceptance, the
Offeror would undertake to create a company
for the purpose of acquiring the Bariloche
Broadcasting Service. (VI) If the Offer should
be accepted as of the Closing Date, Bariloche
TV and the Offeror would perform the acts
required to execute a firm agreement on the
assignment, sale and transfer of the Bariloche
Broadcasting Service in favor of the Offeror in
accordance with the terms and conditions of the
Offer (the “Assignment”). (VII) The Price
offered for the Assignment of the Bariloche
Broadcasting Service was of Ps. 450,000 (Four
Hundred Fifty Thousand Pesos) (the “Price”),
payable as follows: (i) Ps. 149,985 (One
Hundred Forty Nine Thousand Nine Hundred
Eighty Five Pesos) as initial price, on the
Closing date, and (ii) Ps. 300,015 (Three
Hundred Thousand Fifteen Pesos), which would
be converted into US Dollars at the official offer
exchange rate quoted by Banco Nación on the
day immediately preceding the Closing date
(the “Price Balance”), and would be paid in 2
(two) equal installments of Ps. 115,007.50 each
-with no interest- which would be payable upon
12 (twelve) and 18 (eighteen) months as from
Closing date. The Offeror might cancel such
installments in Pesos, at the official offer
exchange rate quoted by Banco Nación on the
day immediately preceding the payment date.
The Price Balance would be guaranteed by the
Offeror by the issuance and delivery to
Bariloche TV, on the Closing date, of 2 (two)
promissory notes. (VIII) The Offer set as
closing date the tenth business day as from the
fulfillment of the last of all Conditions
Precedent (the “Closing”), at the time and place
that Bariloche TV would notify the Offeror in
writing, to carry out the acts necessary to
execute the Assignment of the Bariloche
Broadcasting Service. (IX) The Assignment of
the Bariloche Broadcasting Service would be
executed in the economic, financial, equity, tax,
legal and regulatory conditions in which such
service wss at Closing Date. (X) The Offeror
undertook to carry out at its own risk, within
applicable terms, all the notices and/or filings
with the authorities or governmental agencies

that might be necessary (especially with
AFSCA) on account of or in connection with
the Offer. On July 1, 2014, Bariloche TV
notified Mr. Francisco Alejo Quiñonero of the
acceptance of the Offer, stating that as from the
Acceptance, the Offer was binding both on the
company and the Offeror, and its execution was
only subject to the effective occurrence of the
conditions precedent indicated in the Offer. The
parties would, at Closing, execute all the final
instruments required to consummate the
assignment, sale and transfer of the sound
broadcasting service subject matter of the Offer.

• The terms and conditions of the Irrevocable
Offer for the acquisition of the shares of TELBA
were the following: (I) the letter was sent to
ARTEAR and GC Minor S.A. by Mr. Francisco
Alejo Quiñonero, who made a binding, firm
and irrevocable Offer to acquire the following
equity interests in TELBA: (i) 156,624
registered, non endorsable, common shares with
a nominal value of Ps. 0.0001 and entitled to
one vote per share, representing 99.9994% of
the capital stock and votes of TELBA owned by
ARTEAR, and in the same proportion the
political and economic rights inherent to such
shares (the “ARTEAR Shares”), and (ii) 1 (one)
registered, non endorsable, common share with
a nominal value of Ps. 0.0001 and entitled to
one vote per share, representing 0.0006% of the
capital stock and votes of TELBA owned by GC
Minor, and in the same proportion the political
and economic rights inherent to such shares.
The assignment, sale and transfer of the Shares
was subject to the approval by AFSCA and by
other oversight agencies that might correspond
on or before December 31, 2014 of the transfer
of the Shares subject matter of the Offer; and to
the absence as of the Closing Date of any laws
and/or administrative and/or court orders
restraining, prohibiting or rendering illegal the
transfer of the Shares under the conditions set
forth under the Offer (the “Conditions
Precedent”). On July 1, 2014, ARTEAR and
GC Minor notified Mr. Francisco Alejo
Quiñonero of the acceptance of the Offer,
stating that as from the Acceptance, the Offer
was binding on ARTEAR, GC Minor and the
Offeror, and its execution was only subject to
the effective occurrence of the conditions
precedent indicated in the Offer. The parties
would, at Closing, execute all the final
instruments required to consummate the
assignment, sale and transfer of the Shares of
TELBA. The Price offered for the Purchase of

166

the Shares of TELBA was of Ps. 5,000,000 (Five
Million Pesos) (the “Price”), payable as follows:
(i) Ps. 1,666,500 (One Million Six Hundred
Sixty Six Thousand Five Hundred Pesos), at
Closing; and (ii) the balance of Ps. 3,333,500
(Three Million Three Hundred Thirty Three
Thousand Five Hundred Pesos) would be
converted into US Dollars at the official offer
exchange rate quoted by Banco de la Nación
Argentina on the Closing date (the “Purchase
Price Balance”), and would be settled as follows:
(i) 50% (fifty per cent) of the Purchase Price
Balance would be settled upon 12 (twelve)
months as from Closing date, and (ii) the
remaining 50% (fifty per cent) of the Purchase
Price Balance would be settled upon 18
(eighteen) months as from Closing date.
Although the Purchase Price Balance had been
agreed in US Dollars, the Offeror might settle
the Purchase Price Balance in pesos, or any
currency that might replace the Argentine peso,
at the official offer exchange quoted by Banco
de la Nación Argentina. The Purchase Price
Balance would be guaranteed by the Offeror by
the issuance and delivery to ARTEAR and GC
Minor, on the Closing date, of 2 (two)
promissory notes. The Purchase of the Shares of
TELBA would be executed in the economic,
financial, equity, tax, legal and regulatory
conditions in which such shares and TELBA
were at Closing. Additionally, the Purchase
would be, with respect to ARTEAR and GC
Minor, free and clear of any responsibility
arising from the existence of any liabilities
arising prior to the Closing date and not
disclosed in the Financial Statements of TELBA.
Also, at Closing, the Offeror would grant
ARTEAR and GC Minor and/or a designee of
ARTEAR and GC Minor, irrevocably and
firmly: the exclusive, firm and irrevocable right,
but not the obligation, to opt for the purchase
of the Shares of TELBA (the “Right of
Option”); and the right of first refusal to
acquire, exclusively and with priority the Shares
of TELBA with respect to any third party (the
“Right of First Refusal”), subject to the terms
and conditions established in the Offer.

and/or holders of the registered title of cable
television signals (when the latter are not
licensees). The Company also stated that if that
agency were to confirm the Company’s
interpretation, then the Proposal should be
deemed reformulated and/or partially amended
based on any such precedents and on the
principle of equality, taking into account the
reservation of rights under the Company’s
Proposal.

On July 10, 2014, AFSCA served the Company
and ARTEAR with Notice 130 AFSCA/14
whereby, in response to the note submitted by
both companies on July 1, 2014, that agency
stated that in the opinion of AFSCA’s
Permanent Legal Service, the request made by
both companies entailed a material amendment
of the Proposal, and therefore AFSCA rejected
the requested reformulation and/or amendment
of the Proposal because it considered that the
procedural stage for such amendments had
concluded. That agency also stated, prima facie,
that the precedents mentioned by both
companies regarding the signals were not
applicable to the case under review.

On July 11, 2014, when the shareholders of the
Company resumed the Shareholders’ Meeting
that had been adjourned on June 30, 2014, the
shareholders approved (i) the firm and irrevocable
Alternative Offer of 34 South Media LLC for
Unit IV under the Proposal, which was
considered by the Company’s Board of Directors
on the same date, and instructed the Board of
Directors, in light of the response received from
AFSCA, to carry out all the necessary steps to
comply with the Proposal and to bring the
administrative and legal actions required to best
safeguard the interests of the Company and (ii)
the Irrevocable Offer for the acquisition of the
shares of Cuyo Televisión S.A. (which make up
Unit VI under the Proposal) owned by Diario
Los Andes Hermanos Calle S.A., which had been
considered by the Company’s Board of Directors
on the same date.

The main terms and conditions of the offers
approved by the shareholders at the meeting
held on July 11, 2014 to resume the
Extraordinary Shareholders’ Meeting that had
been adjourned until that date on June 30,
2014 were the following:

• The terms and conditions of the firm and
irrevocable Alternative Offer of 34 South Media

167

LLC for Unit IV under the Proposal approved
by the shareholders were the following: The
offer consisted in the transfer of ownership of
the assets that make up Unit IV under the
Proposal to a trust in which Grupo Clarín S.A.
and GC Minor S.A. would be the Settlors, by
contributing all the shares issued by Inversora de
Eventos S.A. representing 100% of the capital
stock and votes of that company, together with
the political and economic rights inherent to
such shares, once IESA has exercised its call
options on the signals and the shares
representing 24.999613% of the capital stock
and votes of Canal Rural Satelital S.A, currently
owned by ARTEAR. The trust would be
managed by an independent trustee, which
would be appointed by Grupo Clarín S.A., GC
Minor S.A. and 34 South Media LLC by
mutual agreement. The trustee would carry out
its duties based on management and
administration rules or a manual to be defined
by mutual agreement among Grupo Clarín S.A.,
GC Minor S.A. and 34 South Media LLC at
the creation of the Trust. The main purpose of
the trust would be to preserve the value of the
assets held in trust in case the Company decided
to bring legal actions to safeguard its rights. The
beneficiaries of the trust would be Grupo Clarín
S.A., GC Minor S.A. or 34 South Media LLC,
to which the trustee would transfer as
appropriate the ownership of the property held
in trust. The trustee would transfer all the
Shares of IESA applying the following criteria:
1st) in favor of 34 South Media LLC if Grupo
Clarín S.A. should be forced to divest of Unit
IV, within 10 days as from the fulfillment of the
Conditions Precedent (as defined below) or the
setting of the Price, whichever occurs last (the
“Closing”), or 2nd) in favor of Grupo Clarín
S.A. and GC Minor S.A. if Grupo Clarín S.A.
should not be forced to divest of Unit IV,
within 10 days as from the final decision
rendered in any actions brought by the
Company. Prior to Closing, the parties would
set the price that the offerors would pay to the
assignors for the Shares of IESA according to
the following procedure: The offerors would
offer the assignors an aggregate price for the
Shares of IESA (hereinafter, the “Offered
Price”). If the assignors did not accept the
Offered Price, they might entrust Banco
Santander or Banco Itaú, at the sole discretion
of the assignors, with the valuation of the Shares
of IESA, or they may appoint any other
appraiser by mutual agreement among the
parties at the request of the assignors. The

appraiser would carry out its duty within thirty
calendar days as from its designation and would
notify by certifiable means the result of the
valuation to all the parties involved. The
valuation method would be determined by the
designated appraiser. Once the parties had been
notified by certifiable means of the price
resulting from the valuation under the
stipulated procedure (hereinafter, the “Appraised
Price”), the following procedure would be
followed: 1) If the Offered Price had been lower
than the Appraised Price, the offerors would
have acquired the Shares of IESA at the Offered
Price + [(Appraised Price - Offered Price) / 2]).
2) If the Offered Price had been higher than the
Appraised Price, the Price to be paid by the
offerors to the assignors for the Shares of IESA
would have been: Appraised Price + [(Offered
Price - Appraised Price ) / 2]). The costs and
expenses incurred as a result of the valuation
stipulated in that clause would be exclusively
and equally borne by the assignors and the
offerors. After the final Sale Price had been
agreed upon or set, the transaction would have
been implemented at Closing, which would
have taken place on the date and at the place
indicated by the assignors. The price would be
paid as follows: 30% at Closing and the balance
in three equal, annual and consecutive
installments counted as from Closing. The
fulfillment of the obligations undertaken by the
parties at Closing, including the payment of the
Price by the offerors to the assignors and the
transfer of the Shares of IESA by the trust to the
offerors, would be subject to the fulfillment of
all of the following conditions (individually and
collectively, hereinafter the “Conditions
Precedent”): 1) That -where necessary- AFSCA
and other oversight agencies that might
correspond approve the transfer of Shares of
IESA and other assets subject matter of this
agreement in favor of the offerors; and 2) that
there were no laws and/or administrative and/or
court orders restraining, prohibiting, amending,
altering, conditioning or rendering illegal the
transfer of the Shares of IESA and other assets
subject matter of this agreement.

168

Andes, all the rights and actions it has over
36,000 shares representing 9% of the capital
stock and votes of CUTESA. As from the notice
of acceptance of the offer, it would be binding on
both Diario Los Andes and on the Assignors and
its execution would only be subject to the
effective occurrence of the conditions precedent
mentioned in the offer. At closing, the parties
would execute all the final instruments required
to consummate the assignment of the rights over
the shares of CUTESA. The price offered for the
assignment, sale and transfer of the rights over
the shares of CUTESA was Ps. 17,000,000
payable by the Assignees to Diario Los Andes as
follows: Ps. 15,000,000 on the closing date, Ps.
2,000,000 equal to 6,000 seconds of prime time
advertising in CUTESA provided that such
advertising seconds might be used by Diario Los
Andes or the members of the same economic
group within 5 years as from Closing.
Notwithstanding the foregoing, the Assignees
would pay to Diario Los Andes an additional Ps.
5,000,000 (the “Contingent Price Balance”),
subject to the condition precedent that upon the
expiration of the current term of the license -
which would have expired on November 24,
2017-, CUTESA be legally authorized to
continue exploiting the television broadcast
service in the City of Mendoza on account of an
extension or renewal of the license under any title
or cause, or that CUTESA continue to exploit
the service, in which case the Assignees shall pay
to Diario Los Andes the Contingent Price
Balance under the conditions mentioned in the
Offer. If exploitation of the service was
maintained during only part of a given period,
the Assignees would have had to pay to Diario
Los Andes the Contingent Price Balance pro rata,
based on the duration of the service. In order to
guarantee the payment of the price (and if
applicable the Contingent Price Balance) to
Diario Los Andes, the Assignees would be jointly
and severally liable for, and would be unrestricted
guarantors of all the obligations undertaken by
the Assignees with respect to the payment of the
price balance. The profits generated by CUTESA
during the years 2013 and 2014 (in this case on a
pro rata basis until the closing date) would be
approved by the Assignees as dividends in favor
of Diario Los Andes within the legal terms and
payable by CUTESA to Diario Los Andes within
ten working days as from their approval.

On July 22, 2014, the Company and ARTEAR
made a filing with AFSCA in order to request
that agency to disregard the erroneous

considerations contained in Opinion No.
001028-AFSCA/DGAJ and dismiss all the
decisions rendered by the areas of AFSCA stated
in Minutes No. 51 of AFSCA, which were
served on the Company and ARTEAR on July
11, 2014, and to consider the Proposal
reformulated and/or amended under the terms
indicated by the Company and ARTEAR in
their note dated July 1, 2014 (Proceeding No.
13291-AFSCA/14).

On July 24, 2014, Grupo Clarín S.A. made a
filing before AFSCA in order to notify that
agency that the shareholders of the Company, in
connection with the implementation of the
Proposal that was declared formally admissible
pursuant to Resolution No. 193/AFSCA/2014,
had approved: i) the proposal for the partial
spinoff of Grupo Clarín S.A. and the
consequent creation of a new company; ii) the
irrevocable offer received by Grupo Clarín S.A.
for the acquisition of a given number of shares
of Cablevisión such that its acquirer will become
holder of Cablevisión Spinoff 2, i.e. Unit III
under the Proposal; iii) the transfer of the assets
owned by ARTEAR allocated to Unit IV in
favor of IESA and the irrevocable offer to
transfer the equity interests owned by Grupo
Clarín S.A. and GC Minor S.A. in IESA in
favor of a trust to be created; iv) the irrevocable
offers received by Radio Mitre S.A. for the sale
of the assets that make up Unit V; and v) the
irrevocable offers received by ARTEAR and
Diario Los Andes Hermanos Calle S.A. for the
sale of the assets that make up Unit VI.

Also on July 24, 2014, Cablevisión made a
filing with AFSCA in order to notify that
agency that on June 30, 2014, the shareholders
of Cablevisión, at that Company’s Extraordinary
Shareholders’ Meeting, had unanimously
approved: i) the proposal for the partial spinoff
of that company that had been duly informed
to AFSCA; ii) the partial amendment of
Cablevisión’s bylaws, which contemplated the
observations made by AFSCA; iii) the creation
of two new companies with a portion of the
equity subject to the spinoff; iv) the merger of a
portion of the equity subject to the spinoff with
Tres Arroyos Televisora Color S.A., Indio Rico
Cable Color S.A., Copetonas Video Cable S.A.,
Dorrego Televisión S.A., Cable Video Sur S.A.
(under reorganization), and v) the merger of a
portion of the equity subject to the spinoff with
La Capital Cable S.A. and Otamendi Cable
Color S.A. In the same filing, the Company

169

attached the Bylaws of the companies that were
to be spun off.

On July 25, 2014, the Company made a filing
with AFSCA in order to notify that agency that
at the Extraordinary Shareholders’ Meeting held
on June 30, 2014, its shareholders had approved
the irrevocable offer received from Messrs. Martí
Casadevall and Christophe DiFalco for the
acquisition of a number of shares of Cablevisión
such that, upon consummation of the spin-off
of Cablevisión, the offerors would be entitled to
receive sixty percent (60%) of the shares to be
issued by Cablevisión Spinoff 2 (Unit III under
the Proposal).

On August 11, 2014, Cablevisión requested the
SECOM to register the telecommunications
licenses directly or indirectly owned by
Cablevisión under the name of the surviving
company in accordance with the procedure to
conform the Company to the Audiovisual
Communication Services Law No. 26,522.

On August 13, 2014, AFSCA notified Grupo
Clarín, Cablevisión, ARTEAR and Radio Mitre
of Resolution No. 902/AFSCA/2014. The
Resolution rejected a request for the partial
amendment of the proposal filed by Grupo
Clarín and ARTEAR, relating to the divestment
of assets owned directly by the latter. The
Resolution also compelled Grupo Clarín,
ARTEAR, Radio Mitre and Cablevisión to
ratify their intention to fulfill, with no changes,
the Proposal that was declared formally
admissible pursuant to Resolution No.
193/AFSCA/2014 in the terms in which it was
admitted. That agency also stated that failure to
do so would be sanctioned pursuant to Section
21 of Law No. 19,549,

On August 15, 2014, 34 South Media LLC
requested Grupo Clarín and GC Minor to
reconsider the Original Offer submitted on June
26, 2014, i.e. the transfer of the shares
representing 100% of IESA’s capital stock in
favor of 34 South Media LLC, including all of
the assets that made up Unit IV. 34 South
Media LLC also stated that in the event of
acceptance of the Original Offer, Mr. Miguel El
Haiek would acquire the minority interest in
IESA that might be necessary for regulatory
purposes in order to comply with the
requirement of a plurality of shareholders
established under Law No. 19,550. Therefore,
on August 15, 2014, the Board of Directors of

Grupo Clarín held a meeting to take note of
Resolution No. 902/AFSCA/2014 and to
consider the note sent by 34 South Media LLC,
whereby the latter offered Grupo Clarín and
GC Minor the possibility of reconsidering and
accepting the Original Offer submitted on June
26, 2014. At such meeting of the Board of
Directors, taking into consideration the evident
arbitrariness with which AFSCA decided and
behaved in connection with Grupo Clarín and
its subsidiaries, the Board decided to accept the
Original Offer submitted by 34 South Media
LLC, stating its acceptance in writing in order
to, in this way, transfer Unit IV under the
Proposal to 34 South Media LLC.
Consequently, the Alternative Offer that had
been approved by the shareholders at the
Shareholders’ Meeting of Grupo Clarín that had
been resumed after its adjournment, was
rendered without effect. At the same Meeting,
the Board decided to call a new Extraordinary
Shareholders’ Meeting of Grupo Clarín in order
for the shareholders to ratify the decision of the
Board of Directors in connection with the
acceptance of the original Offer. Also on August
15, 2014, the Board of Directors of GC Minor
decided to approve the Original Offer
submitted by 34 South Media LLC. Finally, also
on August 15, 2014, Grupo Clarín and GC
Minor notified 34 South Media LLC and Mr.
Miguel El Haiek of the acceptance of the
Original Offer, which therefore became binding
on all the parties involved.

On August 15, 2014, ARTEAR and Grupo
Clarín S.A. made a filing with AFSCA in order
to inform and certify: (i) the acceptance of the
offer for the 100% equity interest held by
ARTEAR and GC Minor S.A. in Teledifusora
Bahiense S.A., owner of LU 81 TV Canal 7 of
Bahía Blanca. They requested AFSCA to render
a preliminary decision about the admissibility
conditions of the Offerors to proceed without
further delay with its effective transfer, and (ii)
the transfer by ARTEAR of 24.999613% of the
shares of Canal Rural Satelital S.A. in favor of
IESA. They also requested that agency to
acknowledge the new shareholder structure of
Canal Rural Satelital S.A. in conformity with
Decree No. 904/2010.

On August 19, 2014, ARTEAR and Grupo
Clarín S.A. made a filing with AFSCA in order
to inform and certify the transfer of the signals
El Trece Satelital, Volver, Quiero mi Música en
mi Idioma and Magazine by ARTEAR in favor

170

of IESA and requested that agency to
acknowledge the new ownership of those
registered signals. The accepted Offer also
provided for the execution of content supply
agreements whereby the parties agreed on a
consideration that was calculated in every case
based on a percentage of the revenues generated
by the commercialization of the transferred
cable television signals, with an established
minimum consideration.

On August 19, 2014, the Board of Directors of
Cablevisión took note of Resolution No.
902/AFSCA/2014, highlighting the threat
contained in that Resolution to apply the ex
officio implementation of the Proposal even
though the term granted by Resolution No.
193/AFSCA/2014 for its execution had not yet
expired, in addition to being legally
inapplicable.

On August 19, 2014, Grupo Clarín, ARTEAR,
Radio Mitre and Cablevisión made a filing with
AFSCA in order to inform and certify that they
had duly completed all actions required of those
companies and necessary to implement the
Proposal in the terms in which it had been
approved pursuant to Resolution No.
193/AFSCA/2014. Consequently, the Company
deemed that AFSCA's inapplicable order issued
pursuant to Resolution No. 902/AFSCA/2014
had been responded. In that same filing, they
also requested AFSCA (i) to order and decide
on the prior acts that are necessary to complete
the process and that were requested in each of
the filings made by the Company, including an
extension of the term granted for the
implementation of the Proposal for as long as it
takes that Agency to analyze and instrument
such prior acts, and (ii) to compel the other
government agencies that must necessarily
intervene in that procedure, to issue the
corresponding authorizations that were required
prior to its final implementation to enable the
final completion of the process.

On September 2, 2014 the term for the
Company’s creditors to exercise their rights to
object to the spinoff expired. Notwithstanding
the above, as of the date of these financial
statements, the Company has not yet issued the
public deeds relating to the spinoff and to the
creation of the spun-off companies because the
prior regulatory authorizations have not been
granted as provided under its spinoff prospectus.

On September 19, 2014, the Company,
Cablevisión, ARTEAR and Radio Mitre were
served with Note No. 640
AFSCA/DGAJyR/SGAJ/DAyT/14, which
stated that the analysis of the Company's filings
yielded prima facie evidence of the existence of
corporate relationships between Audiovisual
Communication Service Units No. 1 and No. 2
due to the fact that some of the proposed
trustees were individuals who were related to
each other through companies, thus verifying
relationships among them that could generate
undue concentration practices, which would
lead to a joint management of Units No. 1 and
No. 2. Therefore, AFSCA granted those
companies a term of 10 (ten) days to allege and
provide evidence of the factual and legal
circumstances that might disprove the existence
of the above-mentioned relationships, the joint
management of the trusts and, therefore, the
breach of the antitrust and deconcentration
principles provided under Law No. 26,522.

On September 22, 2014, at the General
Extraordinary Shareholders' Meeting, the
shareholders of the Company decided to ratify
all the decisions adopted by the Board of
Directors of the Company on August 15, 2014
in connection with the acceptance of the firm
and irrevocable offer to purchase the shares and
signals that made up Unit IV under the
Proposal received from 34 South Media LLC,
and consequently, to revoke the decision
approved under point 5 of the Agenda of the
General Extraordinary Shareholders' Meeting
held on June 30, 2014 and resumed on July 11,
2014 after its adjournment.

On October 6, 2014, the Company made a
filing with AFSCA in response to the request
made by that agency. The Company requested
that agency to dismiss without further
formalities Notes No.
640/AFSCA/DGAJyR/SGAJ/DAyT/2014 and
DAEYP No. 92 for being premature and
manifestly inappropriate and therefore
absolutely null and void. The Company also
requested that AFSCA consider the explanations
provided in response to its observations and
compel the other intervening authorities to
carry out the necessary administrative acts to
enable the final completion of the procedure to
conform the Company to the Audiovisual
Communication Services Law. The Company
also informed that agency of the decision of the
controlling shareholders to change the proposed

171

trustees who had been challenged by that
agency, reiterating that, in the Company’s
understanding, the trustees proposed in the
event that the spinoff of Grupo Clarín would
have been finally approved and implemented,
would have largely complied with the
Audiovisual Communication Services Law.

On October 9, 2014, AFSCA notified the
Company, ARTEAR, Radio Mitre and
Cablevisión of AFSCA Resolution No.
1,121/2014 whereby it decided to (i) reject the
spinoff project of the Company, the spinoff
project of Cablevisión, the formation of the
foreign trusts and the transfers proposed by the
Company, ARTEAR, Radio Mitre and
Cablevisión, (ii) initiate the Ex Officio Transfer
procedure pursuant to Section 1, subsection a)
of Annex I of AFSCA Resolution No.
2206/2012, (iii) compel the Company,
ARTEAR, Radio Mitre and Cablevisión to
expressly inform, in the form of an affidavit—
attaching the corresponding supporting and
evidentiary documentation—within a term of
fifteen (15) days, whether all of the services and
registrations detailed in the list disclosed under
Annex III of Action No. 22,253 AFSCA/13
were owned and/or exploited by said companies,
indicating, where appropriate, which of those
services and registrations were not owned by
them and/or were not exploited by them; failure
to do so would be sanctioned pursuant to
Section 5 of Annex I of AFSCA Resolution No.
2206/2012; (iv) compel the Company,
ARTEAR, Radio Mitre and Cablevisión to
expressly inform, in the form of an affidavit—
attaching the supporting and evidentiary
documentation—within a term of fifteen (15)
days, the detail of any licenses owned or
exploited by such companies that may not have
been included under Annex III of Action No.
22,253-AFSCA/13; failure to do so would be
sanctioned pursuant to Section 5 of Annex I of
AFSCA Resolution No. 2206/2012; (v) compel
the Company, ARTEAR, Radio Mitre and
Cablevisión to expressly inform, in the form of
an affidavit, within a term of fifteen (15) days,
the assets related to each license and/or services
that did not appear on the list identified as “list
of assets related to the service”, also indicating
whether or not the inclusion of any such assets
may not be appropriate; failure to do so would
be sanctioned pursuant to Section 5 of Annex I
of AFSCA Resolution No. 2206/2012 and (vi)
request in due time the intervention of the
Court of Appraisals of Argentina, submitting to

that Agency the information related to the
services, detailed registrations and the essential
assets related to them, and especially the
agreements and assets contributed by the
Company, for the purposes provided under
Section 3, Subsection c), Annex I of AFSCA
Resolution No. 2206/2012.

The Company believed that AFSCA Resolution
No. 1121/2014 was absolutely null and void
because it had been issued in manifest and
public violation of the due process of law and
inaudita parte, without notifying the Company,
ARTEAR, Cablevisión and Radio Mitre of the
alleged facts and/or non-compliances that had
grounded such resolution.

AFSCA sought to ground its Resolution No.
1121/2014 in two alleged failures to comply with
the Proposal: i) the corporate relationship and/or
joint management of the business units to be
created and ii) the alleged failure to comply with
the committed divestitures. The companies
mentioned by AFSCA as companies whose
ownership and/or management would generate,
in the Enforcement Authority’s judgment,
corporate relationships with the companies that
submitted the proposal, i.e. the Company,
ARTEAR, Radio Mitre and Cablevisión, (a) do
not have any corporate relationship with any of
those companies and, pursuant to Section 27 of
the Audiovisual Communication Services Law,
do not control and are not controlled by any of
those companies, (b) therefore, neither the
Company, nor ARTEAR, Radio Mitre or
Cablevisión was ever required to disclose those
companies in the Proposal. No such obligation
arises from the application of the law or from the
application of the regulations issued by AFSCA
itself. Moreover, the companies mentioned by
AFSCA do not result in the creation vertical or
horizontal integration processes with any of the
companies involved in the proposal, and do not
infringe the multiple license regime provided
under Section 45 of the Audiovisual
Communication Services Law. Under the
application of the Audiovisual Communication
Services Law or its regulations, the Company,
ARTEAR, Radio Mitre and Cablevisión were not
required to identify and/or disclose information
about any other company and/or venture that
was not directly or indirectly related to the
exploitation of audiovisual communication
services identified at the time the Proposal was
submitted. The AFSCA also stated in its
Resolution that the transactions proposed to

172

divest of certain assets in Units 3, 4, 5 and 6
included provisions that would allow the
Company to “recover its companies” and would
prevent the prospective buyers from exercising
their full ownership rights over such companies.
AFSCA has allowed in other precedents identical
rights, without considering them as events of
non-compliance with the Audiovisual
Communication Services Law. The transfer of the
full ownership over the transferred assets may not
be doubted, because the transfer agreement
specifically provides for the acquisition of those
assets by a third party in exchange for the
payment of a sum of money, and in addition to
the transfer of the equity interests, the Company
loses its exposure, or right, over the variable
returns generated by those assets as well as the
ability to affect those returns.

Given the evident infringement of the
guarantees of due process and defense in court,
the Company, ARTEAR, Radio Mitre and
Cablevisión requested the recusation of the
AFSCA Directors who, without having read the
internal opinions issued in this regard and even
when this was not an item of the agenda,
approved AFSCA Resolution No. 1121/2014, as
well as the public officials who were actively
involved in the process.

By means of Decree No. 1942/2014, the
National Executive Branch decided to dismiss
the recusation requested by the Company.

Subsequently, on October 28, 2014, the
Company, Cablevisión, ARTEAR and Radio
Mitre made a filing with AFSCA in order to
request that agency to dismiss all the decisions
rendered by the intervening Areas within the
framework of Opinion No. 001488-
DGAJyR/14 and to declare the nullity of
AFSCA Resolution No. 1121/2014.

On October 31, 2014, Federal Civil and
Commercial Court No. 1 granted an interim
injunction (medida precautelar) in re "GRUPO
CLARÍN v. NATIONAL GOVERNMENT re/
Incidental procedure relating to appeal",
whereby the court ordered the National
Government and AFSCA “to abstain from
performing, directly or through third parties,
any action in connection with the ex officio
transfer procedure until a decision is rendered
with respect to the injunction requested by the
Company”. The Company informed AFSCA of
such decision through a Notarial Certificate on

the very same date, October 31, 2014.
Therefore, the Company was not under an
obligation to respond to the requests provided
under Sections 3, 4 and 5 of Resolution No.
1,121/AFSCA/2014 as long as the interim
injunction was in effect.

After being served with AFSCA Resolution No.
2,276/AFSCA/2012, the claimants had
requested an injunction in re “GRUPO
CLARÍN v. NATIONAL GOVERNMENT re/
Incidental procedure relating to appeal"
ordering the suspension of the application of
point b), Subsection 3, Section 161 of Decree
No. 1,225/2010, of Section C “Ex officio
transfer”, of Chapter III, Annex I, of AFSCA
Resolution No. 297/2010, and of the ex officio
transfer procedure provided under Annex I, of
AFSCA Resolution No. 2,206/2012, and
ordering AFSCA to abstain from: i) transferring
ex officio the broadcasting licenses exploited by
the claimants, ii) declaring the expiration of
their licenses as a consequence of the failure to
transfer such licenses ex officio and/or the
breach of the challenged laws and iii) ordering
the intervention and/or any other measure that
might prevent the Company's normal
management and the rendering of the
audiovisual and internet access services until a
final decision was rendered in the case. The
purpose of the incidental procedure relating to
appeal was to request the declaration of
unconstitutionality of: 1) point b), Subsection
3, Section 161 of Decree No. 1,225/2010; 2)
point 1 of Chapter 1 of AFSCA Resolution No.
297/2010, which provides for a term of thirty
days to submit a proposal to conform the
Company to the Audiovisual Communication
Services Law; 3) Section C “Ex officio transfer”,
of Chapter III, Annex I, of AFSCA Resolution
No. 297/2010; 4) the first paragraph of Section
43 of Decree No. 1,225/2010; and 5) AFSCA
Resolution No. 2,206/2012 to the extent it
amends and regulates, in its Annex I, the ex
officio transfer procedure for licenses and the
essential assets related thereto. Given the fact
that Resolution No. 2,276/12, which had also
ordered the ex-officio forced divestiture
procedure, was revoked by AFSCA after the
Proposal had been submitted, the preliminary
injunction was granted only after the claimants
were served notice of AFSCA Resolution No.
1,121/2014.

In view of the serious irregularities mentioned
above, upon a request made by Grupo Clarín,

173

ARTEAR and Radio Mitre in re “GRUPO
CLARÍN S.A. and Other v. National
Government and Other on Merely Declarative
Action on Motion for appeal” (File
7,263/2012), on December 9, 2014, the
National Court of First Instance on Federal
Civil and Commercial Matters No. 1, Clerk’s
Office No. 1, granted an injunction that
suspended the effects of Resolution No.
1,121/AFSCA/2014 for a term of six months.
This injunction has the same purpose as the
above-mentioned interim injunction. Both
AFSCA and the National Government were
served with this decision and they both filed an
appeal. The appeals were substantiated and the
file was submitted to Chamber No. 1 of the
National Court of Appeals on Federal Civil and
Commercial Matters, which had to render a
decision on the appeals.

On February 20, 2015, the Company was
served notice of the decision rendered by the
National Court of Appeals on Federal Civil and
Commercial Matters, Chamber No. 1, whereby,
on February 19, 2015, it confirmed the decision
rendered by the Court of Federal Civil and
Commercial Matters No. 1 in re “GRUPO
CLARÍN v. NATIONAL GOVERNMENT re
Incidental Procedure.”

Both the National Government and AFSCA
filed an appeal against that decision to have the
case brought before the Supreme Court which -
once substantiated- was partially granted on
April 16, 2015. Therefore, the case was
submitted to the Supreme Court of Argentina
which shall render a decision thereon.

The Company, Radio Mitre, ARTEAR and
Cablevisión believe that they have executed the
Proposal that was declared formally admissible
pursuant to Resolution No. 193, fully in
accordance with the commitment undertaken
by them and in compliance with the applicable
regulatory framework, and consider that
Resolution No. 1,121/AFSCA/2014 is evidently
arbitrary and inappropriate and infringes the
constitutional guarantees of due process and
defense in court. The procedure to approve such
Resolution had serious irregularities and gross
and malicious errors relating to the
interpretation and application of effective
legislation, inevitably rendering such Resolution
null and void. For these reasons, the affected
companies requested the Resolution's
nullification before an administrative court.

Therefore—and given AFSCA’s arbitrary and
discriminatory decisions and the Company’s
understanding that AFSCA made an
unconstitutional application of Sections 45, 48
and 161 of Law No. 26,522, of Decree No.
1,225/10 and of the implementing regulations
issued pursuant to AFSCA Resolutions Nos.
297/2010 and 2,206/2012—on March 5, 2015,
the claimants broadened the scope of the claim
filed in re “GRUPO CLARÍN v. NATIONAL
GOVERNMENT on Incidental Procedure”
(File 7,263/2012)”, and requested the judge to:
(i) declare that AFSCA’s enforcement of Sections
45, 48 and 161 of the LSCA on the claimants
through AFSCA Resolution No. 1,121/14 is
unconstitutional and infringes the right to
freedom of the press, property, equality before
the law, due process, defense in court and the
principle of reasonableness with which those
powers must necessarily be exercised; (ii)
declare, if necessary, that each and every
resolution related to this unconstitutional
enforcement, in particular AFSCA Resolution
No. 1,121/14, is illegitimate and null and void;
(iii) order claimants to comply with the
legitimate legal obligation to conform to the
LSCA, voluntarily applying the criteria adopted
by AFSCA on other proposals and to order
AFSCA to refrain from discriminating against
the claimants in the consideration of their
proposal to conform to the license regime
provided under Section 45 of Law No. 26,522
and to comply with the conditions established
in Recital 74 of the Supreme Court’s decision in
re “Grupo Clarín and Other v. National
Government on Incidental Procedure” for the
application of Law No. 26,522; and, (iv) order
the National Government to carry out each and
every act required to implement the proposal
submitted by the claimants that were identified
in the Proposal.

The defendants filed an appeal requesting that
the Judge revoke his decision that had extended
the scope of the claim. The appeal was
dismissed by the Judge and became final.

On May 18, 2015, Grupo Clarín, ARTEAR
and Radio Mitre requested an extension of the
effects of the interim injunction. Notice of such
request was served on the defendants, which
filed a response in due time and form objecting
to such request. On July 15, 2015, the
requested extension was granted for a term of
six months, counted as from the date on which
notice was served, that is to say, on July 15.

174

The claimants requested a new extension of the
effects of the interim injunction. The Judge
granted a preliminary injunction maintaining
the effectiveness of the injunction on December
18, 2015, until a decision is rendered on the
extension of the effects of the injunction.

The defendants filed an appeal against the
extension of the effects of the interim
injunction. On November 5, 2015, the
Company was served with the decision rendered
by Chamber No. 1 of the National Court of
Appeals on Federal Civil and Commercial
Matters, which on November 3, 2015 decided
to confirm the extension of the effects of the
interim injunction that suspends the effects of
Resolution No. 1,121/AFSCA/2014 and the
“Ex-Officio Transfer Procedure.”

Within the framework of the claims brought by
Cablevisión in view of the imminent
dispossession of its assets and licenses as a result
of the decisions rendered by AFSCA since the
enactment of Law No. 26,522, on November 27,
2012, that company requested a preliminary
injunction against AFSCA and the Executive
Branch providing, among other things, that
neither the National Government nor the
Provincial Government nor their agencies, may
intervene, confiscate, dispossess, divest, reallocate,
or make a public and/or private offering of any
medium, license, brand, signal, equipment,
facilities and/or content owned by Cablevisión
based on reasons of public interest or for any
other reason. After several judicial instances, and
pursuant to a decision rendered by the Supreme
Court of Argentina, Cablevisión amended the
original injunction request and asked the Judge
to provide: (i) that neither the National
Government nor the Provincial Government nor
their agencies may intervene, confiscate,
dispossess, divest, reallocate, or make a public
and/or private offering of any medium, license,
brand, signal, equipment, facilities and/or
contents owned by Cablevisión S.A. based on
reasons of public interest or for any other reason;
(ii) that neither the National Government nor
any of its autarchic agencies may intervene or
participate, directly or indirectly, in the
management and administration of Cablevisión;
(iii) the maintenance with full legal and temporal
effects of the factual and legal situation existing as
of that date with respect to the audiovisual
communication and telecommunication service
licenses, broadcast signals and other assets owned
by Cablevisión that are necessary for that

company to exercise its rights to freedom of the
press, freedom of speech, and freedom of
information and opinion guaranteed by the
constitution; and (iv) that neither the National
Government nor any of its autarchic agencies
may censor, review, intervene, interfere, change or
alter the contents broadcast by Cablevisión S.A.

Cablevisión provided sufficient evidence of the
plausibility of its claim and of the danger of
incurring any delays. Therefore, on July 10,
2015, the Federal Court of Appeals of Mar del
Plata decided to grant partially Cablevisión’s
request, by maintaining the factual and legal
situation prevailing in this case for a maximum
term of three (3) months counted as from the
date on which notice of its decision had been
served on the enforcement authority. In
addition, the Court ordered that notice of the
decision should be served on the intervening
administrative agency (AFSCA), provided that
such notice shall in no case be deemed as an
attempt to interfere with the progress of the
procedure to conform the Company and some
of its subsidiaries to the provisions of the LSCA,
which shall continue through the pertinent legal
proceedings to the extent that it does not
contradict the decisions rendered by the Court
of Appeals. The Court also ordered AFSCA to
notify the Court of Appeals of any decision
which - during the effectiveness of the
injunction - may seek to change such “status” in
any way.

On July 16, 2015, AFSCA and the National
Government were served notice of the decision
rendered by the Court of Appeals. As of the
date of these financial statements, an appeal
may be filed against this decision.

The term of the injunction expired and the
Company requested an extension, which is
pending before the Federal Court of Appeals of
Mar del Plata.

On June 4, 2015, AFSCA requested a
preliminary injunction ordering Cablevisión to
refrain from entering into agreements, selling
and/or accepting new subscribers on the
grounds that the company exceeded the limit set
forth under Law No. 26,522. Once the
corresponding responses were filed, this request
was dismissed by the Judge on July 15, 2015. To
date, this decision is not yet final. This claim is
pending before Civil and Commercial Court
No. 1, Clerk’s Office No. 1. The Court of

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Appeals confirmed the dismissal of the Court of
First Instance.

Given the issuance of Resolution No.
1,121/AFSCA/2014, currently suspended by the
court, the Company, ARTEAR and IESA made
a filing before AFSCA on April 22, 2015
requesting this agency to inform them how to
proceed in order to comply with the procedure
established under Resolution No.
1,323/AFSCA/2014 concerning the registration
of the signals “El Trece Satelital”, “Magazine,
“Quiero Música en mi idioma” and “Volver”.
These signals had been transferred by ARTEAR
to IESA in accordance with the proposal that
had been declared formally admissible pursuant
to Resolution No. 193/AFSCA/2014. The
AFSCA stated that until a final decision was
rendered on the process to conform the
companies involved to the LSCA, the signals
had to continue to be registered under the name
of its original holder, i.e. ARTEAR.

It should be noted that the decision rendered by
the Supreme Court of Argentina on October 29,
2013 expressly states the claimant companies’
right to claim economic damages caused to the
Company and its subsidiaries as a consequence of
the reorganization required to conform to the
law. Accordingly, under the proposal submitted
to AFSCA on November 4, 2013 the Company
expressly reserved its right to bring judicial
actions to claim for those damages.

On January 12, 2016, at the Extraordinary
Shareholders Meeting, the shareholders of the
Company considered the possibility of
amending the Proposal that had been submitted
pursuant to Law No. 26,522 and to the decision
rendered by the Supreme Court of Argentina in
re “Grupo Clarín and others v. Executive
Branch and other re: Merely Declarative Action”
(File 119/2010). To such end, the shareholders
stated that upon submission of the Proposal, the
Company made an explicit and unequivocal
reservation of rights to (i) amend the proposal
submitted in the event that the Agency were to
allow and/or authorize the application of a more
favorable interpretation of the law with respect
to any other licensee and/or holder of a
registered title and (ii) challenge judicially any
infringement of the guarantees of due process,
equality before the law and defense in court that
may take place in the process to conform to the
provisions of the LSCA. The foregoing
contemplated that the Company and its

subsidiaries should have had and should
continue to have access to all of the same
mechanisms to conform to the provisions of the
LSCA as the other licensees. The filing of this
Proposal -which did not entail the waiver of the
rights of the filing companies- was based, for
that reason, on a key pillar: equal treatment
under the terms of Section 16 of the Argentine
National Constitution and strict compliance
with the implementing regulations detailed by
the Supreme Court of Argentina in the grounds
of the decision rendered in the above-mentioned
case, in which it states that the enforcement
authority shall abide strictly by the principles of
the National Constitution, the international
treaties incorporated into it and the law itself,
respecting equal treatment, without
discriminating on the basis of dissenting
opinions and guaranteeing the citizens’ right to
have access to plural information. Therefore,
taking into consideration: (i) that AFSCA
violated Section 16 of the National
Constitution becauseit applied certain criteria in
the consideration of other proposals that were
different from those applied to the Proposal
submitted by the Company, discriminating
against the Company and its subsidiaries; and
(ii) that the new regulatory framework
introduced by the Emergency Decree changes
the legal situation of the Company and its
subsidiaries with respect to regulatory matters,
the shareholders of the Company at the General
Extraordinary Shareholders’ Meeting held on
January 12, 2016 decided: (a) To render
without effect the Proposal and, therefore, to
render without effect, in all relevant aspects, the
decisions of the shareholders at the shareholders'
meetings of March 20, 2014, of June 30, 2014-
including the subsequent reconvened meeting
after its adjournment on July 11, 2014-and of
September 22, 2014, at which the shareholders
made corporate decisions to implement this
Proposal, including without limitation the
partial spinoff of the Company and its
subsidiaries; (b) to maintain under the
ownership of Inversora de Eventos S.A. the
signals that had been previously transferred by
Artear S.A., given that such sale is already
consummated as of the date of the shareholders'
meeting; (c) to instruct the Board of Directors
of the Company to appear before the various
regulatory agencies involved and to render
without effect all pending requests for
authorization and/or registrations relating to the
Proposal and, (d) to instruct the Board of
Directors of the Company to analyze and

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recommend the course of action that the
Company should follow in order to comply
with the applicable legal framework, with
special consideration of recent developments.

Cablevisión, requesting Cablevisión to submit a
divestiture plan on the grounds that the license
relinquishments spontaneously communicated
by Cablevisión were not sufficient.

Finally, pursuant to Resolution No.
17/ENACOM/2016 dated February 1, 2016,
the new enforcement authority recognized that
all the files and/or administrative proceedings
pending resolution containing requests made
under the regime approved by Section 161 of
Law No. 26,522 and its regulations, among
which is the proposal submitted by the
Company and its subsidiaries, comply with the
limits relating to multiplicity of licenses
established by Section 45 of Law No. 26,522
amended by Emergency Decree No. 267/2015.
Therefore, they shall be deemed concluded. Also
in that Resolution, the ENACOM ordered that
the above-mentioned files and/or administrative
proceedings be filed. In addition, in the same
administrative act, ENACOM revoked
Resolution No. 1,121/AFSCA/2014.

9.4.2 Resolution No. 577/COMFER/09
Under Proceeding File No. 21.788/08 dated
November 17, 2008, Cablevisión informed the
COMFER about the corporate business
reorganization process effective as of October 1,
2008. In that same act, Cablevisión informed
the COMFER about: i) all the licenses to which
it became universal successor under the
corporate business reorganization process; ii) the
exercise of an option for one of the licenses in
each of the locations where it held multiple
licenses, and iii) the relinquishment of original
licenses and extensions so as to eliminate the
multiple licenses accumulated in each of the
locations where it held multiple licenses. As a
result of such corporate business reorganization
process, Cablevisión became the universal
successor of 158 licenses to exploit
Supplementary Services in several locations
(pursuant to section 44, subsection b) of Law
22,285). To avoid having multiple licenses,
Cablevisión informed the COMFER about its
irrevocable intention to relinquish a total of 78
licenses (including original licenses and
extensions) so as to eliminate all the
supplementary service licenses that exceeded the
limit set for supplementary services in each
location (which was one license per designated
area). Notwithstanding the foregoing, through
Resolution No. 577/COMFER/09, the
COMFER illegitimately decided to withhold
approval of the merger requested by

On March 3, 2010, the Company brought a
claim seeking to nullify COMFER Resolution
No. 577/09. Upon being served with this claim,
the COMFER filed an exception, which was
responded by Cablevisión. On September 4,
2012 the Judge decided to dismiss the exception
filed by the COMFER, which shall bear the
legal costs incurred. On December 13, 2012 the
draft notice of such decision was submitted to
the Court, which then issued the official notice
on December 26, 2012. Together with the draft
notice, a request was submitted to set the
preliminary hearing (before the discovery
proceedings). Such dismissal was appealed by
the COMFER and ratified by the Court of
Appeals. Subsequently, the judge ordered
discovery proceedings. As of the date of these
financial statements, the proceeding was at the
discovery stage. The COMFER (subsequently
AFSCA) reported a new fact (AFSCA
Resolution No. 193/2014). Cablevisión filed a
response and the Court granted COMFER's
request. In its decision, the Court held that the
parties have different criteria about the
interpretation of such resolution.

The ENACOM issued Resolution No.
17/ENACOM/2016, which revoked Resolution
No. 577/COMFER/09. In this respect, the
Company will report the new development in
the case file.

9.4.3 Other Resolutions issued by AFSCA
We refer to Resolution No. 1,329/AFSCA/2014,
which amends Resolution No.
1,047/AFSCA/2014, whereby the AFSCA
approved the National Standard for Terrestrial
and Broadcast Digital Television Audiovisual
Communication Services, and to Decree No.
2,456/2014, which approves the National Digital
Audiovisual Communication Services Plan. Both
the Resolution and the Decree are manifestly
contrary to Law No. 26,522, which has higher
hierarchy, because they contradict the rights of
the current licensees of broadcast television
services, including ARTEAR and the subsidiaries
that exploit broadcast television services.

This regulatory framework was subsequently
supplemented by three resolutions. Through
Resolution No. 24/AFSCA/2015, AFSCA

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approved the Technical Plan for Terrestrial
Digital Television Frequencies for important
areas of the national territory. Through
Resolution No. 35/AFSCA/2015, AFSCA
allocated a digital television station on a
permanent basis to the current licensees of
analog broadcast stations, among which are
ARTEAR and its subsidiary TELECOR
S.A.C.I. in order to develop their transition to
digital technology. Finally, through Resolution
No. 39/AFSCA/2015, AFSCA called for public
bids for the award of digital television licenses
according to the illegitimate categories created
by the regulations of the LSCA. Through this
regulatory framework, the rights of the current
broadcast television licensees are infringed.
These rights should be preserved intact as
provided under Law No. 26,522, which has
higher hierarchy. The main effect of these
regulations, among their technical effects, is that
the current broadcast television licensees that
obtained their licenses pursuant to Law No.
22,285 will have to bear additional charges and
obligations including, among other things,
multiplexing and broadcasting under their own
responsibility other broadcast television stations.

Since the changes introduced under this
regulatory framework have an impact on the
responsibilities and rights of the companies
involved, ARTEAR and TELECOR S.A.C.I.
filed a claim before AFSCA requesting the
revocation of Resolutions No.
1,329/AFSCA/2014, 24/AFSCA/2015,
35/AFSCA/2015 and 39/AFSCA/2015 to
preserve their rights intact as direct or indirect
broadcast television service licensees. They also
filed a claim before the National Executive
Branch requesting the repeal of Decree No.
2,456/2014. As of the date of these financial
statements, the claim filed before AFSCA was
dismissed. Therefore, ARTEAR challenged before
the courts that agency’s decision to dismiss the
claim. The claim filed before the National
Executive Branch is still pending resolution.

9.4.4 Other Matters Related to the Federal

Broadcasting Committee (COMFER, for its Spanish

acronym), subsequently Audiovisual Communication

Services Law Federal Enforcement Authority
(AFSCA), now ENACOM (for its Spanish acronym).

CABLEVISION
As from November 1, 2002 and until December
31, 2015, COMFER and AFSCA have initiated
summary administrative proceedings against

Cablevisión and Multicanal (merged into
Cablevisión) for infringements of regulations
relating to programming content. Accordingly, a
provision has been set up in this regard.

ARTEAR
Certain payment agreements that had been
delivered by AFSCA to ARTEAR were deemed
to enter into effect as of July 2, 2015. That
company was authorized to adhere to the
payment plan relating to infringements
committed between November 21, 2002 and
June 23, 2010, payable in sixty monthly
installments starting on August 31, 2015.
ARTEAR was also authorized to adhere to the
applicable payment plan for infringements
committed between June 24, 2010 and June 11,
2014, payable in thirty monthly installments
starting on August 31, 2015. ARTEAR had set
up provision for the amounts assessed and
notified by AFSCA that were included in the
payment plan.

9.4.5. Bidding terms for the award of a physical link

subscription television services.
Pursuant to Resolution No. 432/2011, AFSCA
approved new bidding terms and conditions for
the granting of licenses for physical link
subscription television services. As a
consequence of the issuance of AFSCA
Resolution No. 193/2014, Cablevisión
purchased Bidding Forms to apply for certain
licenses, in cases in which, as a consequence of
the license consolidation process that was
implemented, locations that used to be
authorized as area extensions had to become
license heads as a result of the reorganization,
and also in the cases in which the original term
had fully expired. Notwithstanding the
foregoing, Cablevisión understands that the
filings made by that Company became moot as
a result of the application of the Emergency
Decree, see Note 9.4.3.

9.4.6. Other charges brought by AFSCA.
Between September and October 2011, AFSCA
brought 46 charges for delegation of the
exploitation of several licenses of which
Cablevisión is currently the legal successor. The
charges were brought within the framework of
COMFER file No. 2,005/08, relating to the
registration of the corporate reorganization
whereby Multicanal and Teledigital, among
other subsidiaries, merged into Cablevisión and
in which through Resolution No.
577/COMFER/09 the merger process had been

178

rejected. Even though Cablevisión submitted
the appropriate responses on behalf of the
merged licensees that had been charged, no
decision was ever rendered in that respect.
Subsequently, the ENACOM issued Resolution
No. 17/ENACOM/16, whereby it revoked
Resolution No. 577/COMFER/09. Therefore,
Cablevisión understands that the charges
became moot and, therefore, it will request the
ENACOM to file the proceedings.

9.4.7. Programming Grid
AFSCA Resolution No. 296/2010, as amended
and/or supplemented, provided guidelines for
the organization of the programming grids that
had to be followed by the owners of
subscription television audiovisual services. This
resolution regulated section 65, subsections a)
and b) of the LSCA and supplemented the
provisions of the regulations to the same section
of Decree No. 1,225/2010.

In spite of Cablevisión’s efforts to organize its
programming grids in accordance with the
provisions of section 65 of Law No. 26,522,
AFSCA initiated multiple summary proceedings
in connection with the cable television licenses
of which Cablevisión is the lawful successor.
AFSCA contended that Cablevisión had failed
to comply with the regulations set forth by
AFSCA Resolution No. 296/2010. Cablevisión
submitted the responses set forth under section
1, Exhibit II of AFSCA Resolution No.
224/2010 in connection with such accusations.
A decision has been rendered on some of the
summary proceedings and, as a result, a fine was
imposed on Cablevisión, while other
proceedings are pending resolution. Cablevisión
has appealed these decisions. Some of the
appeals filed by Cablevisión have been decided
against it and were appealed.

the matter - the application of the penalties
derived from the alleged non-compliance with
section 65 of Law No. 26,522 and Decree No.
1.225/2010. Therefore, it also suspended the
application of section 6 of AFSCA Resolution
No. 296/2010 on the grounds that Cablevisión’s
alleged serious non-compliance was not
contemplated in the Law or in the Decree. The
National Government filed an appeal with the
Supreme Court against this decision. Such
appeal was dismissed. Consequently, AFSCA
filed a direct appeal with the Supreme Court,
which is still pending resolution.

In re “AFSCA v. CABLEVISION SA Decree
1225/10 - RES. 296/10 on/ Proceeding leading
to a declaratory judgment” currently pending
before the Federal Court of First Instance on
Administrative Matters No. 9, on May 16, 2012
the Court granted an injunction that had been
requested by AFSCA, ordering Cablevisión
and/or the pay television audiovisual services it
exploits, to conform to Section 65, paragraph 3
b) of Decree No. 1.225/2010 and Sections 1, 2,
3, 4 and 5 of AFSCA Resolution No. 296/2010,
until a final judgment is rendered on the merits
of the case. Cablevisión has appealed such
injunction.

On August 6, 2012, Cablevisión was served
notice of a decision rendered by the Federal
Court of First Instance on Administrative
Matters No. 9 of the City of Buenos Aires,
whereby that court imposed a fine on
Cablevisión of Ps. 20,000 per day for each day
of delay in complying with the injunction that
ordered Cablevisión to comply with Section 65
of Decree No. 1.225/2010 and AFSCA
Resolution No. 296/2010. Cablevisión filed an
appeal against that decision in due time and
form. However, the Court of Appeals ignored
the strong grounds asserted by Cablevisión;
partially confirmed the decision rendered in the
first instance; and reduced the fine to Ps. 2,000
per day for each day of delay, to be calculated as
from the date the decision is deemed final. An
appeal was filed with the Supreme Court of
Argentina, which was dismissed by the
intervening Chamber. Cablevisión filed an
appeal against such decision, which was
dismissed by the Supreme Court of Argentina.

On October 21, 2013 Cablevisión was served
with new charges brought for alleged
noncompliance with AFSCA Resolution No.
296/2010, clearly violating the preliminary

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injunction mentioned above. Accordingly,
Cablevisión filed an appeal, but no decision has
been rendered on the matter as of the date of
these financial statements.

On December 23, 2013, Cablevisión informed
AFSCA of its new programming grid in digital
and analogical systems, expressly maintaining
the reserves brought to continue challenging the
legality and constitutionality of section 65 of
Decree No. 1,225/2010 and AFSCA Resolution
No. 296/2010, as amended.

Section 7 of the Emergency Decree, which
amends, among other things, Section 10 of Law
No. 27,078 sets forth that all the physical link
and radio electric link subscription television
services shall be governed by the Digital
Argentina Act. Therefore, Cablevisión is no
longer subject to Section 65 and its
implementing regulations.

9.4.8. Fibertel License.
On August 5, 2010, Cablevisión was served
with CNC Resolution No. 2.936/2010 within
the framework of Administrative Proceeding
File No. 2,940/2010, pursuant to which
Cablevisión and/or any other individual or
entity through which the services relating to the
licenses and registrations granted to FIBERTEL
S.A. ("Fibertel") may be rendered shall refrain
from adding new subscribers and from altering
the conditions under which the services are
currently rendered.

business reorganization for its acknowledgement.
The technical and legal areas of the Argentine
Communications Commission issued a favorable
resolution with respect to the compliance with
the requirements of current regulations to register
Fibertel’s license under the name of Cablevisión.
SECOM had a term of 60 days to decide on the
corporate business reorganization. However, such
agency failed to render a decision as required by
the applicable regulations. Not until August 19,
2010 did SECOM issue Resolution No. 100/10,
revoking Fibertel’s license.

Cablevisión believed that the Resolution was
arbitrary and that it flagrantly violated due
process and its defense right. Therefore,
Cablevisión appealed such resolution.

On August 19, 2010 the Media Secretariat
issued Resolution No. 100/10, whereby it
revoked the license that had been granted to
Fibertel. Cablevisión believed that this
resolution was an absolutely null and void
administrative act. Its language contradicted
express provisions of the National Constitution,
of Law No. 19,550 (Argentine Business
Associations Law), as amended, Decrees Nos.
1,185/90 and 764/00 and Law No. 19,549 of
Administrative Procedures, among others. The
Resolution disregarded the several filings made
by Cablevisión with the Media Secretariat
requesting such agency to issue an
administrative act evidencing that Cablevisión,
pursuant to section 82 of the Argentine General
Associations Law, is the successor of Fibertel
and, therefore, the holder of the exclusive
telecommunication service license and of the
registrations that had been previously granted to
Fibertel. More than eight years after that
request, in spite of the existence of a draft of a
favorable decision in the case file, with a
completely arbitrary attitude that contradicts
other precedents of the same agency and
without prior notice that would have allowed
Cablevisión to exercise its defense right, the
SECOM ordered that the license be revoked
and that the users migrate within 90 days of the
resolution’s notification. On August 26, 2010
Cablevisión filed an appeal requesting the
reversal of the resolutions, and if such appeal is
rejected, a subsidiary appeal against that
Resolution before the highest administrative
authority. The appeal was dismissed pursuant to
SECOM Resolution No. 132/10 dated October
7, 2010. However, since Cablevisión had filed a
subsidiary appeal to have the case heard by the

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highest administrative authority, the file was
submitted to the Ministry of Federal Planning,
Public Investment and Services (“MINPLAN”,
for its Spanish acronym).

On February 24, 2011, Chamber No. 3 of the
Federal Court of Appeals on Civil and
Commercial Matters of the City of Buenos
Aires, in re “ANTITRUST ASSOCIATION V.
NATIONAL GOVERNMENT MEDIA
SECRETARIAT ON COMPLAINT FOR
THE PROTECTION OF
CONSTITUTIONAL RIGHTS” confirmed
the decision rendered in the first instance,
stating that the National Government, Media
Secretariat, shall refrain from disrupting or
limiting in any way the Internet access services
offered by Cablevisión. It also partially amended
the above decision by broadening its effects,
ordering the National Government to refrain
from enforcing Resolution No. 100/10, thus
allowing new customers to subscribe to the
Internet access services offered by Cablevisión.

On December 16, 2011, Federal Civil and
Commercial Court No. 3, Clerk’s Office No. 5
issued a related injunction in re
“CABLEVISION S.A. v. NATIONAL
GOVERNMENT ON COMPLAINT FOR
THE PROTECTION OF
CONSTITUTIONAL RIGHTS”, ordering the
suspension of the effects of SECOM Resolution
No. 100/10 and also guaranteeing new
subscribers the possibility to subscribe to the
Internet Access service offered by Cablevisión.

On December 20, 2011, at the request of
Cablevisión, a new preliminary injunction was
issued in re “CABLEVISION S.A. v. National
Government - Argentine Secretariat of
Communications on COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS”. On the basis of the above-
mentioned precedent, and on the existing
connection between the subject matters of both
cases, as alleged by Cablevisión, the injunction
ordered the suspension of the effects of
SECOM Resolution No. 100/10. The National
Government filed an appeal with Chamber No.
3 of the National Court of Appeals on Federal
Civil and Commercial Matters. On October 23,
2014, the preliminary injunction was ratified by
the National Court of Appeals. The National
Government filed an appeal against the decision
rendered by the National Court of Appeals to
have the case brought before the Supreme

Court. Such appeal was dismissed by the Court
of Appeals and the National Government filed a
direct appeal with the Supreme Court.

Due to the imminent possibility that the
application of Law No. 26,522 would affect the
assets used to provide Internet access services,
within the framework of this same file
Cablevisión requested the extension of the scope
of the effective injunction, which was granted
on December 6, 2012.

Such extension entailed notifying AFSCA of the
injunction that prevents it from affecting in any
way the Internet access services offered by
Cablevisión. That decision was subsequently
revoked by Chamber No. 3 of the National
Court of Appeals on Federal Civil and
Commercial Matters.

Based on the decisions rendered by Chamber
No. 3 on the above-mentioned preliminary
injunctions, Cablevisión is authorized to
continue to render the telecommunication
services granted to Fibertel.

The Ministry of Communications, as the
highest government agency, replacing the
MINPLAN with respect to this specific
competence, issued Resolution No. 5/2016,
which was notified on February 29, 2016,
whereby it revoked SECOM Resolution No.
100/2010 for legitimacy reasons. This
Resolution, which had been issued by the
former Secretariat of Communications, had
revoked the exclusive telecommunication service
license held by Fibertel S.A., which was merged
into Cablevisión S.A.

9.4.9. Nextel
On September 10, 2015, the Board of Directors
of Cablevisión approved the assignment of the
rights and obligations held by Grupo Clarín
under an offer it had submitted to NII
Mercosur Telecom, S.L.U. and NII Mercosur
Móviles, S.L.U. (hereinafter, the “Sellers”) for
the acquisition of 49% of the capital stock of
NEXTEL COMMUNICATIONS
ARGENTINA S.R.L. and an option to acquire,
together with its subsidiary Televisión Dirigida
S.A., subject to certain conditions -among
them, the regulatory approvals- 51% of the
remaining capital stock. The price of the
transaction was USD 165 million (out of this
amount, USD 80 million accounts for 49% and
USD 85 million accounts for 51%) plus the

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right to collect an additional amount of up to
USD 13 million subject to the fulfillment of
certain conditions. The offer submitted by
Grupo Clarín was subject to the acceptance of
the Sellers. On September 11, 2015, the Sellers
accepted the offer submitted by Grupo Clarín
and, on the same date, the Sellers accepted the
assignment of the rights under such offer in
favor of Cablevisión, offering Cablevisión the
acquisition of 49 % of the capital stock of
Nextel and the option to acquire the remaining
51%. In order to guarantee the rights and
obligations under the offer, the capital stock
owned by NII Mercosur Móviles, S.L.U. was
pledged (subject to registration with the Public
Registry of Commerce). The transaction was
executed on September 14, 2015 with the
aggregate payment by Cablevisión and its
subsidiary of USD 159 million. The companies
undertook to create an USD 6 million
guarantee fund with the balance to cover any
potential liabilities of Nextel (this fund was set
up on October 7, 2015). In addition, upon the
fulfillment of certain conditions precedent, on
October 1, 2015, Cablevisión paid to the Sellers
the additional amount of USD 12,73 million.
As of the date of these financial statements, the
assignment of 49 % of the capital stock of
Nextel in favor of Cablevisión has not yet been
registered with the Public Registry of
Commerce. Nextel will continue to be
controlled and operated by the Sellers until the
option to acquire the remaining 51% of the
capital stock had been exercised. Subsequently,
on January 27, 2016, Cablevisión and its
subsidiary Televisión Dirigida S.A. decided to
exercise the option to acquire the remaining
51% of the capital stock and votes of Nextel,
and, consequently, Cablevisión became the
holder of 51.4% of the capital stock and votes
of Nextel and Televisión Dirigida S.A. became
the holder of the remaining 48.6%.

Since the implementing regulations for Law No.
27,078 had not yet been issued, Decree No.
764/00 continued to apply, pursuant to Section
13 of the Digital Argentina Act. In full
compliance with current regulations, before
exercising the above-mentioned call option, a
request would be filed before AFTIC to obtain
the prior approval required under the regulatory
framework.

Cablevisión and the Company, together with
Nextel, notified AFTIC of the transaction and

in that same act they requested the recusation
for cause of the Directors Norberto Carlos
Berner and Nicolás Ernesto Karavaski.

Through Decree No. 1,950/15, the National
Executive Branch dismissed the requested
recusations.

Subsequently, through Resolution No.
326/2015, AFTIC rendered a decision whereby
it considered that the transaction executed
between Grupo Clarín, NII Mercosur Telecom,
S.L.U. and NII Mercosur Móviles, S.L.U.
infringed current regulations, in the
understanding that there was a change of
control of the licensee. In that same act, AFTIC
held that Grupo Clarín and Cablevisión were
not to be considered parties to the
administrative proceeding since they did not
have a legitimate interest and ordered Nextel,
subject of the transfer of 49% of its capital
stock, to cancel the above-mentioned transfer.

Through Resolution No. 325/2015, AFTIC
decided, abruptly and without prior notice of its
decision, to dismiss the requests for extensions
of certain frequencies allocated to Nextel,
revoking them in that same act.

After both administrative acts became public,
the Company and Cablevisión, which had not
been served with Resolution No. 326/2015,
made a filing before AFTIC requesting access to
the administrative file. The request was
dismissed by the Enforcement Authority
through Resolution No. 2,472/2015 on the
grounds that the Company and Cablevisión
were not considered to be parties to the
proceeding.

On October 9, 2015, Grupo Clarín and
Cablevisión filed an appeal against both
administrative acts (Resolutions No. 325/2015
and 326/2015) grounding their legitimate
interest on their acquisition of 49 % of the
licensee. Regarding Resolution No. 326/2015,
Grupo Clarín and Cablevisión stated that a
transfer of control had not taken place as alleged
by AFTIC. With regard to the requests for
extension of certain frequencies, which had been
timely requested, Grupo Clarín and Cablevisión
believe that their dismissal infringes applicable
law and the most essential principles of
administration of the radio electric spectrum.

182

Nextel first requested the suspension of the
effects of Resolutions No. 325/2015 and
326/2015, respectively, and then filed an appeal
against both acts.

Therefore, on January 29, 2016, Cablevisión
and Nextel made a filing before the ENACOM
as established under Section 8 of Decree No.
267/15 which amends Section 13 of Law No.
27,078 in order to request authorization for the
change of control in full compliance with the
new legal framework.

The ENACOM issued Resolution No.
133/2016, whereby it decided to grant partially
the appeals that had been filed by Cablevisión
against AFTIC Resolution No. 326/2015 to
reconsider the request for approval of the
transfer of control.

The ENACOM issued Resolution No.
134/2016, whereby it decided to grant partially
the appeal filed by NEXTEL
COMMUNICATIONS ARGENTINA S.R.L.
against AFTIC Resolution No. 325/2015,
rendering without effect the decision of that
agency that had revoked the frequencies
allocated to that licensee in respect of which an
extension had been requested. Subsequently,
through ENACOM Resolution No. 281/2016,
the Enforcement Authority decided to authorize
the extensions requested for a term of ten (10)
years counted as from the original expiration of
those authorizations.

This transaction is subject to the corresponding
administrative approval of the CNDC. Through
ENACOM Resolution No. 280/2016, served on
Cablevisión on March 8, 2016, the
Enforcement Authority authorized the changes
in the equity interests of Nextel in favor of
Cablevisión S.A.

9.4.10 Audiovisual Communications Law of the

financial statements, only Decree No. 45/015
has been issued, but the implementing
regulations for most of the sections of this law
are still pending. Such Decree provides that the
concession for the use and allocation of the
radio-electric spectrum for non-satellite
audiovisual communication services shall be
granted for a term of 15 years.

Section 54 of the Audiovisual Communications
Law provides that an individual or legal entity
cannot be allocated the full or partial ownership
of more than 6 authorizations or licenses to
render television services to subscribers
throughout the national territory of Uruguay.
Such limit is reduced to 3 if one of the
authorizations or licenses includes the
department of Montevideo. Section 189 of this
law provides that in the cases where such limits
were exceeded as of the entry into force of the
Law, the owners of those audiovisual
communication services shall transfer the
necessary authorizations or licenses so as not to
exceed the limits mentioned above within a
term of 4 years as from the date of entry into
force of the Audiovisual Communications Law.

Adesol S.A. is analyzing the possible impact on
its business that could be derived from the
change in the regulatory framework and the
eventual legal actions it may bring to safeguard
its rights and those of its shareholders. That
company is also monitoring the different
unconstitutionality claims filed by other
companies against certain sections of the above-
mentioned law to consider whether the
decisions to be rendered by the Supreme Court
in those proceedings may be favorable to the
position of Adesol S.A. in the future. As of the
date of these financial statements, the Supreme
Court has not yet issued any decision on those
proceedings. However, the Prosecutor's Office
has issued four opinions in this respect, which
are not binding on the Ministers of the Supreme
Court.

The decisions to be made based on these
consolidated financial statements should
contemplate the eventual impact that these
changes in the regulatory framework may have
on Cablevisión and its subsidiaries in the
Republic of Uruguay. The Company’s
consolidated financial statements should be read
in the light of this uncertain environment.

183

Note 10

Call options
ARTEAR
Pursuant to ARTEAR’s acquisition of 85.2% of
its subsidiary Telecor’s capital stock in 2000,
Telecor’s sellers have an irrevocable put option
of the remaining 755,565 common, registered,
non-endorsable shares, representing 14.8% of
the capital stock and votes of Telecor, for a 16-
year term as from March 16, 2010 at a price of
USD3 million and ARTEAR has an irrevocable
call option for such shares for a term of 26 years
as from March 16, 2000 at a price of
approximately USD4.8 million, which will be
adjusted at a 5% nominal annual rate as from
April 16, 2016. Subsequently, under an addenda
to the original agreements, the beginning of the
effectiveness of the irrevocable put option was
changed from March 16, 2010 to March 16,
2013. On March 15, 2013 and on February 18,
2016, additional addenda to the agreement were
signed whereby the beginning of the
effectiveness of the irrevocable put option was
changed from March 16, 2013 to March 16,
2016 and from such date to March 16, 2017,
respectively.

CMD
Pursuant to CMD’s acquisition of 60.0% of
Interpatagonia S.A.’s (now Interwa S.A.) capital
stock in 2007, CMD and the sellers granted
each other reciprocal call and put options on all
of the shares owned by each of the parties,
effective from August 1, 2011 to July 31, 2012.

In connection with the acquisitions mentioned
in Note 12.e., CMD and the seller executed
new agreements whereby they granted each
other new reciprocal call and put options on all
of the shares owned by each of the parties. The
price of the shares varies depending on who
exercises the option.

As of the date of these consolidated financial
statements, as mentioned in Note 12.e, CMD
holds a reciprocal call and put option for 6.66%
of the shares of Interwa S.A., which is effective
until December 2017.

The balances arising from the put options
mentioned above are disclosed under the item
Other Current and Non-Current Liabilities of
the Balance Sheet, with an offsetting entry
under Other Reserves and Non-Controlling
Interest under Equity.

Note 11

Financial instruments

11.1 Financial Risks Management (*)
(*) The amounts included in this note are stated
in millions of Argentine pesos.

Grupo Clarín is a party to transactions
involving financial instruments, which entail
exposure to market, currency and interest rate
risks. The management of these risks is based on
the particular analysis of each situation, taking
into account its own estimates and those made
by third parties of the evolution of the
respective factors.

11.1.1 Capital Risk Management
Grupo Clarín manages its capital structure
seeking to ensure its ability to continue as an
ongoing concern, while maximizing the return
to its shareholders through the optimization of
debt and equity balances.

As part of this process, Grupo Clarín monitors
its capital structure through the debt-to-equity
ratio, which is equal to the quotient of its net
debt (Debt less Cash and Cash Equivalents)
divided by its adjusted EBITDA.

The debt-to-equity ratio for the reporting years
is as follows:

184

December 31, 2015

December 31, 2014

6,935

(2,026)

(680)

4,229

8,361

0.51

4,589

(1,162)

(556)

2,871

5,040

0.57

December 31, 2015

December 31, 2014

2,026

501

4,798

1,144

8,527

6,935

5,464

12,399

1,162

505

3,591

1,181

6,439

4,589

3,447

8,041

Loans (i)

Less: Cash and Cash Equivalents

Cash and Banks

Other Current Investments

Net Debt

Adjusted EBITDA

Debt-to-Equity Ratio

(i) Long-term and short-term loans, including
derivatives and financial guarantee agreements.

The debt-to-equity ratio is reasonable compared
to other industry players and considering
the particular situation of Argentina and of the
companies that make up Grupo Clarín.

11.1.2 Categories of Financial Instruments

Financial Assets
Loans and Receivables (1)
- Cash and Banks

- Current Investments
- Receivables (2)
At fair value with an impact on net income

- Current Investments

- Financial Instruments

Total Financial Assets

Financial Liabilities

At amortized cost
- Debt (3)
- Accounts Payable and Other Liabilities (4)
At fair value with an impact on net income
- Derivatives

Total Financial Liabilities

(1) Net of the allowance for doubtful accounts of
approximately Ps. 272 million and Ps. 183 million,
respectively.
(2) Includes receivables with related parties of
approximately Ps. 42 and Ps. 99 million, respectively.
(3) Includes loans with related parties of approximately
Ps. 32 million and Ps. 17 million, respectively.
(4) Includes debts with related parties of approximately
Ps. 95 million and Ps. 81 million, respectively.

185

11.1.3 Objectives of Financial Risk Management
Grupo Clarín monitors and manages the
financial risks related to its operations; these
risks include market risk (including exchange
risk, interest rate risk and equity price risk),
credit risk and liquidity risk.

Grupo Clarín does not enter into financial
instruments for speculative purposes as common
practice.

Assets

Other Receivables

Trade Receivables

Other Investments

Cash and Banks

Total Assets

Liabilities

Debt

Seller financings

Other Liabilities

Trade Payables and Other

Total Liabilities

Bid/offered exchange rates as of December 31,
2015 and 2014 were of Ps. 12.94 and Ps. 13.04;
and Ps 8,451 and Ps. 8,551; respectively.

11.1.4.1 Foreign Exchange Sensitivity Analysis
Grupo Clarín is exposed to exchange risk, mainly
with respect to the US dollar.

Taking into consideration the balances disclosed
above, Grupo Clarín estimates that the impact of
a 20% favorable/unfavorable fluctuation of the
US dollar exchange rate would generate an
income/loss before taxes of approximately Ps. 824
million and Ps. 381 million as of December 31,
2015 and 2014, respectively. Income from
foreign exchange agreements in case of a 20%
favorable/unfavorable fluctuation of the US
dollar exchange rate would generate a gain/loss
before taxes of approximately Ps. 118 million and
Ps. 21 million as of December 31, 2015 and
2014, respectively.

The sensitivity analysis presented above is
hypothetical since the quantified impact is not

11.1.4 Exchange Risk Management
Grupo Clarín enters into certain foreign
currency transactions; therefore, it is exposed to
exchange rate fluctuations. During the year,
certain subsidiaries of Grupo Clarín entered
into foreign currency forward transactions.

The following table shows the monetary assets
and liabilities denominated in US dollars, the
main foreign currency involved in Grupo
Clarín’s transactions, at the closing of the years
ended December 31, 2015 and 2014:

(in millions of

Argentine pesos)

December 31, 2015

December 31, 2014

626

488

1,501

2,710

6,092

667

6,831

523

786

823

2,210

3,847

222

4,113

necessarily an indicator of the actual impact,
because exposure levels may vary over time.

Additionally, even though Grupo Clarín conducts
its operations in Argentine pesos, an eventual
devaluation of that currency may have an indirect
impact on its operations, depending on the
ability of the relevant suppliers to reflect that
effect on their prices.

11.1.5. Interest Rate Risk Management
Grupo Clarín is exposed to interest rate risk
basically through Cablevisión, certain of its
subsidiaries and ARTEAR. This is due to the fact
that these companies have taken loans at fixed
and variable interest rates and have not entered
into hedge agreements to mitigate these risks. If
interest rates had eventually been 100 basic
points higher and all the variables had remained
constant, the additional estimated loss before
taxes would have been of approximately Ps. 6.3
million and Ps. 3.0 million as of December 31,
2015 and 2014, respectively.

186

11.1.6. Equity Price Risk Management
Grupo Clarín is exposed to equity price risk in
connection with its holdings of mutual funds,
securities and bonds and foreign exchange
agreements.

Its sensitivity to the variation in the price of these
instruments is detailed below:

Investments valued at quoted prices at closing (Level 1)

Other receivables valued at quoted prices at closing (Level 2)

Other debt instruments valued at quoted prices at closing (Level 2)

1,115

767

December 31, 2015

December 31, 2014

The estimated impact of an eventual 10%
favorable/unfavorable fluctuation of the quoted
price of mutual funds, assuming that all the
other variables remain constant, would generate
an income/loss before taxes of approximately
Ps. 96 million and Ps. 77 million as of
December 31, 2015 and 2014, respectively.
Income from foreign exchange agreements in
case of a 20% favorable/unfavorable fluctuation
of the US dollar exchange rate would generate a
gain/loss before taxes of approximately Ps. 118
million and Ps. 21 million as of December 31,
2015 and 2014, respectively.

A potential 10% favorable/unfavorable
fluctuation of the quoted price of investments
valued as Level 2 would generate an income/loss
before taxes of approximately Ps. 17 million and
Ps. 41 million as of December 31, 2015 and
2014, respectively.

11.1.7 Credit Risk Management
Credit risk is defined as the risk that one of the
parties may breach its contractual obligations,
generating an eventual financial loss for Grupo
Clarín.

Credits involving the Cable Television and
Internet Access Segment
The credit risk affects cash and cash equivalents,
deposits held at banks and financial institutions,
and credit exposures with clients, including other
remaining credits and transactions involved. The
companies that operate in this segment actively
monitor the credit worthiness of their treasury
instruments and the counterparties related to
derivatives in order to minimize credit risk. Upon
expiration of invoices issued, if they are still
outstanding, these companies file several claims
for collection purposes.

Bank deposits are held in renowned institutions.

No significant credit risk concentration is
observed concerning clients, due to the
atomization of the subscriber base.

As of December 31, 2015 and 2014, non-
impaired past due trade receivables amounted to
approximately Ps. 401,4 million and Ps. 398,5
million, respectively. These trade receivables are
mainly from Cablevisión, they are in most cases
up to 3 months overdue and involve subscribers
with no recent insolvency record.

As of the same dates, the allowance for bad
debts amounted to Ps. 195.7 million and Ps.
119.7 million, respectively. This allowance for
trade receivables is sufficient to cover the past
due doubtful receivables.

Credits of the Printing and Publishing
Segment
The companies that operate in this segment
conduct an analysis of the clients’ financial
position at the beginning of the business
relationship, through a credit risk report
requested from several credit rating agencies.
The credit amount granted to each client is
monitored on a daily basis, with reports being
submitted to the financial management.

The credit risk affects cash and cash equivalents,
deposits held at banks and financial institutions,
as well as credit granted to clients.

The maximum theoretical credit risk exposure of
the companies operating in this segment is
represented by the book value of net financial
assets, disclosed in the consolidated balance sheet.

187

For the purposes of conducting an analysis of
the suitability of the allowance for bad debts,
these companies consider each client on a case
by case basis, verifying, among other factors, if
there is any record of delinquency, risk of
bankruptcy, insolvency proceeding or other
judicial proceeding. Trade receivables comprise a
significant number of clients and are internally
classified among the following categories:
Advertising, Official, Distribution, Internet and
Subscriptions, among others.

The companies that operate in this segment
have recorded an allowance for doubtful
accounts accounting for 4% and 4% of
accounts receivable as of December 31, 2015
and 2014, respectively.

The companies that operate in this segment did
not set up an allowance for bad debts for those
amounts in which no significant change was
recorded in the credit rating, considering such
amounts as recoverable.

The companies that operate in this segment
have a wide range of clients, including
individuals, businesses - medium-and-large-sized
companies - and governmental agencies.
Therefore, these companies’ receivables are not
subject to credit risk concentration.

Credits from the Broadcasting and
Programming Segment
Credit risk represents for the companies that
operate in this segment the risk of incurring in
losses arising from possible breaches of the
contractual obligations assumed by business or
financial counterparties. This risk may be due to
economic or financial factors, or to particular
circumstances of the counterparty, or to other
economic, commercial or administrative factors.

Credit risk affects cash and cash equivalents,
deposits held at banks and financial institutions
in a wide sense, and every form of credit
granted to the companies that operate in this
segment. The maximum exposure to credit risk
is represented by the value of financial assets
considered as a whole, recorded in the
Consolidated Balance Sheet under Cash and
Banks, Other Investments, Trade Receivables
and Other Receivables.

Financial instruments are executed with
creditworthy banks and financial institutions
renowned in the market and for terms not

longer than three months. In this sense, the
companies that operate in this segment have a
policy of diversifying their investments among
different banks and financial institutions, thus
reducing the concentration risk in only one
counterparty.

As to the credit risk related to financial credit, the
companies that operate in this segment evaluate
the credit standing of the different counterparties
to define their investment levels, based on their
equity and credit rating. As to Trade Receivables,
such companies have a wide range of clients,
categorized depending on the type of business.
These categories are: Advertising, Signals,
Programming and other. Within this classification,
clients can also be classified as advertising agencies,
direct advertisers, distributors of cable TV,
broadcast TV stations and other, each of them of a
different magnitude. Due to this diversity of
clients, there is not a significant credit risk
concentration in this respect.

The allowance for bad debts is set up upon
conducting an analysis of the debtor portfolio,
which is recorded as follows:

− In the case of individual risks identified (risks
of bankruptcy, insolvency proceedings or
judicial proceedings pending with the
company), for its total value.
− The rest of the cases is decided based on the
aging of the past due debt, the progress of the
collection procedures, the solvency conditions
and the variations observed in the clients’
settlement periods.

11.1.8. Liquidity Risk Management
Liquidity risk is the risk that Grupo Clarín may
not be able to fulfill its financial obligations at
maturity. Grupo Clarín manages liquidity risk
through the management of its capital structure
and, if possible, the access to different capital
markets. It also manages liquidity risk through a
constant review of the estimated cash flows to
ensure that it will have enough liquidity to
fulfill its obligations.

11.1.8.1 Interest Rate Risk and Liquidity Risk Table
The following table shows the breakdown of
financial liabilities by relevant groups of
maturities based on the remaining period as
from the date of the balance sheet through the
contractual maturity date. The amounts
disclosed in this table represent undiscounted
cash flows (principal plus contractual interest).

188

Information as of December 31, 2015:

Maturities

Matured

Without any established term

First Quarter 2016

Second Quarter 2016

Third Quarter 2016

Fourth Quarter 2016

More than 1 year

Information as of December 31, 2014:

Maturities

Matured

Without any established term

First Quarter 2015

Second Quarter 2015

Third Quarter 2015

Fourth Quarter 2015

More than 1 year

11.1.9. Financial Instruments at Fair Value
The following table shows Grupo Clarín’s
financial assets and liabilities measured at fair
value at the closing of the reporting year:

Debt

843

397

1,068

1,201

4,478

7,989

Other Debts

1,216

234

3,214

409

367

197

5,664

Debt

Other Debts

704

564

595

203

3,169

5,237

713

102

1,961

230

372

221

3,626

December 31, 2015

Quoted Prices

(Level 1)

Other Significant

Observable Items

(Level 2)

1,144

1,115

December 31, 2014

Quoted Prices

(Level 1)

Other Significant

Observable Items

(Level 2)

1.181

767

414

Assets

Current Investments

Financial Instruments

Assets

Current Investments

Liabilities

Financial Instruments

Financial assets and liabilities are valued using
quoted prices for identical assets and liabilities
(Level 1), and the prices of similar instruments
arising from sources of information available in
the market (Level 2). At the closing of the

reporting years, Grupo Clarín did not have any
financial asset or liability for which a
comparison had not been conducted against
observable market data to determine their fair
value (Level 3).

189

11.1.10. Fair Value of Financial Instruments
The book value of cash, accounts receivable and
current liabilities is similar to their fair value,
due to the short-term maturities of these
instruments.

The book value of receivables with collection
periods that extend through time is determined
according to the estimated collection period, the
time value of money and the specific risks of the
transaction at the time of the measurement and,
therefore, this book value approximates its fair
value.

Non-current investments classified as loans and
receivables have been measured at amortized
cost, and their book value approximates their
fair value.

The fair value of non-current financial liabilities
(Level 2) is measured based on the future cash
flows of those liabilities, discounted at a
representative market rate available to Grupo
Clarín for liabilities with similar terms (currency
and remaining term) prevailing at the time of
measurement.

The following table shows the estimated fair
value of non-current financial liabilities:

December 31, 2015

December 31, 2014

Book Value

Fair Value

Book Value

Fair Value

Non-Current Debt

4,033

3,903

2,870

2,675

Note 12

Interests in subsidiaries and affiliates
a. During 2007, AGEA increased its interest in
CIMECO from 33.3% to 50.0%, and executed
call and put options on an additional interest in
CIMECO’s capital stock. During 2008, AGEA
partially assigned the rights and obligations
arising from such options to its subsidiary AGR
and to the Company. Subsequently, in 2008,
AGEA, AGR and the Company exercised such
call option, increasing, directly and indirectly, the
Company’s equity interest in CIMECO and
Papel Prensa to 100% and 49%, respectively.

On April 10, 2008, the Company and the parties
to the above-mentioned transaction notified
CNDC of such transaction and on May 12,
2008 filed form F-1. After such notice and as of
the date of these financial statements, the
Company submitted additional information
requested by the CNDC. As of the date of these
financial statements, the above transaction is
subject to administrative approvals.

of companies. In case of breach of such provision,
the sellers shall have to pay an indemnification.
These transactions are subject to administrative
approvals.

c. On September 2, 2008, ARTEAR increased its
equity interest in Pol-Ka and SB Producciones
S.A. to 55% of such companies’ capital stock and
votes, thus acquiring a controlling interest in
both companies, in which it previously exercised
common control. These transactions are subject
to administrative approvals.

d. On February 10, 2011, CMD sold to a third
party all of its shares of Dinero Mail, for
approximately USD 4.4 million in cash; part of
the price was withheld as guarantee.

e. On August 17, 2011, CMD executed a stock
purchase agreement, whereby it increased by
20% its interest in Interpatagonia S.A. (now
Interwa S.A.), where it now holds 80% of the
capital stock. CMD paid approximately Ps. 4.3
million in consideration for the shares.

On November 25, 2014, one of the sellers of
Interwa S.A.’s shares, as mentioned in Note 10 to
these consolidated financial statements, exercised
its put option for 6.66% of the shares of that
company for approximately Ps. 1.5 million,
payable in six monthly installments as from
December 2014.

190

On January 8, 2015, CMD exercised the call
option for an additional 6.66% of the equity
interest in Interwa S.A. as mentioned under Note
10 to these consolidated financial statements, for
approximately Ps. 1.5 million, payable in five
monthly installments as from January 2015.

f. On October 3, 2011 the Company’s subsidiary
AGR acquired 65.46% of the capital stock and
votes of Cúspide Libros S.A. and 2.40% of the
capital stock and votes of Librerías Fausto
S.A.C.E.I. (controlled by Cúspide Libros S.A.,
and subsequently dissolved). The transaction
amounted to USD 2.8 million and Ps. 3.8
million.

During 2014, the direct and indirect equity
interest of AGEA in Cúspide increased to
approximately 93.5%, mainly as a result of
AGR’s purchase of shares of Cúspide on April 26,
2014 and the capital increase approved by the
shareholders of Cúspide at that company's
General Extraordinary Shareholders’ Meeting
held on June 30, 2014, which was fully
subscribed by AGR. The total cost of these
transactions amounted to approximately Ps. 21
million.

During 2015, AGEA increased its direct and
indirect interest in Cúspide to approximately
97.6% mainly as a result of the capital increase
approved by the shareholders of Cúspide at that
company's General Extraordinary Shareholders’
Meeting held on October 23, 2015, which was
fully subscribed by AGR.

statements. Based on the above, South Media
Investments S.A. assumed the risk of the
existence and/or emergence of liabilities in
connection with IDS that may have existed or
originated prior to the closing date of the
transaction, regardless of whether such liabilities
already existed or may become evident or
enforceable in the future. South Media
Investments S.A. firmly and irrevocably waived
its right to bring any claim to which it may be
deemed entitled against ARTEAR in this respect,
holding it harmless -also firmly and irrevocably-
from any and all such liabilities.

h. On September 10, 2015, the Board of
Directors of Cablevisión approved the assignment
of the rights and obligations held by Grupo
Clarín under an offer it had submitted to NII
Mercosur Telecom, S.L.U. and NII Mercosur
Móviles, S.L.U. (hereinafter, the “Sellers”) for the
acquisition of 49 % of the capital stock of
NEXTEL COMMUNICATIONS
ARGENTINA S.R.L. and an option to acquire,
together with its subsidiary, Televisión Dirigida
S.A., subject to certain conditions -among them,
the regulatory approvals-, 51 % of the remaining
capital stock. The price of the transaction was
USD 165 million (out of this amount, USD 80
million accounts for 49% and USD 85 million
accounts for 51%) plus the right to collect an
additional amount of up to USD 13 million
subject to the fulfillment of certain conditions.
The offer submitted by Grupo Clarín was subject
to the acceptance of the Sellers. On September
11, 2015, the Sellers accepted the offer submitted
by Grupo Clarín and, on the same date, the
Sellers accepted the assignment of the rights
under such offer in favor of Cablevisión, offering
Cablevisión the acquisition of 49% of the capital
stock of Nextel and the option to acquire the
remaining 51%. In order to guarantee the rights
and obligations under the offer, the capital stock
owned by NII Mercosur Móviles, S.L.U. was
pledged (subject to registration with the Public
Registry of Commerce). The transaction was
executed on September 14, 2015 with the
aggregate payment by Cablevisión and its
subsidiary of USD 159 million. The companies
undertook to create an USD 6 million guarantee
fund with the balance to cover any potential
liabilities of Nextel (this fund was set up on
October 7, 2015). In addition, upon the
fulfillment of certain conditions precedent, on
October 1, 2015, Cablevisión paid to the Sellers
the additional amount of USD 12.73 million. As
of the date of these financial statements, the

191

assignment of 49 % of the capital stock of Nextel
in favor of Cablevisión has not yet been
registered with the Public Registry of Commerce.
Nextel will continue to be controlled and
operated by the Sellers until the option to acquire
the remaining 51% of the capital stock has been
exercised. In addition, on January 27, 2016,
Cablevisión and its subsidiary Televisión Dirigida
S.A. decided to exercise the option to acquire the
remaining 51% of the capital stock and votes of
Nextel, and, consequently, Cablevisión became
the holder of 51.4% of the capital stock and
votes of Nextel and Televisión Dirigida S.A.
became the holder of the remaining 48.6% (See
Note 9.4.9).

Cablevisión and its subsidiary Televisión Dirigida
S.A. have one year as from the date of acquisition
of 51% of the capital stock to allocate the cost of
acquisition and calculate goodwill in proportion
to their equity interest.

Cablevisión concluded the process of allocating
the purchase price of 49% of the capital stock of
Nextel and calculated a gain from this acquisition
of Ps. 316.7 million disclosed under the item
“Equity in Earnings from Affiliates and
Subsidiaries” of the Consolidated Statement of
Comprehensive Income, mainly due to the fact
that the valuation of its identifiable assets,
liabilities and contingent liabilities in proportion
to its equity interest exceeds the acquisition cost.

During the last quarter of 2015, Cablevisión’s
investment in Nextel generated a total gain of Ps.
85.0 million, mainly as a result of the purchase of
Nextel.

According to the Special Financial Statements of
Nextel for the three-month period ended
December 31, 2015, sales, income after taxes
from continuing operations and net assets
amounted to Ps. 870.8 million, Ps. 173.6 million
and Ps. 2,451,1 million, respectively.

i. On September 30, 2015, ARTEAR and
AGEA, together with other companies, created a
company under the name “RPA Media Place
S.A.,” engaged in advertising on digital websites,
with an equity capital of Ps. 100,000. Each of
ARTEAR and AGEA hold a 19% interest in
RPA Media Place S.A. On November 14, 2015,
that company was registered with the Argentine
Superintendency of Legal Entities.

j. On August 20, 2015, FEASA together with
Publirevistas S.A., created a company under the
name “Exponenciar S.A.,” engaged in the
organization, development and operation of fairs,
exhibitions, seminars and conferences, with an
equity capital of Ps. 100,000. FEASA holds a
50% interest in Exponenciar S.A. As of the date
of these financial statements, the incorporation of
that company is pending registration with the
IGJ.

k. On October 8, 2015, CMD entered into a
stock purchase agreement, whereby it increased
its interest in Electro Punto Net S.A. by 26%.
The amount of this operation is approximately
Ps. 11.8 million. In December 2015, Electro
Punto Net S.A. capitalized irrevocable
contributions made by CMD for Ps. 8 million,
increasing its interest to 54.3% in the capital
stock of Electro Punto Net S.A.

Note 13

Assets held-for-sale and discontinued operations
Based on the situations described in Note 9.4.1
to the consolidated financial statements as of
December 31, 2014, certain assets have been
classified as Assets held for sale as of such date,
as required by IFRS.

The following balances of Investments in
unconsolidated affiliates were classified as Assets
held for sale as of December 31, 2014 (in
millions of Argentine pesos):

192

IESA
Telba
Cuyo Televisión

The following balances of Property, Plant and
Equipment were classified as Assets held
for sale as of December 31, 2014 (in millions
of Argentine pesos):

Property, Plant and Equipment

Based on the situations described under Note 9.4.1
to the consolidated financial statements, as of
December 31, 2015, the above-mentioned assets
are no longer disclosed under Assets held for sale.
The following is a summary of the main financial
effects on these consolidated financial statements
(in millions of Argentine pesos).

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Detail of net income for the year presented on a
comparative basis, disclosed in these consolidated
financial statements for comparative purposes
against the previous year:

Operating Income (1)

Other Income and Expense, net

Financial Results, net
Equity in Earnings from Affiliates and Subsidiaries

Income before Income Tax and Tax on Assets

Income Tax and Tax on Assets

Net Income from Discontinued Operations

(1) Comprises sales, less the cost of sales and selling
and administrative expenses.

December 31, 2014

158.8
3.9
1.1
163.8

December 31, 2014

0.1

December 31, 2015

147

138

December 31, 2014

8.5

(3.2)

0.1
32.1

37.5

(2.7)

34.7

193

Note 14

Reserves, retained earnings and dividends

Balances at the beginning of the year:

Legal Reserve

Accumulated Results

Other Reserves

Optional Reserves

Total

Net Income Attributable to the Parent Company

Dividend Distribution

Changes in Reserves for Acquisition of Investments

Balance at the end of the year

a. Grupo Clarín
On April 28, 2015, at the Annual Ordinary
Shareholders' Meeting of the Company, the
shareholders decided, among other things, to
appropriate the net income for the fiscal year
2014, which amounted to Ps. 804,101,687, as
follows: (i) Ps. 250,000,000 to the distribution
of dividends payable in two installments of
Ps. 125,000,000 each, the first one to be paid
within 30 days as from the date of the share-
holders’ Meeting and the second one to be paid
on December 31, 2015 or on an earlier date as
determined by the Company’s Board of
Directors and (ii) Ps. 554,101,687 to an option-
al reserve to provide financial aid to subsidiaries
and in connection with the Audiovisual
Communication Services Law.

December 31, 2015

December 31, 2014

119,460,767

804,101,687

(209,686)

2,071,576,709

2,994,929,477

1,884,929,369

(250,000,000)

(3,444,081)

4,626,414,765

112,710,297

479,831,556

5,207,274

1,838,495,623

2,436,244,750

804,101,687

(240,000,000)

(5,416,960)

2,994,929,477

b. Cablevisión
On April 23, 2015, at the Annual General
Ordinary and Extraordinary Shareholders’
Meeting of Cablevisión, the shareholders decid-
ed to distribute cash dividends in the amount of
Ps. 436 million, payable in Argentine Pesos or
US Dollars within a term of thirty days as from
the date of such Shareholders’ Meeting delegat-
ing on the Board of Directors of Cablevisión the
power to establish the time and payment
method. Of that amount, approximately
Ps. 174.5 million corresponds to the non-con-
trolling interest in this company. As of the date
of these financial statements, Cablevisión paid
Ps. 435.8 million of distributed dividends.

194

Note 15

Non controlling interest

December 31, 2015

December 31, 2014

Balances as of January 1st

Equity in the Earnings of Other Companies for the year

Dividends and Other Movements of Non-Controlling Interest

Variation in Translation Differences of Foreign Operations

Balance at the end of the year

2,282,464,286

1,030,981,112

(185,625,298)

47,468,897

3,175,288,997

1,748,885,854

541,359,977

(173,220,528)

165,438,983

2,282,464,286

The following is a detail of certain supplementary
information required by IFRS about the non-
controlling interest in Cablevisión. The
information corresponds to the subsidiary's
identifiable assets and liabilities on which the
Company values its investment. The amounts are
stated in millions of pesos and do not take into
consideration intercompany deletions.

Country

Non-controlling interest percentage

Comprehensive income for the year allocated

to non-controlling interest

Accumulated non-controlling interest at year-end

Summarized financial information:

- Dividends distributed to Non-Controlling Interests

- Current assets

- Non-current assets

- Current liabilities

- Non-current liabilities

- Revenues

- Net Income from Continuing Operations

- Other Comprehensive Income

- Total Comprehensive Income

- Cash and Cash Equivalents at Year-end

December 31, 2015

December 31, 2014

Argentina

40.0%

Argentina

40.0%

965

2,808

174

4,436

14,547

6,489

4,269

20,125

2,450

147

2,597

2,177

490

1,948

158

3,337

9,607

3,692

3,184

14,226

1,264

355

1,619

1,333

195

Note 16

Balances and transactions with related parties
The following table contains the outstanding
balances with related parties:

December 31, 2015

December 31, 2014

Other Receivables

Non-Current

Under Joint Control

Current

Under Joint Control

Other Related Parties

Trade Receivables

Current

Under Joint Control

Other Related Parties

Trade Payables and Other

Current

Under Joint Control

Other Related Parties

Debt

Non-Current

Under Joint Control

Current

Other Related Parties

Other Liabilities

Current

Under Joint Control
Other Related Parties

9,212,575

2,385,289

19,918,734

22,304,023

17,705,032

2,372,249

20,077,281

77,149,743

17,756,038

94,905,781

9,212,575

22,708,882

-
39,490

39,490

1,330,662

17,140,641

18,471,303

20,930,905

60,190,140

81,121,045

41,796,587

38,740,063

80,536,650

16,701,274

1,417
299,516

300,933

196

The following table shows the operations with
related parties for the years ended December 31,
2015 and 2014:

Item

December 31, 2015

December 31, 2014

Under Joint Control

Advertising Sales

Printing Services Sales

Sales of Internet Subscriptions

TV Signals Sales

Other Sales

Fees for Services

Productions and Co-Productions

Printing and Distribution Costs

Interest Expense

Rights

Advertising and Promotion

Expenses

Other Related Parties

Advertising Sales

Sales of Internet Subscriptions

TV Signals Sales

Other Sales

Rentals

Interest Expense

Advertising and Promotion

Expenses

Other Purchases

Other Expenses

The fees paid to the Board of Directors and
the Upper Management of Grupo Clarín for
the years ended December 31, 2015 and
2014 amounted to approximately Ps. 450
million and Ps. 175 million, respectively.

16,921,003

1,590,846

53,747

9,615,978

(54,343)

(2,055,651)

(35,682,552)

(2,380,000)

(335,824,878)

11,641,276

931,364

355,012

69,785

9,879,607

(51,829)

(472,244)

(26,852,007)

(746,615)

(247,685,438)

(2,805,030)

(2,705,492)

1,712,010

44,390

3,529,663

26,188,329

(680,927)

(2,242,601)

(26,202)

(281,408,575)

(10,040,352)

1,473,202

5,025,043

15,424,614

(486,665)

(1,358,239)

(236,938,535)

(1,848,626)

197

Note 17

Earnings per share
The following table shows the net income and
the weighted average of the number of common
shares used in the calculation of basic earnings
per share:

Net Income used in the Calculation of

Basic Earnings per Share (gain):

From Continuing Operations

Weighted Average of the Number of Common Shares

used in the Calculation of Basic Earnings per Share

Earnings per Share

The weighted average of the number of
outstanding shares was 287,418,584. Since no
debt securities convertible into shares were
recorded, the same weighted average should be
used for the calculation of diluted earnings
per share.

Basic and Diluted Earnings per Share

From Continuing Operations

Total Earnings per Share

Dividends paid for the year 2015 amounted to
Ps. 250,000,000 (Ps. 0.87 per share).

Note 18

Covenants, sureties and guarantees provided
a. Note 5.12 sets forth certain restrictions to
which Cablevisión (by itself and as the surviving
company and successor to Multicanal’s operations
after the merger), PRIMA and AGEA are subject
under their respective financial obligations
described in such note.

b. IESA is subject to contractual restrictions on
the transfer of its equity interest in TRISA and
Tele Net Image Corp.

c. During the year 2009, AGR purchased a
binding machine on credit. To secure the
transaction, AGR granted the supplier a pledge
over the machine. AGR granted joint and

December 31, 2015

December 31, 2014

1,884,929,369

287,418,584

6.56

804,101,687

287,418,584

2.80

December 31, 2015

December 31, 2014

6.56

2.80

several guarantees for the loans granted by
Banco de Inversión y Comercio Exterior and
Standard Bank Argentina S.A. to Artes Gráficas
del Litoral S.A.

d. On September 25, 2012, GCGC executed a
mortgage agreement on a building of its property
securing the payment of the obligations under the
loan with Banco de la Ciudad de Buenos Aires
mentioned in Note 5.12.3. Grupo Clarín acts as
guarantor of said financing.

e. On October 12, 2012, the Company
executed an agreement securing the payment of
the obligations under a loan taken by GCGC
with Standard Bank Argentina mentioned in
Note 5.12.3.

198

f. GCSA Investments executed an agreement
with Itaú Unibanco S.A., New York branch, to
secure a financing transaction of a subsidiary of
the Group by creating a security interest on a
term deposit held in escrow at the above-
mentioned bank in the aggregate amount of
USD 20.2 million, which matures in July 2015.
On April 29, 2015, GCSA Investments executed
an agreement with Itaú Unibanco S.A., New
York branch, whereby it reduced to USD 5.2
million the above-mentioned security interest. In
addition, on July 24, 2015, GCSA Investments
terminated the agreement executed with Itaú
Unibanco S.A., New York branch.

g. During 2014, AGR financed the acquisition of
machinery and equipment through leasing
agreements mentioned in Note 5.12.2 to these
consolidated financial statements. Grupo Clarín
and AGEA are joint debtors of said financing.

h. On August 28, 2015, Grupo Clarín became
the guarantor of certain financial obligations of
AGEA with Banco Santander Rio S.A. for a term
of 90 days.

i. On July 24, 2015, Grupo Clarín became the
guarantor to secure certain financial obligations
of AGEA, AGR and Cúspide with Banco Itaú
Argentina S.A.

Note 19

Award of a Bid of the city of Buenos Aires
On June 7, 2011, the Government of the City of
Buenos Aires issued Decree No. 316 whereby it
approved a public bidding process to contract
comprehensive digital services for educational
purposes for elementary school students in the
City of Buenos Aires. Such services include, but
are not limited to, the delivery of one netbook per
student and one notebook per teacher under a
gratuitous bailment agreement, connectivity, first
and second level support, content access control,
replacement in case of theft or damage and new
license, both with certain limitations. The bid was
awarded to PRIMA for a five-year term, which
will start after certain requirements have been
met. As consideration, PRIMA would receive an
amount per student, teacher and school.

As of December 31, 2011 the initial requirements
had been met in order to bring the agreement
into effect and to begin its billing.

Note 20

Long-term savings plan for employees
During the last quarter of 2007, the Company,
together with its subsidiaries, began to
implement a long-term savings plan for certain
executives (directors and managers comprising
the “executive payroll”), which became effective
in January 2008. Executives who adhere to such
plan undertake to contribute regularly a portion
of their salary (variable within a certain range, at
the employee’s option) to a fund that will allow
them to strengthen their savings capacity. Each
company of the Group where those executives
render services will match the sum contributed
by such executives. This matching contribution
will be added to the fund raised by the
employees. Under certain conditions, the
employees may access such funds upon
termination of their participation in the long-
term savings plan.

Said plan provides for certain special conditions
for those managers who were in the “executive
payroll” before January 1st, 2007. Such
conditions consist of supplementary
contributions made by each company to the
plan related to the executive’s years of service
with the Group. As of December 31, 2015,
such supplementary contributions made by the
Company on a consolidated basis amount to
approximately Ps. 57 million, and the charge to
income is deferred until the retirement of each
executive.

During 2013, certain changes were made to the
savings system, although its operation
mechanism and the main characteristics with
regard to the obligations undertaken by the
company were essentially maintained.

Pursuant to IAS No. 19, the above-mentioned
savings plan qualifies as a Defined Contribution
Plan, which means that the companies’
contributions shall be charged to income on a
monthly basis as from the date the plan
becomes effective.

199

Note 21

Operating Leases
Lease Agreements
As of December 31, 2015 and 2014, the
Company is a party to non-cancellable
operating leases, which are currently effective
and have different terms and renewal rights. The
total amount of minimum future payments for
non-cancellable operating leases is the following
(in millions of Ps.):

1 year

Between 1 and 5 years

5 years or more

Note 22

Derivatives
The following is a detail of the derivatives held by
the Company (amounts stated in millions of
Argentine pesos):

Foreign Currency Forward Contracts -

Fair Value Hedge

Total

Less non-current portion:

Foreign Currency Forward Contracts -

Fair Value Hedge

Total

Current portion

No ineffectiveness has been recorded in
connection with fair value hedges.

December 31, 2015

December 31, 2014

269

505

833

165

163

355

December 31, 2015

December 31, 2014

Assets

Liabilities

Assets

Liabilities

58.4

4.7

200

Note 23

Law No. 26,831 Capital Markets
On December 28, 2012, Capital Markets Law
No. 26,831 (the "Capital Markets Law"), passed
on November 29, 2012 and enacted on
December 27, 2012, was published in the
Official Gazette. The Law provides for a
comprehensive amendment of the public
offering regime, previously governed by Law
No. 17,811. Among other things, the new law
enhances the National Government’s oversight
powers and changes the authorization, control
and oversight mechanisms of all stages of the
public offering process and the role of all the
entities and individuals involved. The Law
became effective on January 28, 2013.

On July 29, 2013, the National Government
issued Decree No. 1023/2013 to regulate
partially the Capital Markets Law that had been
passed on November 29, 2012. Among other
provisions, the Decree regulates Section 20 of
said Law, pursuant to which the CNV may
appoint an overseer with veto rights over the
decisions made by the boards of directors of
entities subject to the public offering regime, or
otherwise remove the boards from such entities
for up to 180 days until all deficiencies found
by the CNV are solved. Said Decree amends the
Law it seeks to regulate and, therefore,
constitutes a regulatory abuse. Thus, whereas
the Law vests on the CNV the power to appoint
an overseer or to remove the board of directors,
the Decree allows the CNV to exercise that
power if the shareholders and/or noteholders
with a two percent (2%) interest in the
company’s capital stock or outstanding debt
securities claim that they have suffered actual
and certain damages or if they believe their
rights may be seriously jeopardized in the
future. The Decree also vests on the CNV the
power to appoint the administrators or co-
administrators that will hold office as a

consequence of the removal of the boards of
directors. Thus, the Decree amends the Law by
granting the CNV powers that were not
provided therein. By doing so, the Executive
Branch is assuming strictly legislative functions
in breach of constitutional provisions.

On September 5, 2013 within the framework of
the Capital Markets Law and its Decree, the
CNV issued Resolution No. 622/2013 (the
“Rules”), whereby it approved the applicable
Rules that repeal the Rules that had been
effective until that date (as restated in 2001).
The new Rules have introduced several changes
in connection with CNV’s powers over the
companies under that agency’s oversight, and
also in connection with the information that
these companies must disclose.

On August 20, 2013, at the request of Mr.
Rubén Mario Szwarc, a minority shareholder of
the Company, and by means of public deed
number two hundred forty five, the Company
was served notice of the decision rendered by
Chamber A of the National Court of Appeals
on Commercial Matters on August 12, 2013, in
re “SZWARC, Rubén Mario v. National
Government and Others on Preliminary
Injunction” File No. 011419/2013. That
Chamber decided, among other things, (i) to
declare the unconstitutionality of Sections 2, 4,
5, 9, 10, 11, 13, 15 and 16 of Law No. 26,854,
and (ii) to order the provisional, injunctive
suspension of Section 20, subsection a), second
part, paragraphs I and II (or 1 and 2) of Law
No. 26,831 and of all laws, rules or
administrative acts issued or that may be issued
pursuant to such legal provisions, with respect
to Grupo Clarín S.A., until the judge that is
finally declared competent to render a decision
on the merits assumes full jurisdiction of the
case and renders a final decision relating to the
injunction.

201

Note 24

Note 25

Subsequent events
a. The events that took place subsequent to the
closing of this year related to the regulatory
framework applicable to the Company and its
subsidiaries are described in Note 9.

b. In February 2016, Radio Mitre was served
with a claim seeking to extend to Radio Mitre
the bankruptcy of one of its subsidiaries,
Cadena País Producciones Publicitarias S.A., in
connection with a case pending before one of
the National Courts of First Instance on
Commercial Matters of the City of Buenos
Aires. Our legal advisors believe that that
company has sufficient legal and factual grounds
to support its position contrary to that claim
and, therefore, they do not foresee any adverse
effects that may be derived from this situation.

Note 26

Approval of financial statements
Grupo Clarín’s Board of Directors has approved
the consolidated financial statements and
authorized their issue for March 9, 2016.

Extinction of the notes issued by AGEA
As mentioned in Note 5.12.2 to the
consolidated financial statements, on January
28, 2014, AGEA repaid all of the USD 30.6
million aggregate principal amount outstanding
and interest accrued as of such date on the
Series C Notes issued by that company under
the Global Program.

Pursuant to Article 16, Section V of Chapter I
of Title III of the Restated Rules issued by the
CNV, which governs the delisting due to non-
existence of outstanding securities, upon the
extinction of the Series C Notes, AGEA filed
the required documentation with the CNV.

On August 5, 2014, the CNV served AGEA
with a notice requesting the latter to submit
information to prove the extinction of Series A,
B and D Notes, issued by that company under
the Global Program for the Issuance of Notes.
On August 12, 2014, AGEA submitted the
information requested by the CNV, providing
evidence of the extinction of the notes.

On October 8, 2014, the CNV requested
AGEA to make a filing in connection with the
delisting. On October 16, 2014, AGEA
submitted a Note to the CNV whereby it
requested delisting due to the extinction of its
notes. As of the date of these financial
statements, the CNV has not rendered a
decision on this matter.

Once the authorization for public offering is
cancelled due to the non-existence of
outstanding securities, AGEA shall no longer be
subject to the applicable regulations and
legislation issued by the CNV, and shall become
subject to the jurisdiction of the IGJ, and,
therefore, to that agency's regulations.

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

202

SUPPLEMENTARY
FINANCIAL
INFORMATION

203

1. Company activities

Grupo Clarín is the most prominent and
diversified media group in Argentina and one of
the most important in the Spanish-speaking
world. It has presence in the printed media,
radio, broadcast and cable television, audiovisual
content production, the printing industry and
Internet. Its leadership in the different media is a
competitive advantage that enables Grupo Clarín
to generate significant synergies and expand into
new markets. Its activities are grouped into four
main segments: Cable television and Internet
access, Printing and publishing, Broadcasting and
Programming, and Digital content and other.

The Company carried out its activities in the
challenging context of constant harassment of the
media in general and of Grupo Clarín in
particular. Among the main activities carried out
during the year, the following were the most
significant:

In the Printing and Publishing segment, during
the year, the Company continued to publish its
traditional newspapers and magazines, focusing
on strengthening its editorial offering through the
launch of new collectible and optional products.
Advertising sales began to fall starting in February
2013, as a consequence of a substantial decrease
in printed media advertising sales to supermarket
and home appliance chains. This circumstance
has a negative impact on the finances of news
companies and, in particular, on this segment.

In the Broadcasting and Programming Segment,
El Trece maintained the highest audience share.
This leading position is mostly attributable to the
good performance of its programming grid both
during the Prime Time, and at other times. In
Prime Time, the most outstanding features were
the fiction shows “Las mil y una noches”,
“Esperanza Mía” and “Noche y Día”, the
newscast Telenoche and the entertainment shows
Showmatch and A Todo o Nada. Noticiero Trece
and El Diario de Mariana delivered good results
in the afternoon. The shows Periodismo para

Todos, Lunch and Dinner with Mirtha Legrand,
the quiz show Los 8 Escalones, the entertainment
show Como anillo al dedo and the summaries of
the highlights of “Las mil y una noches”
contributed to a good performance during
weekends.

In the Cable Television and Internet Access
segment, the Company focused on subscriber
loyalty initiatives, as well as on boosting
penetration of its premium services, such as,
Cablevisión HD, Pay Per View (PPV), Video On
Demand (VoD) and Digital Video Recording
(DVR) and expanding its broadband Internet
access subscriber base. Progress was also made in
the optimization of the reach of digital and
premium services to cities and towns in the
provinces.

In addition, in the Cable Television and Internet
Access segment, on September 10, 2015, the
Board of Directors of Cablevisión approved the
assignment of the rights and obligations held by
Grupo Clarín under an offer it had submitted to
NII Mercosur Telecom, S.L.U. and NII Mercosur
Móviles, S.L.U. (hereinafter, the “Sellers”) for the
acquisition of 49 % of the capital stock of
NEXTEL COMMUNICATIONS
ARGENTINA S.R.L. and an option to acquire,
together with its subsidiary Televisión Dirigida
S.A., subject to certain conditions -among them,
the regulatory approvals-, 51 % of the remaining
capital stock. The price of the transaction was
USD 165 million (out of this amount, USD 80
million accounts for 49% and USD 85 million
accounts for 51%) plus the right to collect an
additional amount of up to USD 13 million
subject to the fulfillment of certain conditions.
The offer submitted by Grupo Clarín was subject
to the acceptance of the Sellers. On September
11, 2015, the Sellers accepted the offer submitted
by Grupo Clarín and, on the same date, the
Sellers accepted the assignment of the rights
under such offer in favor of Cablevisión, offering
Cablevisión the acquisition of 49% of the capital
stock of Nextel and the option to acquire the
remaining 51%. In order to guarantee the rights

Supplementary
Financial
Information

As of December 31, 2015

204

and obligations under the offer, the capital stock
owned by NII Mercosur Móviles, S.L.U. was
pledged (subject to registration with the Public
Registry of Commerce). The transaction was
executed on September 14, 2015 with the
aggregate payment by Cablevisión and its
subsidiary of USD 159 million. The companies
undertook to create an USD 6 million guarantee
fund with the balance to cover any potential
liabilities of Nextel (this fund was set up on
October 7, 2015). In addition, upon the
fulfillment of certain conditions precedent, on
October 1, 2015, Cablevisión paid to the Sellers
the additional amount of USD 12.73 million. As
of the date of these financial statements, the
assignment of 49 % of the capital stock of Nextel
in favor of Cablevisión has not yet been
registered with the Public Registry of Commerce.
Nextel will continue to be controlled and
operated by the Sellers until the option to acquire

the remaining 51% of the capital stock has been
exercised. In addition, on January 27, 2016,
Cablevisión and its subsidiary Televisión Dirigida
S.A. decided to exercise the option to acquire the
remaining 51% of the capital stock and votes of
Nextel, and, consequently, Cablevisión became
the holder of 51.4% of the capital stock and
votes of Nextel and Televisión Dirigida S.A.
became the holder of the remaining 48.6%.

2. Consolidated financial structure

Note: the amounts are rounded and stated in
thousands of Argentine Pesos. The figures under
total amounts may not represent the exact
arithmetic sum of the other figures in the table.
Pursuant to CNV regulations, the following
table shows the balances and results for the
period, on a comparative basis with the prior
periods, prepared under IFRS.

Non-current assets

Current assets

Assets held for sale

Total Assets

Equity of the Parent Company

Equity of Non-Controlling Interests

Total Equity

Non-current liabilities

Current liabilities

Total Liabilities

December 31,

2015

2014

2013

2012

2011

16,246,453

8,454,551

24,701,004

7,232,951

3,175,289

10,408,240

4,718,094

9,574,671

14,292,764

10,801,158

6,366,440

163,897

17,331,495

5,483,022

2,282,464

7,765,487

3,520,126

6,045,882

9,566,008

9,512,026

4,872,758

8,303,639

3,699,980

7,791,866

2,855,978

14,384,783

12,003,619

10,647,844

4,729,908

1,748,886

6,478,794

3,451,464

4,454,526

7,905,989

4,090,030

1,374,569

5,464,599

3,378,694

3,160,327

6,539,020

3,634,142

1,063,646

4,697,788

3,319,250

2,630,806

5,950,056

Total Equity and Liabilities

24,701,004

17,331,495

14,384,783

12,003,619

10,647,844

205

3. Consolidated comprehensive income structure

Operating income/loss from
continuing operations (1)
Financial Results

Equity in Earnings from Affiliates

and Subsidiaries

Other Income and Expense, net

Income/loss from continuing operations

December 31,

2015

2014

2013

2012

2011

6,565,323

(3,064,437)

3,594,695

(1,730,425)

2,149,638

(1,473,831)

1,900,321

(916,154)

1,710,140

(582,086)

544,630

99,907

71,895

(638)

99,483

69,534

13,683

639

33,654

1,507

before income tax and tax on assets

4,145,423

1,935,527

844,825

998,490

1,163,215

Income tax and tax on assets

(1,229,513)

(590,065)

(97,924)

(524,876)

(425,032)

Income for the year from

continuing operations

2,915,910

1,345,462

746,900

473,614

738,183

Net Income from Discontinued Operations

Net Income for the Year

2,915,910

1,345,462

53,765

800,666

498,717

972,331

47,426

785,610

Other Comprehensive Income for the Year

165,912

359,868

312,065

180,169

81,154

Total Comprehensive Income for the Year

3,081,822

1,705,330

1,112,731

1,152,500

866,764

(1) Defined as net sales less cost of sales and expenses.

206

4. Cash Flow Structure

December 31,

2015

2014

2013

2012

2011

Cash provided by (used in) Operating Activities

Cash provided by (used in) Investment Activities

Cash provided by (used in) Financing Activities

Total Cash provided (used) for the Year

6,434,616

(5,436,376)

(885,467)

112,773

4,455,564

(2,900,589)

(1,624,895)

(69,921)

2,608,347

(2,038,304)

(412,863)

157,180

2,291,944

(819,887)

(1,110,017)

362,040

1,577,219

(1,527,311)

187,633

237,541

Financial Results Generated by Cash

and Cash Equivalents

847,812

164,436

188,547

77,116

42,090

Total Changes in Cash

960,585

94,515

345,727

439,156

279,632

207

5. Statistical data

Cable TV subscribers (1) (5)
Cable TV homes passed (2) (5)
Cable TV churn ratio
Internet access subscribers (1)
Newspaper circulation (3)
Canal 13 audience share
Prime Time (4)
Total Time (4)

December 31,

2015

2014

2013

2012

2011

3,532,577

7,795,404

12.6

2,025,860

261,699

37.3

30.4

3,491,068

7,514,104

13.6

1,837,672

276,466

33.3

26.7

3,492,480

7,509,525

12.7

1,711,587

296,704

35.4

28.0

3,404,698

7,455,898

12.8

1,504,380

311,699

35.9

29.4

3,490,320

7,586,506

12.5

1,351,107

331,238

42.2

33.0

(1) Includes companies controlled, directly and
indirectly, by Cablevisión (Argentina, Uruguay and
Paraguay).
(2) Contemplates the elimination of the overlapping
of networks between Cablevisión and subsidiaries
(including Multicanal and Teledigital).
(3) Average quantity of newspapers per day (Diario
Clarín and Olé), pursuant to the Instituto Verificador
de Circulaciones (this figure represents sales in
Argentina and abroad).
(4) Share of prime time audience of broadcast
television stations in the Metropolitan Area of Buenos
Aires, as reported by IBOPE. Prime time is defined as
8:00 PM to 12:00 AM, Monday through Friday. Total
time is defined as 12:00 PM to 12:00 AM, Monday
through Sunday.
(5) As of December 31, 2015, 2014, 2013 and 2012
it does not include the data corresponding to
Cablevisión's subsidiaries in Paraguay.

208

6. Ratios

Liquidity (current assets / current liabilities)

Solvency (equity / total liabilities)

Capital assets

(non-current assets / total assets)

Return on equity (net income for the year /

average shareholders’ equity)

December 31,

2015

0.88

0.73

0.66

0.32

2014

1.05

0.81

0.62

0.19

2013

1.09

0.82

0.66

0.13

2012

, 2011

1.17

0.84

0.69

0.19

1.09

0.79

0.73

0.18

7. Outlook

The Company remains committed to informing
with independence, to reaching all sectors of
society and to supporting the quality and credi-
bility values of its media. It will assess the impli-
cations of the laws related to its activities; while
bringing the pertinent legal actions to safeguard
its rights and those of its readers, audiences and
clients.

The Company will keep focusing on the core
processes that allow for a sustainable and effi-
cient growth from different perspectives: finan-
cial structure, management control, business
strategy, human resources, innovation and cor-
porate social responsibility.

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

209

Independent
Auditor’s Report

Free translation from
the original
prepared in Spanish

To the Shareholders, President

and Directors of Grupo Clarín S.A.

Legal domicile: Piedras 1743

Autonomous City of Buenos Aires

CUIT No 30-70700173-5

Report on the Consolidated Financial
Statements
We have audited the attached consolidated
financial statements of Grupo Clarín S.A. and its
controlled subsidiaries (the “Company”) which
comprise the consolidated balance sheet at
December 31, 2015, the consolidated statements
of comprehensive income, of changes in equity
and of cash flows for the year then ended and a
summary of significant accounting policies and
other explanatory information.

The balances and other information for the fiscal
year 2014 are an integral part of the above-
mentioned audited financial statements, so they
are to be considered in the light of those financial
statements.

Board of Directors’ responsibility
The Board of Directors is responsible for the
reasonable preparation and presentation of these
consolidated financial statements in accordance
with International Financial Reporting Standards
adopted by the Argentine Federation of
Professional Councils in Economic Sciences
(FACPCE, for its Spanish acronym) as
professional accounting standards and
incorporated by the Argentine Securities
Commission (CNV, for its Spanish acronym) to
its regulations, as adopted by the International
Accounting Standards Board (IASB). Further, the
Board of Directors is responsible for the internal
control it may deem necessary to enable preparing
consolidated financial statements free of material
misstatements caused by errors or irregularities.

210

Auditor’s responsibility
Our responsibility is to express an opinion on the
consolidated financial statements based on our
audit. We conducted our audit in accordance with
International Standards on Auditing. Those
standards were adopted as auditing standards in
Argentina by Technical Resolution No. 32 of the
Argentine Federation of Professional Councils in
Economic Sciences (FACPCE, for its Spanish
acronym) as they were approved by the
International Auditing and Assurance Standards
Board (IAASB) and require that we comply with
ethical requirements and plan and perform the
audit to obtain reasonable assurance about
whether the consolidated financial statements are
free from material misstatement.

An audit involves performing procedures to
obtain audit evidence about the amounts and
disclosures in the consolidated financial
statements. The procedures selected depend on
the auditor’s judgment, including the assessment
of the risks of material misstatement in the
consolidated financial statements, whether due to
fraud or error. In making those risk assessments,
the auditor considers internal control relevant to
the entity’s preparation and fair presentation of
the consolidated financial statements in order to
design audit procedures that are appropriate in the
circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the
entity’s internal control. An audit also includes
evaluating the appropriateness of accounting
policies used and the reasonableness of accounting
estimates made by management, as well as
evaluating the overall presentation of the
consolidated financial statements.

We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our audit opinion.

Opinion
In our opinion, the consolidated financial
statements mentioned in the first paragraph of
this report present fairly, in all material respects,
the consolidated financial position of Grupo
Clarín S.A. as of December 31, 2015 and the
consolidated comprehensive income and
consolidated cash flows for the fiscal year then
ended, in accordance with International Financial
Reporting Standards.

Emphasis of Matter
Without qualifying our opinion, we draw
attention to Notes 8.1.b., 8.1.c., 9.2., 9.3., 8.1.a.
and 9.4.10 to the consolidated financial
statements, which describe the situations related
to: (i) matters associated with the acquisition of
Cablevisión S.A. and other companies and their
subsequent merge with Multicanal S.A. and other
companies; (ii) the change in the regulatory
framework of the Telecommunications Sector
resulting from the passing of the Digital
Argentina Act, which regulation is pending as of
the date of this report; (iii) the issuance of
Emergency Decree No. 267/15 which introduced
changes to the regulatory framework of the
Audiovisual Communication Services and
Telecommunications Sector, and through which
was created the ENACOM to act as authority to
enforce Laws 26,522 and 27,078 ;(iv) the
resolution issued by the regulator to determine the
monthly fee payable by the users of cable
television services, which final outcome cannot be
foreseen to the date of this report; and (v) the
enactment of Law No. 19307 in the Republic of
Uruguay regulating the main activities of Adesol
S.A., a Cablevisión S.A. subsidiary, which
regulation is pending as of the date of this report.

211

e) In accordance with the requirements of Article
21°, Subsection e), Chapter III, Section VI, Title
II of the regulations of the Argentine Securities
Commission, we report that the total fees for
audit services and related billed the Company in
the year ended December 31, 2015 represent:

e.1) 78% on the total fees for services invoiced to
the Company for all concepts in that year;
e.2) 12% on the total fees for audit and related
services invoiced to the Company, its parent
companies, subsidiaries and affiliates in that year;
e.3) 11% on the total fees for services invoiced to
the Company, its parent companies, subsidiaries
and affiliates for all concepts in that year.

f) We have applied the procedures on prevention
of asset laundering and terrorism funding set forth
in the relevant professional rules issued by the
Professional Council for Economic Sciences of the
Autonomous City of Buenos Aires.

Autonomous City of Buenos Aires,
March 9, 2016

Report on compliance with current regulations
In accordance with current regulations in respect
to Grupo Clarín S.A., we report that:

a) The consolidated financial statements of Grupo
Clarín S.A. have been transcribed to the
“Inventory and Balance Sheet” book and comply
with the Corporations Law and pertinent
resolutions of the Argentine Securities
Commission, as regards those matters within our
competence;

b) The parent company only financial statements
of Grupo Clarín S.A. arise from accounting
records kept in all formal respects in conformity
with legal provisions which maintain the security
and integrity conditions based on which they
were authorized by the Argentine Securities
Commission;

c) We have read the supplementary financial
information, on which, as regards those matters
that are within our competence, we have no
observations to make;

d) At December 31, 2015 the debt accrued in
favor of the (Argentine) Integrated Social Security
System according to the Company’s accounting
records and calculations amounted to
$2.836.612,52, none of which was claimable at
that date;

Price Waterhouse & Co. S.R.L.

by Teresita M. Amor (Partner)

212

PARENT
COMPANY ONLY
FINANCIAL
STATEMENTS

213

Parent Company only
Statement of
Comprehensive
Income

For the years ended
December 31, 2015 and 2014
In Argentine Pesos (Ps.)

Notes

December 31, 2015

December 31, 2014

Equity in Earnings from Affiliates and Subsidiaries

Management fees
Administrative Expenses (1)
Other Income and Expense, net

Financial Costs

Other Financial Results, net

Financial Results

Income before Income Tax and Tax on Assets

Income Tax and Tax on Assets

4.3

5.1

5.2

5.3

1,989,947,579

162,560,000

(198,684,409)

(24,054,643)

(87,424,976)

44,656,460

(42,768,516)

1,887,000,011

731,181,954

116,160,000

(152,344,041)

(16,446,377)

(785,000)

111,026,610

110,241,610

788,793,146

(2,070,642)

15,308,541

Net Income for the Year

1,884,929,369

804,101,687

Other Comprehensive Income

Variation in Translation Differences of Foreign Operations

Other Comprehensive Income for the year net of income tax

118,443,011

194,429,342

Comprehensive Income for the Year

2,003,372,380

998,531,029

(1) Includes depreciation of property, plant and equipment
and amortization of intangible assets in the amount of
Ps. 821.139 and Ps. 784.183 for the years ended December 31,
2015 and 2014, respectively.

The notes are an integral part of these parent company only
financial statements.

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

214

Parent Company only
Balance Sheet

As of December 31, 2015,
and 2014
In Argentine Pesos (Ps.)

Assets

Non-Current Assets

Property, Plant and Equipment

Intangible Assets

Deferred Tax Assets

Investments in unconsolidated affiliates

Other Receivables

Total Non-Current Assets

Current Assets

Other Receivables

Other Investments

Cash and Banks

Total Current Assets

Notes

December 31, 2015

December 31, 2014

4.1

4.2

4.3

4.4

4.5

4.6

1,258,776

107,333

31,599,563

7,613,659,094

30,000

7,646,654,766

154,514,369

19,848,419

12,193,114

186,555,902

1,421,956

197,602

30,528,358

5,294,496,135

30,000

5,326,674,051

119,952,371

60,603,314

5,755,391

186,311,076

Assets held for sale

4.12

152,378,791

Total Assets

7,833,210,668

5,665,363,918

Equity (as per the corresponding statement)

Shareholders’ Contributions

Other items

Retained Earnings

Total Equity

Liabilities

Non-Current Liabilities

Other Liabilities

Total Non-Current Liabilities

Current Liabilities

Debt

Taxes Payable

Other Liabilities

Trade Payables and Other

Total Current Liabilities

2,010,638,503

592,243,638

4,630,068,532

7,232,950,673

2,010,638,503

477,244,708

2,995,139,163

5,483,022,374

4.3

4.7

4.8

4.9

228,553,387

287,999,976

11,239,631

25,837,958

46,629,043

371,706,608

119,904,077

231,387

3,614,046

25,101,396

33,490,638

62,437,467

Total Liabilities

600,259,995

182,341,544

Total Equity and Liabilities

7,833,210,668

5,665,363,918

The notes are an integral part of these parent company only
financial statements.

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

215

Parent Company only
Statement of
Changes in Equity

For the years ended
December 31, 2015 and 2014
In Argentine Pesos (Ps.)

Balances as of January 1st, 2014

Set-up of reserves (Note 7.a)

Dividend Distribution (Note 7.a)

Changes in Reserves for Acquisition of Investments

Net Income for the Year

Other Comprehensive Income:

Variation in Translation Differences of Foreign Operations

Adjustment on

Additional

Capital Stock

Paid-in Capital

287,418,584

309,885,253

1,413,334,666

Balances as of December 31, 2014

287,418,584

309,885,253

1,413,334,666

Set-up of reserves (Note 7.a)

Dividend Distribution (Note 7.a)

Changes in Reserves for Acquisition of Investments

Net Income for the Year

Other Comprehensive Income:

Variation in Translation Differences of Foreign Operations

Balances as of December 31, 2015

287,418,584

309,885,253

1,413,334,666

(1) Broken down as follows: (i) Optional reserve for
future dividends of Ps. 300,000,000; (ii) Judicial reserve
for future dividend distribution of Ps. 387,028,756,
(iii) Optional reserve for illiquidity of results of
Ps. 694,371,899 and (iv) Optional reserve to provide
financial aid to subsidiaries and in connection with the
Audiovisual Communication Services Law of
Ps. 1,244,277,741.

The notes are an integral part of these parent company
only financial statements.

(

216

Shareholders’

Contributions

Translation of

Subtotal

Foreign Operations

Other Reserves

Legal Reserve

(1) Optional
reserves

Retained Earnings

Total Equity

Other items

Retained Earnings

2,010,638,503

283,025,052

5,207,274

2,010,638,503

194,429,342

477,454,394

118,443,011

(5,416,960)

112,710,297

6,750,470

1,838,495,623

233,081,086

479,831,556

(239,831,556)

(240,000,000)

804,101,687

(209,686)

119,460,767

2,071,576,709

804,101,687

(3,444,081)

554,101,687

(554,101,687)

(250,000,000)

1,884,929,369

4,729,908,305

(240,000,000)

(5,416,960)

804,101,687

194,429,342

5,483,022,374

(250,000,000)

(3,444,081)

1,884,929,369

118,443,011

2,010,638,503

595,897,405

(3,653,767)

119,460,767

2,625,678,396

1,884,929,369

7,232,950,673

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

217

Parent Company only
Statements
of Cash Flows

For the years ended
December 31, 2015 and 2014
In Argentine Pesos (Ps.)

Cash provided by Operating Activities

Net Income for the Year

Income Tax and Tax on Assets

Accrued Interest, net

Adjustments to reconcile net income for the year

to cash used in operating activities:

- Depreciation of Property, Plant and Equipment and

Amortization of Intangible Assets

- Financial Income, except interest

- Equity in Earnings from Affiliates and Subsidiaries

Changes in Assets and Liabilities:

- Other Receivables

- Trade Payables and Other

- Taxes Payable

- Other Liabilities

Income Tax and Tax on Assets Payments

December 31, 2015

December 31, 2014

1,884,929,369

804,101,687

2,070,642

1,687,928

(15,308,541)

(2,834,839)

821,139

36,783,713

(1,989,947,579)

(46,675,753)

12,421,986

11,536,970

736,562

(2,414,702)

784,183

(113,491,817)

(731,181,954)

(47,742,299)

(3,603,586)

(1,618,518)

7,186,396

(1,249,492)

Net Cash Flows used in Operating Activities

(88,049,725)

(104,958,780)

Cash provided by Investment Activities

Dividends collected

Capital contributions in subsidiaries

Acquisition of Property, Plant and Equipment, net

Acquisition of Intangible Assets

Loans and interest collected

Loans granted

Transactions with Securities, Bonds and

Other Financial Instruments, Net

Collection of Certificates of Deposit

Net Cash Flows provided by Investment Activities

343,407,498

(288,595,850)

(567,690)

24,290,152

(22,300,000)

32,201,214

31,610,543

120,045,867

592,098,242

(479,985,500)

(923,693)

(52,976)

9,200,646

(14,200,000)

74,375,208

180,511,927

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

218

Cash provided by Financing Activities

Loans

Payment of Debts

Payment of Interest

Payment of Dividends

Net Cash Flows used in Financing Activities

Financing Results generated

by Cash and Cash Equivalents

Net decrease in cash flow

December 31, 2015

December 31, 2014

208,075,000

(7,500,000)

(231,387)

(250,000,000)

(49,656,387)

30,815,000

(240,000,000)

(209,185,000)

14,725,546

(2,934,699)

11,354,146

(122,277,707)

Cash and Cash Equivalents at the Beginning of the Year

(Note 2.14)

34,976,232

157,253,939

Cash and Cash Equivalents at Year-end (Note 2.14)

32,041,533

34,976,232

The notes are an integral part of these parent company
only financial statements.

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

219

Note 1

General Information
Grupo Clarín is a holding company that operates
in the Media industry. Its operating income and
cash flows derive from the operations of its
subsidiaries in which it participates directly or
indirectly.

The operations of its subsidiaries include cable
television and Internet access services, newspaper
and other printing, publishing and advertising
activities, broadcast television, radio operations
and television content production, on-line and
new media services, and other media related
activities. A substantial portion of its revenues is
generated in Argentina.

Note 2

Basis for the Preparation and Presentation of the

Parent Company only Financial Statements

2.1 Basis for the preparation
Pursuant to General Resolution No. 562 issued
on December 29, 2009, entitled “Adoption of
International Financial Reporting Standards”
and General Resolution No. 576/10, the CNV
provided for the application of Technical
Resolutions No. 26 (TR 26) and 29 issued by
the Argentine Federation of Professional
Councils of Economic Sciences (FACPCE, for
its Spanish acronym). Since the Company is
subject to the public offering regime governed
by Law No. 26,831, it is required to apply such
standards as from the year beginning January
1st, 2012. The FACPCE issues Adoption
Communications for the enforcement of IASB
resolutions in Argentina.

TR 26 provides that parent company only
financial statements must be prepared under
IFRS approved to date in Argentina by the
“FACPCE”, except for the valuation of
investments in subsidiaries, which are valued
under the equity method.

In preparing these parent company only
financial statements for the year ended
December 31, 2015, presented on a
comparative basis, the Company has followed

the guidelines provided by TR 26, and,
therefore, these financial statements have been
prepared in accordance with IFRS, except for
the above-mentioned valuation of investments
in subsidiaries. Certain additional matters were
included as required by the Argentine Business
Associations Law and/or CNV regulations,
including the supplementary information
provided under the last paragraph of Section 1,
Chapter III, Title IV of General Resolution No.
622/13. That information is included in the
Notes to these parent company only financial
statements, as provided under IFRS and CNV
rules.

The interim condensed parent company only
financial statements have been prepared based
on historical cost, except for the measurement at
fair value of certain non-current assets and
financial instruments. In general, the historical
cost is based on the fair value of the
consideration granted in exchange for the assets.

The attached information, approved by the
Board of Directors at the meeting held on
March 9, 2016, is presented in Argentine Pesos
(Ps.), the Argentine legal tender, and arises from
accounting records kept by Grupo Clarín S.A.

2.2 Standards and Interpretations issued but not

adopted to date
The Company has not adopted IFRS or
revisions of IFRS issued as per the detail below,
since their application is not required for the
year ended December 31, 2015:

- IFRS 15 "Revenue from contracts with
customers": issued in May 2014 and applicable
to fiscal years beginning on or after January 1,

Notes to the Parent
Company only
Financial
Statements

For the year ended
December 31, 2015
Presented on a comparative basis
In Argentine Pesos (Ps.) -

220

2017. This standard specifies how and when
revenue will be recognized, as well as the
additional information to be disclosed by the
Company in the financial statements. It
provides a single, principles based five-step
model to be applied to all contracts with
customers.

As of the date of these financial statements, the
Company cannot estimate its quantitative
impact because it is analyzing the corresponding
accounting effects.

2.3. Standards and Interpretations issued and

2.4 Equity Interests
The Company records the interest in its
subsidiaries and associates using the equity
method, as established by TR 26.

A subsidiary is an entity over which the
Company exercises control. Control is presumed
to exist when the Company has a right to
variable returns from its interest in a subsidiary
and has the ability to affect those returns
through its power over the subsidiary. This
power is presumed to exist when evidenced by
the votes, be it that the Company has the
majority of voting rights or potential rights
currently exercised.

An associate is an entity over which the
Company has significant influence, without
exerting control, generally accompanied by
equity holdings of between 20% and 50% of
voting rights.

The subsidiaries’ and associates’ net income and
the assets and liabilities are disclosed in the

financial statements using the equity method,
except when the investment is classified as held
for sale, in which case it is accounted for under
IFRS 5 “Non-Current Assets Held for Sale and
Discontinued Operations”. Under the equity
method, the investment in a subsidiary or
associate is to be initially recorded at cost and
the book value will be increased or decreased to
recognize the investor’s share in the
comprehensive income for the year or in other
comprehensive income obtained by the
subsidiary or associate, after the acquisition
date. The distributions received from the
subsidiary or associate will reduce the book
value of the investment.

The losses incurred by an associate in excess of
the Company’s interest in such company are
recognized to the extent the Company has
undertaken any legal or implicit obligation or
has made payments on behalf of the associate.
Any excess of the acquisition cost over the
Company’s share in the net fair value of the
subsidiary’s or associate’s identifiable assets,
liabilities and contingent liabilities measured at
the acquisition date is recognized as goodwill.
Goodwill is included in the book value of the
investment and tested for impairment as part of
the investment. Any excess of the Company’s
share in the net fair value of the identifiable
assets, liabilities and contingent liabilities over
the acquisition cost, after its measurement at
fair value, is immediately recognized in the
statement of income.

Unrealized gains or losses on transactions
between the Company and its subsidiaries and
the associates are eliminated considering the
Company’s interest in those companies.

Adjustments were made, where necessary, to the
subsidiaries’ and associates’ financial statements
so that their accounting policies are in line with
those used by the Company.

2.4.1 Changes in the Company’s Interests in Existing

Subsidiaries
The changes in the Company’s interests in
subsidiaries that do not generate a loss of
control are recorded under equity. The book
value of the Company’s interests is adjusted to
reflect the changes in the relative interest in the
subsidiary. Any difference between the amount
for which an additional investment is recorded

221

and the fair value of the consideration paid or
received is directly recognized in equity.

In case of loss of control and significant
influence, any residual interest in the issuing
company is measured at its fair value at such
date, allocating the change in the recorded value
with an impact on net income. The fair value is
the initial amount recognized for such
investments for the purposes of its subsequent
valuation for the interest retained as associate,
joint operation or financial instrument.
Additionally any amount previously recognized
in Other Comprehensive Income regarding such
investments is recognized as if the Company
had disposed of the related assets and liabilities.
Consequently, the amounts previously
recognized in Other Comprehensive Income
may be reclassified to net income.

In the case of business combinations achieved
in stages, the Company’s equity interest
in the company acquired is remeasured at
fair value at the acquisition date (i.e., the date
on which the Company acquired control)
and the resulting gain or loss, if any, is
recognized as income/expense or in other
comprehensive income, depending on the
origin of the variation. In the periods preceding
the reporting periods, the Company may
have recognized in other comprehensive
income the changes in the value of the interest
in the capital stock of the acquired company.
In that case, the amount recognized in other
comprehensive income is recognized on
the same basis that would have been required
if the Company had directly disposed of the
previously-held equity interest.

The identifiable assets, liabilities and
contingent liabilities of the acquired company
that meet the conditions for recognition under
IFRS 3 (2008) are recognized at fair value at
the acquisition date, except for certain particular
cases provided by such standard.

Any excess of the acquisition cost (including
the interest previously held, if any, and the
non-controlling interest) over the Company's
share in the net fair value of the subsidiary’s or
associate’s identifiable assets, liabilities and
contingent liabilities measured at the acquisition
date is recognized as goodwill. Any excess
of the Company’s share in the net fair value of
the identifiable assets, liabilities and contingent
liabilities over the acquisition cost, after its
measurement at fair value, is immediately
recognized in net income.

The acquisition cost comprises the
consideration transferred and the acquisition-
date fair value of the acquirer's previously-held
equity interest in the acquiree, if any.

2.6 Goodwill
Goodwill arises from the acquisition of
subsidiaries and associates and refers to the
excess of the sum of the consideration
transferred, the fair value of the acquirer’s
previously-held equity interest (if any) in
the acquiree over the interest acquired in the
net amount of the fair value at the date of
acquisition of the identifiable assets acquired
and liabilities assumed.

222

If, upon measurement at fair value, the
Company's share in the fair value of
net identifiable assets of the acquired company
exceeds the amount of the consideration
transferred, the amount of any non-controlling
interest in such company and the fair value
of the acquirer's previous equity interest in the
acquiree (if any), such excess is immediately
recognized in the statement of comprehensive
income as a gain arising from a very profitable
acquisition.

Goodwill is not amortized, but tested for
impairment on an annual basis. For the
purposes of impairment testing, goodwill is
allocated to each of the Company's cash-
generating units expected to render benefits
from the synergies of the respective
business combination. Those cash-generating
units to which goodwill is allocated are
tested for impairment on an annual basis, or
more frequently, when there is any indication
of impairment. If the recoverable value of
the cash-generating unit, i.e. the higher of the
value in use or the fair value net of selling
expenses, is lower than the value of the net
assets allocated to that unit, including goodwill,
the impairment loss is first allocated to reduce
the goodwill allocated to the unit and then
to the other assets of the unit, on a pro rata
basis, based on the valuation of each asset
in the unit. The impairment loss recognized
against the valuation of goodwill is not
reversed under any circumstance.

In case of a loss of control in the subsidiary,
the amount attributable to goodwill is included
in the calculation of the corresponding gain
or loss.

2.7 Revenue recognition
Management fees are recognized when such
services are rendered at the fair value of
the consideration received or to be received.

2.8 Foreign Currency and Functional Currency
The financial statements of each of the
Company’s subsidiaries or associates are
prepared in the currency of the primary
economic environment in which the entity
operates (its functional currency). For the
purposes of the Company’s parent company
only financial statements, the net income and

the financial position of each entity are stated
in Argentine Pesos (Argentina’s legal tender
for all companies domiciled in Argentina),
which is the Company’s functional currency.

In preparing the financial statements of the
individual entities, the transactions in
currencies other than the entity’s functional
currency (foreign currency) are recorded at the
exchange rates prevailing on the dates on
which transactions are carried out. At the end
of each reporting year, the monetary items
denominated in foreign currency are
retranslated at the exchange rates prevailing on
such date.

Exchange differences are charged to net
income as incurred.

In preparing the Company’s parent company
only financial statements, in order to measure,
under the equity method, the Company’s
interest in the entities which functional
currencies is different from the Argentine Peso,
the assets and liabilities of such companies
are translated to Argentine pesos at the exchange
rate prevailing at the end of the year, while
the net income is translated at the exchange
rate prevailing on the transaction date.
Translation differences are recognized in other
comprehensive income as “Variation in
Translation Differences of Foreign Operations”.

2.9 Taxes
The income tax charge reflects the sum of
current income tax and deferred income tax.

2.9.1 Current and Deferred Income Tax for the year
Current and deferred taxes are recognized
as expense or income for the year, except when
they are related to entries debited or credited
to other comprehensive income or directly
to equity, in which cases taxes are also
recognized in other comprehensive income or
directly in equity, respectively. In the case of a
business combination, the tax effect is taken
into consideration in the calculation of
goodwill or in the determination of the excess
of acquirer's interest in the net fair value
of the acquiree’s identifiable assets, liabilities
and contingent liabilities over the cost of
the business combination.

223

2.9.2 Current Income Tax
Current tax payable is based on the taxable
income recorded during the year. Taxable
income and net income reported in the parent
company only statement of comprehensive
income differ due to revenue or expense items
that are taxable or deductible in other fiscal
years and items that are never taxable or
deductible. The current tax liability is calculated
using the tax rate in effect as of the date of these
parent company only financial statements.

2.9.3 Deferred Income Tax
Deferred tax is recognized on temporary
differences between the book value of the assets
and liabilities included in these financial
statements and the corresponding tax basis used
to determine taxable income. Deferred tax
liabilities are generally recognized for all
temporary fiscal differences. Deferred tax assets
are recognized for all deductible temporary
differences to the extent that it is likely that
future taxable income will be available against
which those deductible temporary differences
can be charged. These assets and liabilities are
not recognized if the temporary differences arise
from goodwill or from the initial recognition
(other than in a business combination) of other
assets and liabilities in a transaction that affects
neither the taxable income nor the accounting
income.

Deferred tax assets and liabilities are measured
at the tax rates that are expected to be applicable
in the year in which the asset is realized or the
liability is settled, based on the tax rates (and tax
laws) that have been enacted or substantively
enacted by the end of the period. The
measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow
from the manner in which the entity expects, at
the end of the reporting year, to recover or settle
the book value of its assets and liabilities.

recognized in those items; and if the deferred
tax assets and liabilities arise from income taxes
levied by the same tax authority and the
Company intends to settle its assets and
liabilities on a net basis.

Under the IFRS, deferred income tax assets and
liabilities are classified as non-current assets and
liabilities, respectively.

2.9.4 Tax on Assets
In Argentina, the tax on assets (impuesto a la
ganancia mínima presunta) is supplementary to
income tax. The Company assesses this tax at
the effective rate of 1% on the taxable assets at
year-end. The Company’s tax liability for each
year will be equal to the higher of the tax on
assets assessment or the income tax liability
assessed at the legally effective rate on the
estimated taxable income for the year. However,
if the tax on assets exceeds the income tax
liability in any given fiscal year, the excess may
be creditable against any excess of income tax
liability over the tax on assets in any of the
following ten fiscal years.

The tax on assets balance has been capitalized in
the parent company only financial statements,
net of a valuation allowance, based on the
Company’s current business plans.

2.10 Property, Plant and Equipment and Intangible

Assets
Property, plant and equipment held for use in
the supply of services, or for administrative
purposes, are recorded at cost less accumulated
depreciation and any accumulated impairment
loss.

Depreciation of property, plant and equipment
is recognized on a straight-line basis over its
estimated useful life.

The estimated useful life, residual value and
depreciation method are reviewed at each year-
end, with the effect of any changes in estimates
accounted for on a prospective basis.

Repair and maintenance expenses are expensed
as incurred.

Deferred tax assets are offset against deferred tax
liabilities if effective regulations allow to offset,
before the tax authorities, the amounts

The gain or loss arising from the retirement or
disposal of an item of property, plant and
equipment is calculated as the difference

224

between income from the sale of the asset and
the asset’s book value, and recognized under
“Other Income and Expense, net” in the parent
company only statement of comprehensive
income.

The residual value of an asset is written down to
its recoverable value, if the asset’s residual value
exceeds its estimated recoverable value (see Note
2.11).

Intangible assets comprise software and are
valued at cost, net of the corresponding
accumulated amortization and impairment
losses. Amortization is calculated on a straight
line basis over the estimated useful life of the
intangible assets. The Company reviews the
useful lives applied, the residual value and the
amortization method at each year-end, and
accounts the effect of any changes in estimates
on a prospective basis.

2.11 Impairment of Non-Financial Assets, Except

Goodwill
At the end of each financial statement, the
Company reviews the book value of its non-
financial assets with definite useful life to
determine the existence of any evidence
indicating that these assets could be impaired. If
there is any indication of impairment, the
recoverable value of these assets is estimated for
the purposes of determining the amount of the
impairment loss (in case the recoverable value is
lower than the book value). Where it is not
possible to estimate the recoverable value of an
individual asset, the Company estimates the
recoverable value of the cash-generating unit
("CGU") to which such asset belongs. Where a
consistent and reasonable allocation base can be
identified, corporate assets are also allocated to
an individual cash-generating unit or, otherwise,
to the smallest group of cash-generating units
for which a consistent allocation base can be
identified.

Assets with an indefinite useful life (for
example, non-financial assets unavailable for
use) are not amortized, but are tested for
impairment on an annual basis.

During this year, no impairment losses have
been recorded for these assets.

2.12 Financial Instruments

2.12.1 Financial Assets
Purchases and sales of financial assets are
recognized at the transaction date when the
Company undertakes to purchase or sell the
asset, and is initially measured at fair value, plus
transaction costs, except for those financial
assets classified at fair value with changes in the
statement of income, which are initially
measured at fair value.

2.12.1.1 Classification of Financial Assets
Financial assets are classified within the
following specific categories: “financial assets at
fair value with changes in net income”, “held-
to-maturity investments” and “loans and
receivables”. The classification depends on the
nature and purpose of the financial assets and is
determined on initial recognition.

2.12.1.2 Recognition and Measurement of

Financial Assets

2.12.1.2.1 Financial Assets at Fair Value with

Changes in Net Income
Financial assets at fair value with changes in
net income are recorded at fair value,
recognizing any gain or loss arising from the
measurement in the parent company only
statement of comprehensive income. The net
gain or loss recognized in net income includes
any gain or loss generated by the financial
asset and is included under the item financial
income and cost in the parent company only
statement of comprehensive income.

The assets designated in this category are
classified as current assets if they are expected
to be traded within 12 months; otherwise,
they are classified as non-current assets.

The fair value of these assets is calculated based
on the current quoted market price of these
securities.

2.12.1.2.2 Held-to-maturity Investments
Held-to-maturity investments are measured at

225

amortized cost using the effective interest rate
method less any impairment, if any.

The effective interest rate method calculates
the amortized cost of a financial asset or liability
and the allocation of financial income or
cost over the whole corresponding period. The
effective interest rate is the rate that exactly
discounts estimated future cash payments
or receipts over the expected life of the
financial instrument to the net book value of
the financial asset or liability on its initial
recognition.

Balances in foreign currency were translated
at the exchange rate prevailing at the closing of
year for the settlement of these transactions.
Foreign exchange differences were charged to
net income for each year.

2.12.1.2.3 Loans and Receivables
Loans and trade receivables with fixed or
determinable payments not traded in an active
market are classified as “trade receivables
and other”. Trade receivables and other are
initially measured at fair value, and
subsequently measured at amortized cost
using the effective interest rate method,
less any impairment, if any. Interest income is
recognized using the effective interest rate
method, except for short-term balances for
which the recognition of interest is not
significant.

Loans and receivables are classified as current
assets, except for the maturities exceeding 12
months from the closing date.

Loans in foreign currency have been valued as
mentioned above, at the exchange rates prevailing
as of each year-end. Foreign exchange differences
were charged to net income for each year.

2.12.1.3 Impairment of Financial Assets
The Company tests financial assets or a group
of assets for impairment at each closing date to
assess if there is any objective evidence of
impairment. The value of a financial asset or a
group of assets is impaired, and an impairment
loss is recognized, where there is objective
evidence of the impairment as a result of one or
more events that occurred after the initial
recognition of the asset (a “loss event”) and that

loss event or events have an impact on the
estimated future cash flows of the financial asset
or a group of assets, which may be reliably
measured.

The Company tests for impairment financial
assets disclosed under Other Receivables on a
case by case basis.

If, in subsequent periods, the impairment loss
amount decreases and such decrease can be
objectively related to an event occurring after
the impairment has been recognized (such as an
improvement in the debtor’s credit rating), the
previously recognized impairment loss is
reversed. A loss reversal can only be recorded to
the extent the financial asset’s book value does
not exceed the amortized cost that would have
been determined if the impairment loss had not
been recorded at the reversal date. The reversal
amount is recognized in net income for the year.

2.12.1.4 Derecognition of Financial Assets
The Company derecognizes a financial asset
when the contractual rights to the cash flows of
such assets expire or when it transfers the
financial asset and, therefore, all the risks and
benefits inherent to the ownership of the
financial asset are transferred to another entity.
If the Company retains substantially all the risks
and benefits inherent to the ownership of the
transferred asset, it will continue to recognize it
and will recognize a liability for the amounts
received.

226

2.12.2 Financial Liabilities
Financial liabilities are valued at amortized cost
using the effective interest rate method.

2.12.2.1 Debts
Debt is initially valued at fair value net of the
transaction costs incurred, and subsequently
valued at amortized cost using the effective
interest rate method. Any difference between
the initial value net of the transaction costs and
the settlement value is recognized in the income
statement over the term of the loan using the
effective interest rate method. Interest expense
has been charged to the parent company only
statement of comprehensive income under
“Financial Costs”.

2.12.2.2 Trade Payables and Other
Trade payables with fixed or determinable
payments not traded in an active market are
classified as “Trade Payables and Other”. Trade
Payables and Other are initially measured at fair
value, and subsequently measured at amortized
cost using the effective interest rate method.
Interest expense is recognized using the effective
interest rate method, except for short-term
balances for which the recognition of interest is
not significant.

Trade Payables and Other are classified as
current, except for the maturities exceeding 12
months from the closing date.

Cash and Banks
Short-Term Investments

Cash and Cash Equivalents

In the years ended December 31, 2015 and
2014, the following significant transactions were
carried out, which did not have an impact on
cash and cash equivalents:

Trade payables in foreign currency have been
valued as mentioned above, at the exchange
rates prevailing as of each year end. Foreign
exchange differences were charged to net
income for each year.

2.12.2.3 Derecognition of Financial Liabilities
An entity shall derecognize a financial liability
(or part of it) when, and only when, it has been
extinguished, i.e., when the obligation specified
in the corresponding agreement is discharged,
cancelled or expires.

2.13 Other Liabilities
The other liabilities have been valued at
nominal value.

2.14 Parent Company Only Statement of Cash Flows
For the purposes of preparing the parent
company only statement of cash flows, the item
“Cash and Cash Equivalents” includes cash and
bank balances, high liquidity short-term
investments (with original maturities shorter
than 90 days), and bank overdrafts payable on
demand, if any, are deducted to the extent they
are part of the Company’s cash management.

Bank overdrafts are classified as “Debt” in the
parent company only balance sheet.

Cash and cash equivalents at each year-end, as
disclosed in the parent company only statement
of cash flows, may be reconciled against the
items related to the parent company only
balance sheet as follows:

December 31, 2015

December 31, 2014

12,193,114
19,848,419

32,041,533

5,755,391
29,220,841

34,976,232

Dividends collected through debt settlement

Capital contributions in subsidiaries through debt settlement

8,000,000

31,600,000

December 31, 2015

December 31, 2014

227

2.15 Distribution of Dividends
The distribution of dividends to the Company’s
shareholders is recognized as a liability in the
financial statements for the year in which the
distribution of dividends is approved by the
Shareholders.

2.16 Assets held for sale
Non-current assets (or disposal groups) are
classified as assets held for sale where their value
will be mostly recovered through their sale, to
the extent such sale is highly likely to occur.

An entity shall cease to classify assets and
liabilities held for sale as such when the
conditions required under IFRS 5 are not met.

Pursuant to IFRS 5, if the Company ceases to
classify a component as held for sale, the results
of that component that were previously
presented under discontinued operations must
be reclassified and included under income from
continuing operations for all periods presented.
The Company will not reclassify or present
amounts that have already been presented of
non-current assets or assets and liabilities of
disposal groups of elements which have been
classified as held for sale in previous years, in
order to reflect the same classification as that
disclosed in the balance sheet of the last
financial statements.

Note 3

Accounting Estimates and Judgments
In applying the accounting policies described in
Note 2, the Company has to make judgments
and prepare accounting estimates of the value of
the assets and liabilities that may not be
otherwise obtained. The estimates and related
assumptions are based on historical experience
and other pertinent factors. Actual results may
differ from these estimates.

The underlying estimates and assumptions are
continually reviewed. The effects of the reviews
of accounting estimates are recognized for the
year in which estimates are reviewed.

These estimates basically refer to:

Impairment of Goodwill
The Company assesses goodwill for impairment

on an annual basis. In determining if there is
impairment of goodwill, the Company
calculates the value in use of the cash generating
units to which it has been allocated. The
calculation of the value in use requires the
determination by the entity of the future cash
flows that should arise from the cash generating
units and an appropriate discount rate to
calculate the present value.

During this year, no impairment losses have
been recorded for goodwill.

Recognition and Measurement of Deferred Tax
Items
As disclosed in Note 2.9, deferred tax assets are
only recognized for temporary differences to the
extent that it is likely that the entity will have
enough future taxable income against which the
deferred tax assets can be used. Tax loss
carryforwards from prior years are only
recognized when it is likely that the entity will
have enough future taxable income against
which they can be used.

Determination of the Useful Lives of Property,
Plant and Equipment
The Company reviews the reasonableness of the
estimated useful life of property, plant and
equipment at each year-end.

228

Note 4

Breakdown of the Main Items of the Parent Company only Balance Sheet

4.1 Property, Plant and Equipment

Balance at

Historical value

Balances as of

December 31,

Main Account

the Beginning

Additions

Retirements

2015

Furniture and Fixtures

Audio and Video Equipment

Telecommunication Equipment

Computer Equipment

Total as of December 31, 2015

443,518

122,179

218,091

6,431,490

7,215,278

131,279

30,883

66,245

339,283

567,690

574,797

153,062

284,336

6,770,773

7,782,968

Useful Life

Balance

at the

Depreciation

Balances

Net Book

as of

Value as of

December

Main Account

(in years)

Beginning

Retirements

For the year

31, 2015

Furniture and Fixtures

Audio and Video Equipment

Telecommunication

Equipment

Computer Equipment

Total as of 12.31.2015

270,308

114,692

137,894

5,270,428

5,793,322

45,454

5,555

30,041

649,820

730,870

315,762

120,247

259,035

32,815

167,935

5,920,248

6,524,192

116,401

850,525

1,258,776

229

Balance at

Historical value

Balances as of

December 31,

Main Account

the Beginning

Additions

Retirements

2014

Furniture and Fixtures

Audio and Video Equipment

Telecommunication Equipment

Computer Equipment

Total as of December 31, 2014

443,518

122,179

193,123

5,532,765

6,291,585

24,968

898,725

923,693

443,518

122,179

218,091

6,431,490

7,215,278

Useful Life

Balance

at the

Depreciation

Balances

Net Book

as of

Value as of

December

Main Account

(in years)

Beginning

Retirements

For the year

31, 2014

Furniture and Fixtures

Audio and Video Equipment

Telecommunication

Equipment

Computer Equipment

Total as of 12.31.2014

229,073

105,978

105,160

4,681,163

5,121,374

41,235

8,714

32,734

589,265

671,948

270,308

114,692

173,210

7,487

137,894

5,270,428

5,793,322

80,197

1,161,062

1,421,956

230

4.2 Intangible Assets

Historical value

Balance at

Balances as of

December 31,

Main Account

the Beginning

Additions

Retirements

2015

Software

Total as of 12.31.2015

406,468

Amortization

Period

Balance

at the

Amortization

Balances

Net Book

as of

Value as of

December

Main Account

(in years)

Beginning

Retirements

For the year

31, 2015

Software

Total as of 12.31.2015

208,866

90,269

299,135

107,333

Balance at

Historical value

Balances as of

December 31,

Main Account

the Beginning

Additions

Retirements

2014

Software

Total as of 12.31.2014

353,492

52,976

406,468

Amortization

Period

Balance

at the

Amortization

Balances

Net Book

as of

Value as of

December

Main Account

(in years)

Beginning

Retirements

For the year

31, 2014

Software

Total as of 12.31.2014

96,631

112,235

208,866

197,602

231

4.3. Investment in Unconsolidated Affiliates

Class

Nominal Value

Quantity

Value recorded

as of
12.31.2015 (1)

Non-Current Investments
SHOSA (3)
Goodwill
Vistone (3)
VLG (3)
Goodwill
CVB (3)
CLC (3)
Pem S.A.

AGEA

AGR

CIMECO

Goodwill

CMI

ARTEAR
IESA (4)
Radio Mitre

GC Services

GCGC

CMD

GC Minor

Total

Common

Ps. 1.00

123,341,081

2,096,242,048

495,735,087

Ps. 1.00

322,528,386

1,812,180,848

Ps. 1.00

63,298,286

19,188,422

511,279,126

3,454,128

37,412,958

53,186,347

52,812,454

63,555,121

29,890,979

83,095,647

19,598,808

389,870,737

100,503,301

417,745,017

104,185,145

981,593,719

12,267,500

47,749,185

58,837,707

314,895

671,142,681

178,927,125

87,636,324

29,610,115

30,848,312

63,576,405

34,692,941

7,613,659,094

228,553,387

Other Non-Current Liabilities

GCSA Investments

Total

(1) In certain cases, the equity value does not correspond to the related
shareholders’ equity due to: (i) the adjustment of the equity value to
the Company’s accounting policies, as required by professional accounting
standards, (ii) the elimination of goodwill generated by transactions
between companies under the Company’s common control, (iii) the
existence of irrevocable contributions, and (iv) adjustments to fair market
value of net assets for acquisitions made by the Company.
(2) Interest in votes amounts to 98.8%.
(3) Companies through which an interest is held in Cablevisión S.A.
(4) See Note 4.12.

232

Value recorded

as of

Information about the issuer - Latest financial statements

12.31.2014 (1) Main business activity

Date

Capital Stock

Net Income

Equity

Interest (%)

1,367,165,063

Investing and financing

12.31.2015

127,153,997

751.985.015

2.586.218.637

97,00%

495,735,087

1,289,942,653

Investing and financing

268,951,367

Investing and financing

100,503,301

295,897,131

Investing and financing

80,864,561

Investing and financing

Investing

739,781,268

Publishing and Printing

2,931,914

Printing

41,598,029

Investing and financing

58,837,707

262,999

Advertising

383,794,121

Broadcasting Services

Investing and financing

55,150,490

Broadcasting Services

19,348,196

Investing and financing

21,594,262

Services

47,520,493

Investing and services

24,617,491

Investing and financing

5,294,496,135

12.31.2015

339,365,203

528.292.708

3,187,786,990

1.218.775.002

1.837.489.548

4.312.088.966

12.31.2015

66,628,353

19,189,422

13,558,511

527,399,151

162,065,295

180,479,453

12,000

54,859,553

55,012,857

65,413,136

19,075,942

30,291,285

99,027,801

21,957,879

128.049.358

29.441.043

20.260.912

21.740.261

(45.317.484)

41.000.604

6.354.658

537.837.686

75.713.230

21.858.529

10.261.919

9.479.687

(7.815.001)

10.914.388

422.077.061

100.731.106

51.272.262

1.016.338.398

142.139.275

365.570.161

38.558.583

746.539.308

236.810.943

92.571.412

29.610.115

31.261.438

141.805.042

40.623.625

95,00%

11,00%

95,00%

99,90%

0,00%

96,94%

2,13%

20,70%

0,80%
(2) 97,00%
96,00%

96,50%

100%

98,70%

83,91%

89,30%

119,904,077

Investing and financing

12.31.2015

306

(110,588,208)

(237,352,867)

100%

119,904,077

233

Equity in Earnings from Affiliates and Subsidiaries

December 31, 2015

December 31, 2014

SHOSA

Vistone

VLG

CVB

CLC

AGEA

CIMECO

GCSA Investments

ARTEAR

IESA

Radio Mitre

GCGC

CMD

GC Services

Other

4.4 Other Receivables

Non-Current

Guarantee Deposits

Tax on assets

Valuation Allowance for Tax on Assets

Current

Related Parties (Note 8)

Tax Credits

Advances

Dividend Receivable (Note 8)

Judicial Liens

Other

711,870,001

501,336,206

131,311,402

121,612,468

28,894,577

(22,528,937)

8,680,083

(108,649,310)

500,638,600

73,204,432

20,685,835

9,254,050

(3,562,368)

10,261,919

6,938,621

1,989,947,579

359,778,823

254,053,806

65,091,555

61,764,281

14,804,885

(218,749,418)

4,314,864

(54,715,782)

191,441,816

32,156,370

18,766,687

(1,863,944)

(2,852,683)

4,503,022

2,687,672

731,181,954

December 31, 2015

December 31, 2014

30,000

33,849,411

(33,849,411)

30,000

150,911,085

2,430,910

758,609

11,311

272,600

129,854

154,514,369

30,000

31,303,410

(31,303,410)

30,000

114,541,873

4,175,721

1,082,527

11,311

140,939

119,952,371

On October 1, 2015, the Company executed a
loan agreement for consideration with a related
company for USD 2 million, at an annual rate
of 9.375%, due in April 2016. On December 3,

2015, the related company prepaid in full
principal and interest on the loan agreement for
consideration.

4.5 Other Investments

Financial Instruments

Money Market

Mutual Funds

December 31, 2015

December 31, 2014

19,848,419

-
19,848,419

31,382,473

20,090,769

9,130,072
60,603,314

234

4.6 Cash and Banks

Cash and Imprest Funds

Cash at Banks

4.7 Debt

Current

Related Parties (Note 8)

The following table details the changes in loans and
indebtedness for the years ended December 31, 2015
and 2014:

Balances as of January 1st

New Loans and Indebtedness

Accrued Interest

Exchange Differences

Settlement of principal and interest

Balances as of December 31

4.8 Taxes Payable

Current

Taxes Payable on a National Level

Taxes Payable on a Provincial Level

4.9 Trade Payables and Other

Current

Suppliers and Trade Provisions

Related Parties (Note 8)

Employer’s Contributions

December 31, 2015

December 31, 2014

420,050

11,773,064

12,193,114

282,380

5,473,011

5,755,391

December 31, 2015

December 31, 2014

287,999,976

231,387

2015

2014

231,387

208,075,000

6,077,468

81,347,508

(7,731,387)

287,999,976

691,884

30,815,000

785,000

(32,060,497)

231,387

December 31, 2015

December 31, 2014

10,619,121

620,510

11,239,631

3,614,046

December 31, 2015

December 31, 2014

13,470,749

2,178,648

30,979,646

46,629,043

8,301,127

1,767,399

23,422,112

33,490,638

235

4.10 Assets and Liabilities in Foreign Currency

December 31, 2015

December 31, 2014

Type and

Amount of

Foreign

Prevailing

Currency

Exchange Rate

Amount in

Local

Currency

Type and

Amount of

Foreign

Currency

USD

1,090

USD 1,533,881

USD

101,142

12.940

14,105

USD

395

19,848,419

USD 6,090,787

1,308,774

USD

79,743

USD 22,065,151

13.040

21,171,298

287,729,565

Amount in

Local

Currency

3,338

51,473,242

673,882

52,150,462

Items

Assets

Current Assets

Other Receivables

Other Investments

Cash and Banks

Total Current Assets

Total Assets

Liabilities

Current Liabilities

Debt

Total Current Liabilities

Total Liabilities

USD - US Dollars

4.11 Changes in Allowances

Balance at

Balances as of

December 31,

Items

the Beginning

Increases

Decreases

2015

2014

Deducted from Assets

Valuation Allowance for

Net Deferred Tax Assets

Valuation Allowance

for Tax on Assets

Allowance for

Goodwill Impairment

Total

327,495

(1) 26,433,913

26,761,408

327,495

31,303,410

(1) 3,140,036

(1) (594,035)

33,849,411

31,303,410

28,432,495

60,063,400

29,573,949

(594,035)

28,432,495

89,043,314

28,432,495

60,063,400

(1) Charged to Income Tax and Tax on Assets

4.12 Assets held-for-sale and discontinued

operations
Based on the situations described in Note
11.4.1 to the parent company only financial
statements as of December 31, 2014, the
Company's investment in IESA for Ps. 152.4
million has been classified as Assets held for sale
as of such date, as required by IFRS.

Based on the situations described in Note
11.4.1 to the parent company only financial
statements, as of December 31, 2015, that
investment is no longer disclosed under Assets
held for sale as of such date.

236

Note 5

Breakdown of the Main Items of the Parent Company only Statement of Comprehensive Income

5.1 Information Required under Section 64, Subsection b) of Law No. 19,550

Item

Salaries, Social Security and Benefits to Personnel (1)
Supervisory Committee’s fees
Fees for services (2)
Taxes, Duties and Contributions

Other personnel expenses

General expenses

IT expenses

Maintenance Expenses

Communication expenses

Advertising expenses

Travel Expenses

Stationery and Office Supplies

Depreciation of Property, Plant and Equipment

Amortization of Intangible Assets

Other expenses

Total

(1) Includes fees for technical and administrative
services to Directors in the amount of Ps. 13,014,730
as of December 31, 2015. Additionally, they include
the effect of the long-term savings plan for employees
mentioned in Note 13.

5.2 Financial Costs

Exchange Differences

Interest

5.3 Other Financial Results, net

Exchange Differences and Other Financial Results

Results from transactions with securities and bonds

Interest

Other Taxes and Expenses

Administrative Expenses

December 31, 2015

December 31, 2014

109,277,845

1,494,000

56,752,174

8,522,305

2,578,722

194,621

1,674,750

3,217,545

1,104,173

1,436,447

4,648,095

235,523

730,870

90,269

6,727,070

198,684,409

78,926,025

900,000

49,371,237

6,225,974

1,475,382

148,910

1,676,817

1,827,543

1,117,303

1,040,997

4,627,116

104,542

671,948

112,235

4,118,012

152,344,041

(2) Includes Directors' fees for they year 2015 in the
amount Ps. 9,700,000.

December 31, 2015

December 31, 2014

(81.347.508)

(6.077.468)

(87.424.976)

(785,000)

December 31, 2015

December 31, 2014

12,362,580

32,201,215

4,389,540

(4,296,875)

44,656,460

8,991,008

105,168,208

2,834,839

(5,967,445)

111,026,610

237

Note 6

Income tax
The following table shows the breakdown of net
deferred tax assets (amounts stated in thousands
of Argentine Pesos):

Assets

Tax Loss Carryforwards

Other Investments

Employer’s Contributions

Other

Subtotal

Valuation Allowance for Deferred Tax Assets

Net Deferred Tax Assets

December 31, 2015

December 31, 2014

26,761

24,249

7,342

58,361

(26,761)

31,600

327

24,431

6,088

30,855

(327)

30,528

The following table shows the reconciliation
between the income tax and tax on assets
charged to net income for the years ended
December 31, 2015 and 2014 and the income
tax liability that would result from applying the

current tax rate on income before income tax
and tax on assets and the income tax liability
assessed for each year (amounts stated in
thousands of Argentine Pesos):

Income Tax Assessed at the Current Tax Rate (35%)
on Income before Income Tax
Permanent Differences:
Gain/Loss on Investments in Subsidiaries
Non-Taxable Income
Other
Subtotal

Valuation Allowance for Net Deferred Tax Assets
Charged to Income
Income Tax

Deferred Taxes for the Year
Income Tax

Tax on assets
Total

December 31, 2015

December 31, 2014

(661,211)

(276,078)

697,242
(8,647)
121
27,505

(26,434)
1,071

1,071
1,071

(3,142)
(2,071)

255,914
(6,525)
18,048
(8,641)

27,096
18,455

18,455
18,455

(3,146)
15,309

As of December 31, 2015, the Company’s
accumulated tax loss carryforwards amounted to
approximately Ps. 76.5 million, which
calculated at the current tax rate, represent
deferred tax assets in the amount of
approximately Ps. 26.8 million. The following
table shows the expiration date of the
accumulated tax loss carryforwards pursuant to

statutes of limitations (amounts stated in
thousands of Argentine Pesos):

Expiration year

2018

2020

Amount of Tax

Loss Carryforward

1,102

75,359

76,461

238

Note 7
Reserves, Retained Earnings and Dividens

Balances at the beginning of the year:

Legal Reserve

Accumulated Results

Other Reserves

Optional Reserves

Total

Net Income for the year

Dividend Distribution

Changes in Reserves for Acquisition of Investments

Balance at the end of the year

a. Grupo Clarín
The Company’s bylaws set forth that retained
earnings shall be appropriated as follows: (i) 5%
to the Company's legal reserve until such
reserve equals 20% of the Company's capital
stock; and (ii) the balance, in whole or in part,
to the payment of the fees of the members of
the Board of Directors and the Supervisory
Committee, to dividends on common shares, or
reserve accounts, or as otherwise determined by
the Shareholders, among other situations.

On April 29, 2014, at the Annual Ordinary
Shareholders' Meeting of Grupo Clarín, the
shareholders decided, among other things, to
appropriate the net income for the fiscal year
2013, which amounted to Ps. 479,831,556, as
follows: (i) Ps. 240,000,000 to the distribution
of cash dividends, (ii) Ps. 6,750,470 to the legal
reserve, and (iii) Ps. 233,081,086 to an optional
reserve to provide financial aid to subsidiaries
and in connection with the Audiovisual
Communication Services Law. As of December
31, 2014, the Company paid all of the
distributed dividends.

On April 28, 2015, at the Annual Ordinary
Shareholders' Meeting of the Company, the
shareholders decided, among other things, to
appropriate the net income for the fiscal year
2014, which amounted to Ps. 804,101,687, as
follows: (i) Ps. 250,000,000 to the distribution
of dividends payable in two installments of
Ps. 125,000,000 each, the first one to be paid
within 30 days as from the date of the
shareholders’ Meeting and the second one to be
paid on December 31, 2015 or on an earlier

December 31, 2015

December 31, 2014

119,460,767

804,101,687

(209,686)

2,071,576,709

2,994,929,477

1,884,929,369

(250,000,000)

(3,444,081)

4,626,414,765

112,710,297

479,831,556

5,207,274

1,838,495,623

2,436,244,750

804,101,687

(240,000,000)

(5,416,960)

2,994,929,477

date as determined by Cablevisión’s Board of
Directors and (ii) Ps. 554,101,687 to an
optional reserve to provide financial aid to
subsidiaries and in connection with the
Audiovisual Communication Services Law.

b. Cablevisión
On April 23, 2015, at the Annual General
Ordinary and Extraordinary Shareholders’
Meeting of Cablevisión, the shareholders
decided to distribute cash dividends in the
amount of Ps. 436 million, payable in Argentine
Pesos or US Dollars within a term of thirty days
as from the date of such Shareholders’ Meeting
delegating on the Board of Directors of
Cablevisión the power to establish the time and
payment method. Of that amount, approximately
Ps. 174.5 million corresponds to the non-
controlling interest in this company. As of the
date of these financial statements, Cablevisión
paid Ps. 435.8 million of distributed dividends.

c. Other companies
During this period, the shareholders of
ARTEAR decided to distribute cash dividends
for a total of Ps. 220 million. As of the date of
these financial statements, the Company
collected all the dividends to which it was
entitled based on its equity interest.

During this period, the shareholders of IESA
decided to distribute cash dividends for a total
of Ps. 48.6 million. As of the date of these
financial statements, the Company collected all
the dividends to which it was entitled based on
its equity interest.

239

Note 8

Balances and Transactions with Related Parties
The following table shows the breakdown of
the Company’s balances with its related parties:

Company

Item

December 31, 2015

December 31, 2014

Subsidiaries

SHOSA

VISTONE

CVB

CLC

AGEA

Other Receivables

Debt

Trade Payables and Other

Debt

Dividends Receivable

Other Receivables

Trade Payables and Other

ARTEAR

Other Receivables

IESA

Radio Mitre

GCGC

CMD

Trade Payables and Other

Other Receivables

Trade Payables and Other

Other Receivables

Trade Payables and Other

GC Services

Other Receivables

Indirectly controlled

Cablevisión

PRIMA

AGR

UNIR

Impripost

Ferias y

Trade Payables and Other

Other Receivables

Trade Payables and Other

Other Receivables

Trade Payables and Other

Other Receivables

Exposiciones S.A.

Other Receivables

TRISA
CIMECO

Trade Payables and Other
Other Receivables

2,432

(170,189,828)

(56,786)

(104,720,132)

(13,090,016)

11,311

104,018,497

(561,949)

4,658,835

(201,838)

669,635

10,741

(25,924)

2,952,480

(114,674)

14,105

(5,955)

(176,542)

36,300,000

(2,673)

1.158

(2.360)

2.283.074

128

(1,029,947)
-

2,432

(231,387)

11,311

83,813,483

(372,005)

181,835

(201,838)

(29,975)

11,587,534

428,440

(6,570)

3,338

(3,379)

(487,516)

17,424,000

(1,683)

1,158

1,087,874

128

(664,433)
11,651

240

The following table details the transactions carried
out by the Company with related parties for
the years ended December 31, 2015 and 2014:

Company

Item

December 31, 2015

December 31, 2014

Subsidiaries

AGEA

ARTEAR

Vistone

CMD

SHOSA

Radio Mitre

CVB

GCGC

Management fees

Advertising

Management fees

Interest Expense

Services

Interest Income

Interest Expense

Interest Income

Management fees

Interest Income

Interest Expense

Services

Indirectly controlled

Cablevisión

Management fees

PRIMA

AGR

Impripost

UNIR

Services

Interest Income

Services

Management fees

Services

Management fees

Services

The fees paid to the Board of Directors and
the Upper Management of the Company for the
years ended December 31, 2015 and 2014
amounted to approximately Ps. 70 and Ps. 55
million, respectively.

18,000,000

(164,759)

44,400,000

(400,132)

(546,064)

54,021

(5,627,320)

2,280,000

1,887,014

(50,016)

(12,026,182)

77,120,000

(141,584)

311,170

(613,002)

19,200,000

(8,234)

1,560,000

(1,951)

24,000,000

(273,485)

33,600,000

7,134

960,000

1,292,543

(8,307,999)

40,800,000

(90,160)

(561,051)

14,400,000

(10,571)

2,400,000

241

Note 9

Terms and Interest Rates of Investments, Receivables and Liabilities

December 31, 2015

Other Investments
Without any established term (1)

Receivables
Without any established term (2)
Due
Within three months (5)

Liabilities (2)(3)
Without any established term

Due

Within three months

More than three months and up to six months

Debt
Without any established term (2)
Due
Within three months (4)
More than three months and up to six months (4)

(1) Bearing interest at floating rate.
(2) Non-interest bearing.
(3) Do not include equity interests in the amount
of Ps. 228.5 million (see Note 4.3).
(4) Bearing interest at fixed rate.
(5) Includes Ps. 2.9 million which bears interest at
a fixed rate, the remaining balance does not bear
any interest.

19,848,419

148,670,847

5,873,522

154,544,369

3,543,506

53,442,690

26,720,436

83,706,632

270,411

130,900,164

156,829,401

287,999,976

242

Note 10

Provisions and Other Contingencies

10.1 Regulatory Framework
a. SCI Resolution No. 50/10 approved certain
rules for the sale of pay television services. These
rules provide that cable television operators must
apply a formula to estimate their monthly
subscription prices. The price arising from the
application of the formula was to be informed to
the Office of Business Loyalty (Dirección de
Lealtad Comercial) between March 8 and March
22, 2010. Cable television operators must adjust
such amount semi-annually and inform the
result of such adjustment to said Office.

Even though as of the date of these financial
statements the subsidiary Cablevisión cannot
assure the actual impact of the application of this
formula, given the vagueness of the variables
provided by the Resolution to calculate the
monthly subscription prices, Cablevisión believes
that Resolution No. 50/10 is arbitrary and
bluntly disregards its freedom to contract, which
is part of the right to freedom of industry and
trade. Therefore, it has filed the pertinent
administrative claims and has brought the
necessary legal actions requesting the suspension
of the Resolution’s effects and ultimately
requesting its nullification.

Even though Cablevisión, like other companies
in the industry, has strong constitutional
arguments to support its position, it cannot be
assured that the final outcome of this issue will
be favorable. Therefore, Cablevisión and/or some
of its subsidiaries may be forced to modify the
price of their pay television subscription, a
situation that could significantly affect the
revenues of their core business. This creates a
general framework of uncertainty over the
businesses of Cablevisión and/or some of its
subsidiaries that could significantly affect the
recoverability of their relevant assets and Grupo
Clarín S.A.’s assets related to its investment in
Cablevisión. Notwithstanding the foregoing, as
of the date of these financial statements, in
accordance with the decision rendered on August
1, 2011 in re "LA CAPITAL CABLE S.A. v/
Ministry of Economy-Secretariat of Domestic
Trade", the Federal Court of Appeals of the City
of Mar del Plata has ordered the SCI to suspend
the application of Resolution No. 50/10 with
respect to all cable television licensees
represented by the Argentine Cable Television

Association ("ATVC", for its Spanish acronym).
Upon being served on the SCI and the Ministry
of Economy on September 12, 2011, such
decision became fully effective and may not be
disregarded by the SCI. The National
Government filed an appeal against the decision
rendered by the Federal Court of Appeals of Mar
del Plata to have the case brought before the
Supreme Court. Such appeal was dismissed and
so the National Government filed a direct appeal
with the Supreme Court.

On June 1, 2010, the SCI imposed a Ps. 5
million fine on Cablevisión alleging that it had
failed to comply with the information regime set
forth by Resolution No. 50/10, and invoking the
Antitrust Law to impose such penalty. The fine
was appealed and submitted to the National
Court of Appeals on Federal Administrative
Matters, Chamber No. 5, which decided to
reduce the fine to Ps. 300,000. Cablevisión
appealed this decision by filing an extraordinary
appeal with the Supreme Court of Argentina.

On March 10, 2011 SCI Resolution No. 36/11
was published in the Official Gazette. This
Resolution falls within the framework of SCI
Resolution No. 50/10. Resolution No. 36/11
sets forth the parameters to be applied to the
services rendered by Cablevisión to its
subscribers from January through April 2011.
These parameters are as follows: 1) the monthly
basic subscription price shall be Ps. 109 for that
period; 2) the price of other services rendered by
Cablevisión should remain unchanged as of the
date of publication of the resolution; and 3) the
promotional benefits, existing rebates and/or
discounts already granted as of that same date
shall be maintained. The resolution also provides
that Cablevisión shall reimburse users for any
amount collected above the price set for that
period.

The claim filed by Cablevisión seeking the
nullification of Resolution No. 50/2010 is
currently pending before the Federal

243

Administrative Court of First Instance No. 7
of the City of Buenos Aires. This claim was
dismissed in view of the claim pending in the
City of Mar del Plata.

Subsequently, the SCI issued Resolutions
Nos. 65/11, 92/11, 123/11, 141/11, 10/11,
25/12, 97/12, 161/12, 29/13, 61/13, 104/13,
1/14, 43/14 and 93/14 pursuant to which the
SCI extended the effectiveness of Resolution
No. 36/11 up to and including September 2014,
and adjusted the cable television subscription
price to Ps.152. Cablevisión believes, however,
that given the terms under which the Federal
Court of the City of Mar del Plata granted the
preliminary injunction, that is, ordering
the SCI to suspend the application of Resolution
No. 50/10 with respect to all cable television
licensees represented by ATVC (among them,
Cablevisión and its subsidiaries), and also given
the fact that Resolutions No. 36/11, 65/11,
92/11, 123/11, 141/11, 10/11, 25/12, 97/12,
161/12, 29/13, 61/13, 104/13, 1/14 , 43/14
and 93/14 merely extend the effectiveness
of Resolution No. 50/10, Cablevisión continues
to be protected by said preliminary injunction,
and, therefore, the ordinary course of its
business will not be affected.

On April 23, 2013, Cablevisión was served
notice of a decision rendered in re “Ombudsman
of Buenos Aires v. Cablevisión S.A. on
Complaint for the protection of constitutional
rights Law 16,986 (Motion for Preliminary
Injunction)” pending before Federal Court No.
2, Civil Clerk’s Office No. 4 of the City of
La Plata in connection with the price of cable
television subscriptions, whereby the court
imposed a cumulative daily fine of Ps. 100,000
per day on Cablevisión.

The Federal Court of Appeals of the City of La
Plata reduced the fine to Ps. 10,000 per day.
Cablevisión filed an appeal against that decision
in due time and form. On October 16, 2013,
the Court of Appeals dismissed the appeal filed
by Cablevisión. As of the date of these financial
statements, Cablevisión had settled the fine in
the amount of Ps. 1,260,000 and compliance
was recorded in the file.

On June 11, 2013, Cablevisión was served
notice of a resolution rendered in the
abovementioned case; whereby the court
ordered the appointment of an expert overseer
(perito interventor) specialized in economic
sciences to: (i) verify whether or not the invoices
corresponding to the basic cable television
subscription issued by the Company to
subscribers domiciled in the Province of Buenos
Aires, are actually prepared at the headquarters
located at Gral. Hornos 690, and/or at the
Company’s branch offices, precisely detailing
that process, (ii) identify the individuals
responsible for that area, (iii) determine whether
or not the administrative actions tending
towards the effective compliance with the
injunction issued on that case are underway,
and (iv) identify the senior staff of the
Company that must order the invoice issuance
area to prepare the invoices as decided under
that injunction.

Cablevisión timely appealed the appointment
of said expert on the same grounds stated above.
This appeal is also pending before the Federal
Court of Appeals of the City of La Plata.

For the purposes of enforcing the injunction,
the court issued letters rogatory to the
competent judge of the City of Buenos Aires.
Upon the initiation of that proceeding, both the
National Court on Federal Administrative
Matters and the National Court on Federal Civil
and Commercial Matters declined jurisdiction
to enforce the injunction ordered by the Federal
Judge of La Plata. Cablevisión has appealed the
decision in connection with the lack of
jurisdiction in due time and form. Chamber
No. 1 of the National Court of Appeals on
Federal Civil and Commercial Matters
confirmed the appealed decision. Accordingly,
Cablevisión will file an extraordinary appeal in
due time and form to have the case decided by
the Supreme Court of Argentina.

244

It should be noted that, in light of the corporate
reorganization of Cablevisión, both parties
requested the suspension of the procedural
periods for 180 days. The judge granted such
request. Therefore, the procedural terms are
suspended until December 11, 2014. Given the
decision rendered by the Supreme Court of
Argentina in re “Municipality of Berazategui v.
Cablevisión” mentioned below, the procedural
periods remain suspended until the Federal
Court of Mar del Plata renders a decision
thereon.

After the Federal Court of the City of Mar del
Plata issued its injunction, several Municipal
Offices of Consumer Information (“OMIC”, for
its Spanish acronym) and several individuals filed
claims requesting that Cablevisión comply with
Resolution No. 50/10 and the subsequent
resolutions that extended its effectiveness. In
some cases, preliminary injunctions were
granted. In every case, Cablevisión appealed such
preliminary injunctions alleging that Resolution
No. 50/10, as amended, and/or the subsequent
resolutions that extended its effectiveness, had
been suspended with respect to Cablevisión, its
branches and subsidiaries prior to the issuance of
such preliminary injunctions.

On September 23, 2014, the Supreme Court of
Argentina rendered a decision in re "Application
for judicial review brought by the defendant in
the case Municipality of Berazategui v.
Cablevisión S.A. on claim for the protection of
constitutional rights (acción de amparo)" and
ordered that the cases related to these resolutions
continue under the jurisdiction of the Federal
Court of Mar del Plata that had issued the
decision on the collective action in favor of
ATVC.

Decisions made on the basis of these financial
statements should consider the eventual impact
that the above-mentioned resolutions might have
on Cablevisión and its subsidiaries, and the
Company's financial statements should be read
in light of such uncertainty.

Multicanal’s acquisition of PRIMA (from
PRIMA Internacional (now CMD)), required
the authorization of the CNDC (validated by
the SCI), and the COMFER. On October 4,
2006, the Company, Vistone, Fintech, VLG and
Cablevisión, as purchasers, and AMI CV
Holdings LLC, AMI Cable Holdings Ltd. and
HMTF-LA Teledigital Cable Partners LP, as
sellers, filed for the approval of the acquisition.
After several requests for information, the SCI
issued Resolution No. 257/07, with a prior
opinion of the CNDC in favor of the approval
of the above-mentioned transactions and after
consulting the COMFER and the SECOM,
which did not raise any objections. The
Company was served notice in this respect on
December 7, 2007. Such Resolution was
appealed by five entities. As of the date of these
financial statements, the CNDC has dismissed
the five appeals filed against the above-
mentioned resolution. Four of the entities filed
direct appeals before the judicial branch. Three
of those appeals were dismissed and one is still
pending resolution.

Cablevisión believes that if the CNDC acts as it
did in the case of the three dismissed direct
appeals, the fourth appeal is unlikely to be
admitted.

On June 11, 2008, Cablevisión was served with
a decision of the National Court of Appeals on
Federal Civil and Commercial Matters revoking
a decision rendered by the CNDC on September
13, 2007, whereby such agency had dismissed a
claim filed by Gigacable S.A. prior to the
December 7, 2007 decision referred to above.
The Court of Appeals revoked CNDC’s decision
only with respect to matters relating to the
conduct of Cablevisión and Multicanal prior to
CNDC’s authorization of the transactions on
December 7, 2007, and ordered an investigation
to determine whether a fine should be imposed
on Cablevisión and Multicanal due to such
conduct. As of the date of these financial
statements, Cablevisión has filed its response,
which is pending analysis by such agency.

245

surviving company, became the universal
successor to all of the assets, rights and
obligations of the merged companies.

On September 8, 2009, Multicanal was served
with CNDC Resolution No. 106/09, dated
September 4, 2009, whereby the CNDC ordered
an audit to articulate and harmonize the several
aspects of Resolution No. 577/09 issued by the
COMFER, whereby it had rejected the merger
of Cablevisión and Multicanal, with Resolution
No. 257/07 issued by the Secretariat of
Domestic Trade. Resolution No. 106/09 also sets
forth that the notifying companies shall not,
from the enactment of this Resolution and until
the end of the audit and / or resolution of the
CNDC, remove or replace physical or legal
assets.

On September 17, 2009 Judge Dr. Esteban
Furnari of the National Court on Federal
Administrative Matters No. 2, in re “Multicanal
and Other v. Conadeco- Decree 527/05 and
other on Proceeding leading to a declaratory
judgment”, ordered the suspension of the effects
of COMFER Resolution No. 577/09, of CNDC
Resolution No. 106/09, and any other act
resulting therefrom, until a final decision was
rendered in the case.

On December 16, 2009, the Chamber No. 3 of
the National Court of Appeals on Federal
Administrative Matters, in re "Multicanal and
other v. CONADECO Decree 527/05 and other
on Proceeding leading to a declaratory
judgment" File No. 14,024/08, granted the
extraordinary appeal filed by Multicanal and
Grupo Clarín against the decision rendered by
that same court on October 23, 2009. With the
granting of that appeal, Cablevisión’s preliminary
injunction regained full force and effect.
Accordingly, on January 8, 2010 Cablevisión
notified such circumstance to the COMFER.

Subsequently, on March 9, 2011, the Supreme
Court of Argentina in re “MULTICANAL and
Other v./ CONADECO - Decree 527/05 and

other on/Proceeding leading to a declaratory
judgment”, granted the appeal by right and the
extraordinary appeal filed by the National
Government and revoked the decision rendered
by Chamber No. 3 of the National Court of
Appeals on Federal Administrative Matters,
which had confirmed the preliminary injunction
requested by Cablevisión in the first instance.
Notwithstanding the foregoing, Cablevisión
believes that this matter does not have a material
impact on the merits of the case.

On December 11, 2009, Cablevisión notified
the CNDC of the completion and
corresponding verification of the fulfillment of
the voluntary undertakings made by Cablevisión
at the time of the enactment of SCI Resolution
No. 257/07. On December 15, 2009, Chamber
No. 2 of the National Court of Appeals on
Federal Civil and Commercial Matters issued a
preliminary injunction in re “Grupo Clarín S.A.
v. Secretariat of Domestic Trade and other on
preliminary injunctions” (case 10,506/09),
partially acknowledging the preliminary
injunction requested by Grupo Clarín, and
instructing the CNDC and the SCI to notify
Grupo Clarín whenever their own verification of
Cablevisión’s fulfillment of its undertakings had
been concluded, regardless of the result. Should
such agencies have any observations, they should
notify Grupo Clarín within a term of 10 days.
On the same date, the CNDC issued Resolution
No. 1,011/09 whereby it deemed Cablevisión’s
voluntary undertakings unfulfilled and declared
the rescission of the authorization granted under
Resolution No. 257/07.

246

CNDC, considering it had been in such court
since December 16, 2009.

On December 17, 2009, the CNDC notified
Cablevisión of the initiation of the motion for
execution of Resolution No. 1,011/09. On
December 18, 2009, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters issued an injunction in re
“Grupo Clarín S.A. v. Secretariat of Domestic
Trade and other on preliminary injunctions”,
which suspended the effects of Resolution No.
1,011/09 until the notice set forth in the
injunction of December 15, 2009 was served.
Accordingly, the CNDC served notice to
Cablevisión by means of Resolution No.
1,101/09.

On December 30, 2009, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters issued a preliminary
injunction in re “Grupo Clarín S.A. v. Secretariat
of Domestic Trade and other on preliminary
injunctions”, partially acknowledging Grupo
Clarín’s request and suspending the term for
Grupo Clarín to respond to Resolution No.
1,101/09 until Grupo Clarín is granted access to
the administrative proceedings related to the
charges brought by the CNDC in its Opinion
No. 770/09 (on which Resolution No. 1,011/09
was based).

involved were ordered to take all necessary
actions to comply with such rescission within a
term of six months, and to inform the CNDC
about the progress made in that respect on a
monthly basis. Such resolution was appealed in
due time and form. The appeal was granted
without staying the execution of judgment.

The appeal is currently pending before Chamber
No. 2 of the National Court of Appeals on
Federal Civil and Commercial Matters in re
“AMI CABLE HOLDING and other on/
Appeal of the National Antitrust Commission
Resolution”.

On April 20, 2010, Chamber No. 2 of the
National Court of Appeals on Federal Civil and
Commercial Matters granted the appeal filed by
Grupo Clarín S.A. in re “Grupo Clarín on delay
in the appeal of the proceedings”, and decided
that the appeal granted by the CNDC to Grupo
Clarín S.A. against Resolution No. 113/10 had
the effect of staying such resolution.

The National Government filed an appeal asking
that the Court of Appeals revoke its own
decision with respect to the effect granted to the
April 20 decision, and that it decline its
jurisdiction. It also filed an appeal to have the
case brought before the Supreme Court. Both
appeals were dismissed. Chamber No. 2
requested the administrative file to consider the
appeal and render its decision.

On September 17, 2015, the Court rendered a
decision in favor of Cablevisión, revoking
Resolution No. 113/10 in its entirety. Both
parties were notified of the decision on the above
date.

The National Government - Ministry of
Economy filed an appeal to have the case
brought before the Supreme Court, which was
substantiated in February 2016. Chamber No. 2
shall decide on the admissibility of that appeal
and decide whether it will or will not submit the
case to the Supreme Court of Argentina.

Cablevisión believes that it has strong arguments
in its favor to have the decision revoked.
However, it cannot assure that the outcome will
be favorable.

Decisions made on the basis of these financial
statements should consider the eventual impact

247

that the above-mentioned resolutions might have
on Cablevisión and its subsidiaries, and the
Company's financial statements should be read
in light of such uncertainty.

d. Under Proceeding File No. 21,788/08 dated
November 17, 2008, Cablevisión informed the
COMFER about the corporate business
reorganization process effective as of October 1,
2008. In that same act, Cablevisión informed
the COMFER about: i) all the licenses to which
it became universal successor under the
corporate business reorganization process; ii) the
exercise of an option for one of the licenses in
each of the locations where it held multiple
licenses, and iii) the relinquishment of original
licenses and extensions so as to eliminate the
multiple licenses accumulated in each of the
locations where it held multiple licenses. As a
result of such corporate business reorganization
process, Cablevisión became the universal
successor of 158 licenses to exploit
Supplementary Services in several locations
(pursuant to section 44, subsection b) of Law
22,285. To avoid having multiple licenses,
Cablevisión informed the COMFER about its
irrevocable intention to relinquish a total of 78
licenses (including original licenses and
extensions) so as to eliminate all the
supplementary service licenses that exceeded the
limit set for supplementary services in each
location (which was one license per designated
area). Notwithstanding the foregoing, through
Resolution No. 577/COMFER/09, the
COMFER illegitimately decided to withhold
approval of the merger requested by Cablevisión,
requesting Cablevisión to submit a divestiture
plan on the grounds that the license
relinquishments spontaneously communicated
by that company were not sufficient. (See Note
10.1.c and Note 11.4.4).

October 4, 2011, the Court of Appeals partially
affirmed Resolution 739/10 and reduced the fine
to Ps. 2.2 million, imposing 75% of the legal
costs on Cablevisión. On October 13, 2011
Cablevisión filed a Federal Ordinary appeal with
the Supreme Court of Argentina and on
October 20, 2011 it filed a federal extraordinary
appeal with that same court in the event that the
ordinary appeal may be dismissed.

On October 21, 2011, Chamber No. 2 of the
National Court of Appeals on Federal
Administrative Matters granted the ordinary
appeal and the legal brief was submitted in due
time and form.

On August 7, 2012 the Supreme Court of
Argentina decided that the Ordinary Appeal had
been wrongly granted.

On December 13, 2012 the Court of Appeals
dismissed the appeal filed by Cablevisión, and
imposed court costs on Cablevisión.

On December 20, 2012 Cablevisión filed an
appeal against the above-mentioned dismissal
since it believed it had sufficient grounds to have
the fine revoked. However, Cablevisión cannot
assure that the outcome of the appeal will be
favorable.

On July 29, 2013 Cablevisión settled the fine in
the amount of Ps. 2.2 million and its compliance
was recorded in the file.

f. On May 31, 2012, Cablevisión was served
notice of Resolution No. 16,819 dated May 23,
2012 whereby the Argentine Securities
Commission (CNV, for its Spanish acronym)
ordered the initiation of summary proceedings
against Cablevisión and its directors, members of
the Supervisory Committee and the Head of
Market Relations for an alleged failure to comply
with the duty to inform. The CNV considers
that Cablevisión failed to comply with its duty
to inform because the investor community was
deprived of its right to become fully aware of the
grounds of a decision rendered by the Federal
Court of Mendoza and the scope of the powers
granted by that court to the co-administrator
appointed in re “Supercanal S.A. v. Cablevisión
S.A. on protection of constitutional rights”, in
addition to the fact that other self-regulated
authorities were allegedly not notified of the
information furnished by Cablevisión. On June

248

25, 2012, Cablevisión filed a response requesting
that its defenses be sustained and all charges
dismissed. On February 6, 2014 Cablevisión
submitted the legal brief for the purpose of
discussing the evidence submitted under File No.
171/2012. Now the CNV’s Board of Directors
has to render its decision. Cablevisión and its
legal advisors believe that the company has
strong arguments in its favor. Nevertheless,
Cablevisión cannot assure that the outcome of
the said summary proceedings will be favorable
to Cablevisión.

h. The Executive Branch of Uruguay issued
Decree No. 73/012, published in the Official
Gazette on March 16, 2012, whereby it expressly
repealed Decree No. 231/011, which had
revoked certain signals' broadcast frequencies.
However, the new decree ratified and repeated -
virtually in identical terms - the decree that was
being repealed, and added certain provisions that
caused further detriment to the two affected
companies with which a subsidiary of
Cablevisión has contractual arrangements in
place. Consequently, on March 23, 2012 the
affected companies filed an appeal requesting
that Decree No. 73/012 be revoked. The appeal
is still pending resolution.

In May 2012, the aforesaid companies brought a
legal action with the Court in Administrative
Litigation Matters requesting the nullification of
the resolution and the suspension of its
execution. This motion to suspend the execution
of the challenged resolution was brought as a
separate case, and progressed through the
corresponding instances. The Office of the
Attorney General for Administrative Litigation
Matters, in its opinion No. 412/013 advised the
Court on Administrative Litigation Matters to
grant the motion to suspend the execution of the
challenged resolution for formal reasons, but the
Court dismissed the motion of suspension.
Notwithstanding the foregoing, as of the date of
these financial statements, the government
authority has not yet enforced the decree.

On September 30, 2014, the Court on
Administrative Litigation Matters through its
decisions No. 416/2014 and No. 446/2014
revoked for formal reasons Decrees No. 73/012
and No. 231/011, respectively.

On March 9, 2015, Decree No. 82/015 was
published in the Official Gazette, whereby the
Executive Branch 1) repealed Decree No.
73/012; 2) 16 common stations are awarded to
be held in common (the same stations) by
BERSABEL S.A. and VISION SATELITAL S.A.
for a term of 15 years: Two of the 16 stations are
awarded on a secondary basis, which means that
they may be exposed to interferences and they
do not have the right to bring any claim in
connection thereto; 3) use of existing stations
must cease within 18 months of their award to
mobile service operators; 4) both companies are
expressly authorized to increase the number of
TV signals (stations) included in their respective
services making use of digitization techniques; 5)
both companies shall submit before the
Communication Services Regulatory Agency
(“URSEC”, for its Spanish acronym), within a
fixed term of 60 calendar days as from the date
of publication of the Decree, a technical plan for
the migration and release of stations, which plan
shall be assessed and approved by such agency
(such plan was submitted on May 7, 2015); 6)
the Bidding Terms governing the bid for
frequency bands that were owned by both
companies shall include an economic
compensation mechanism for both companies to
cover the expenses incurred in adapting their
systems to the new stations awarded to them, in
the amount of USD 7,000,000.

249

Even though both companies' request for the
annulment of Decree No. 153/012 was granted
for formal reasons (failure to serve prior notice)
by the Court on Administrative Litigation
Matters (decision 455 of June 11, 2015), this
decision does not change prior considerations
about the terms of Decree No. 82/015 with
respect to both companies due to the fact that
Decree No. 305/015 (which substituted Decree
No. 153/012) confirmed the allocation of
channels 21 through 36 (512 MHz - 608 MHz)
and 38 through 41 (614 MHz - 638 MHz), of 6
MHz each, in the UHF band exclusively for
rendering accessible, free, digital broadcast
television services all over the country, except for
channels 35 (596-602 MHz), 36 (602-608
MHz) and 38 through 41 (614-638 MHz) only
in the geographic area for which BERSABEL
S.A. and VISION SATELITAL S.A. had
received authorization, which will be used solely
for rendering television services to subscribers
through the codified UHF system, as it had been
previously and expressly stated in Section 5 of
Decree No. 82/015 (which repealed and
amended the language of Section 1 of the above-
mentioned Decree No. 153/012).

i. On June 4, 2012, the Federal Court of
Appeals of Rosario partially confirmed SCI
Resolution No. 219/2010, whereby the
Secretariat of Domestic Trade found that
Cablevisión and Multicanal had engaged in
market sharing practices in connection with the
paid-television service in the City of Santa Fe
and reduced the fine imposed on each of the
companies involved from Ps. 2.5 million to Ps. 2
million. However, this decision is not yet final,
because Cablevisión and Multicanal and the
Ministry of Economy filed appeals, which are
still pending before that Court of Appeals. On
October 21, 2014, the Argentine Supreme Court
dismissed the appeals; therefore, Resolution No.
219/10 became final.

The case is currently pending with the Court of
Appeals of Rosario, which shall order its referral
to the SCI. The SCI, in turn, shall serve notice
to the companies involved in order for them to
pay the fine.

paid-television service in the City of Paraná and
imposed a fine of Ps. 2.5 million on each of
them. Cablevisión filed an appeal in due time
and form. This appeal was dismissed by the
Federal Court of Appeals of Paraná. Therefore,
Cablevisión filed an appeal with the Argentine
Supreme Court. On November 4, 2011, the
appeal of SCI Resolution No. 19/11 filed by
Cablevisión with the Supreme Court was
partially granted by the Federal Court of Appeals
of Paraná.

On August 30, 2012, the Argentine Supreme
Court dismissed the appeal filed by Cablevisión;
therefore, Resolution No. 19/11 became final.
The case is currently pending with the Court of
Appeals of Paraná, which shall order its referral
to the SCI. The SCI, in turn, shall serve notice
to the companies involved in order for them to
pay the fine.

k. Cablevisión, by itself and as successor of
Multicanal’s operations after the merger, is a
party to several administrative proceedings under
the Antitrust Law, facing charges of
anticompetitive conduct, including territorial
division of markets, price discrimination, abuse
of dominant position, refusal to deal and
predatory pricing, as well as a proceeding filed
by the Cámara de Cableoperadores
Independientes (Chamber of Independent Cable
Operators), challenging the transactions
consummated on September 26, 2006. While
Cablevisión believes that its conduct and that of
Multicanal have always been within the bounds
of the Argentine Antitrust Law and regulations
and that their positions in each of these
proceedings are reasonably grounded, it can give
no assurance that any of these cases will be
resolved in its favor.

250

subscriptions shall return to the price applicable
in November 2009 and maintain such price for
the abovementioned term.

On February 2, 2010, by means of Resolution
No. 13/10, the CNDC ordered Cablevisión to
refund to its subscribers in the March 2012
invoices the amount of any price increase made
after the date of CNDC Resolution No. 8/10.

The National Government filed an appeal with
the Supreme Court of Argentina against the
decision rendered by Chamber No. 2, which was
granted and is now pending before the Supreme
Court of Argentina.

m. On October 28, 2010, Cablevisión was
served notice of the National Administration of
Domestic Trade’s resolutions imposing two fines
of Ps. 5 million each, for allegedly failing to
observe the typographic character requirements
under applicable regulations (Resolution 906/98)
when informing its subscribers of the increase in
the price of their cable television subscriptions.
Cablevisión appealed the fines on November 12,
2010 because it believes it has strong grounds in
its favor. However, it cannot assure that the
outcome will be favorable. One of the files was
assigned No. 1280 and is pending before
Chamber No. 1 of the Federal Administrative
Court of Appeals, and the other one was
assigned No. 1,278 and is pending before
Chamber No. 5 of the Federal Administrative
Court of Appeals.

n. The litigation brought before the Civil,
Commercial, Mining and Labor Court of the

City of Concarán, Province of San Luis, in early
2007 in re “Grupo Radio Noticias SRL v.
Cablevisión and others”, is still pending before the
Federal Court in Administrative Matters No. 2.

The purpose of that claim was to challenge the
share transfers mentioned in Note 10.1.c. and to
request the revocation of Cablevisión’s
broadcasting licenses. Cablevisión has responded
to such claim and believes it is very unlikely that
it will be admitted. The claimant has abandoned
the claim it had brought, and the claimant's
attorney must provide evidence of his attorney
powers.

o. The Government of the City of Mar del Plata
enacted Ordinance No. 9163, governing the
installation of cable television networks. Such
ordinance was amended and restated by
Ordinance No. 15,981 dated February 26, 2004,
giving cable companies until December 31,
2007 to adapt their cable networks to the new
municipal requirements. The ordinance sets
forth that in those areas where street lighting has
underground wiring, cable television networks
are to be placed underground. In this sense, the
Executive Department of the Municipality of
General Pueyrredón has submitted to the
Municipal Council a proposed ordinance
extending the term provided until December 31,
2015. Such ordinance is ready for discussion by
legislators. Even though the ordinance provides
for certain penalties that may be imposed, the
City has not imposed such penalties to cable
systems that are not in compliance with such
ordinance.

p. On November 27, 2012 the National
Administration of Domestic Trade served
Cablevisión with Resolution No. 308/2012,
whereby it imposed a Ps. 5 million fine on that
company alleging that it had failed to comply
with Section No. 4 of the Antitrust Law
(increase in the subscription price of cable
television services/wrongful information
provided by Customer Service, which informed
by mail that SCI Resolution No. 50/10 and the
supplementing resolutions are suspended on
grounds of unconstitutionality, when in fact they
have been suspended by an injunction). On
December 11, 2012 Cablevisión appealed
Resolution No. 308/2012. The administrative
file No. S01:0312056/2011 was sent by the
National Administration of Domestic Trade to
the National Court of Appeals on Federal

251

Administrative Matters. It is now pending before
Chamber No. 1 in re “Cablevisión SA v. DNCI
Res. 308/12 and Other” (File 140/13). A
decision has not been rendered yet.

Cablevisión and its legal advisors believe that
the company has strong arguments in its
favor. Nevertheless, Cablevisión cannot assure
that the revocation of the fine will be resolved
in its favor.

q. On July 5, 2013, the National Administration
of Domestic Trade served notice to Cablevisión
of Resolution No. 134/2013, whereby it
imposed a fine of Ps. 500,000 for breach of
Section 2 of Resolution ex S.I.C. y M. No.
789/98, which regulates the Business Loyalty
Law No. 22,802. Cablevisión appealed that
resolution on July 16, 2013. The administrative
file was sent by the National Administration of
Domestic Trade to the National Court of
Appeals on Federal Administrative Matters. It is
now pending before Chamber No. 3 in re
“Cablevisión SA v. DNCI Res. 134/13 and
Other” (File 36044/13). On May 20, 2014,
Chamber No. 3 partially granted the appeal filed
by Cablevisión and reduced the fine to Ps.
300,000 and ordered that each party shall bear
its own legal costs. On June 9, 2014,
Cablevisión filed an appeal with the Argentine
Supreme Court. On September 18, 2014,
Cablevisión was served notice of the
extraordinary appeal filed by the National
Government, and on October 2, 2014 that
company filed a response. On October 9, 2014,
the Chamber dismissed both appeals.

Supreme Court. The appeal was dismissed
by the Chamber on April 10, 2012. On April
26, 2012, Cablevisión filed an appeal against
the above-mentioned dismissal. The Supreme
Court of Argentina granted the appeal and
revoked the decision against which Cablevisión
had filed the appeal with legal costs to be borne
by the National Administration of Domestic
Trade, and ordered that the case be sent
back to the court of first instance for it to
render a new decision based on the precedent
indicated in its ruling.

r. On March 16, 2012, CNV issued Resolution
No. 16,765 whereby it ordered the initiation of
summary proceedings against Cablevisión, its
directors and members of the Supervisory
Committee for an alleged failure to comply with
the duty to inform. The CNV considers that
Cablevisión failed to comply with its duty to
inform because the investor community was
deprived of its right to become fully aware of the
Decision rendered by the Supreme Court of
Argentina in re "Application for judicial review
brought by the National Government Ministry
of Economy and Production of the case
Multicanal S.A. and other v/CONADECO
Decree No. 527/05” and other, and also
considers that Cablevisón did not disclose
certain issues related to the information required
by the CNV in connection with its Class 1 and
2 Noteholders' Extraordinary Meetings held on
April 23, 2010. On April 04, 2012, that
company filed a response requesting that its
defenses be sustained and that all charges against
it be dismissed. The discovery stage has been
closed. The legal brief has already been
submitted. Cablevisión and its legal advisors
believe that the company has strong arguments
in its favor. Nevertheless, Cablevisión cannot
assure that the outcome of the summary
proceedings will be favorable.

252

Cablevisión, as well as its directors, members of
the Supervisory Committee and Head of Market
Relations filed a response in due time and form
requesting that its defenses be sustained and all
charges dismissed. Cablevisión and its legal
advisors believe that the company has strong
arguments in its favor. Nevertheless, Cablevisión
cannot assure that the outcome of the said
summary proceedings will be favorable to
Cablevisión. On January 20, 2016, the
preliminary hearing was held pursuant to
Section 138 of Law No. 26,831 and Article 8,
Subsection b.1. of Section II, Chapter II, Title
XIII of the Regulations (T.R. 2013).

10.2 Claims and Disputes with Governmental

On the same date, the Company was served with
a claim brought by Argentina’s National Social
Security Administration requesting the nullity of
the decision made on point 7 (Appropriation of
Retained Earnings) of the agenda of the Annual
Ordinary Shareholders’ Meeting held on April
22, 2010. As of the date of these financial
statements, the Company has duly answered the
complaint and the intervening judge has ordered
discovery proceedings.

On November 1, 2011, the CNV issued
Resolution No. 593, which provides that at
shareholders’ meetings in which financial
statements are considered shareholders must
expressly decide to, either distribute as dividends
any retained earnings that are not subject to
distribution restrictions and that may be
disposed of pursuant to applicable law or
capitalize such retained earnings and issue shares,
or appropriate them to set up reserves other than
legal reserves, or a combination of the above.

On July 12, 2013 the Company was served
notice of Resolution No. 17,131; dated as of July
11, 2013 whereby the CNV declared that the

administrative effects of the decisions adopted at
the Annual Ordinary General Shareholders’
Meeting held on April 25, 2013 were irregular
and ineffective, based on allegations that are
absolutely false and irrelevant. According to the
Company and its legal advisors, Resolution No.
17,131 is, among other things, null and void,
because it lacks sufficient grounds and its
enactment is a clear abuse of authority and a
further step in the National Government's
attempt to intervene in the Company. On
October 11, 2013 Chamber No. 5 of the
National Court of Appeals on Federal
Administrative Matters issued a preliminary
injunction in re “Grupo Clarín S.A. v. CNV -
Resol No. 17.131/13 (File 737/13)” File No.
29,563/2013, whereby it suspended the effects
of Resolution No. 17.131/2013 dated July 11,
2013 which had rendered irregular and with no
effect for administrative purposes the Company’s
Annual Ordinary Shareholders’ Meeting held on
April 25, 2013. As of the date of these financial
statements, the preliminary injunction is still in
effect.

In August 2013 the Company was served
with a nullification claim brought by Argentina’s
National Social Security Administration
relating to the Annual Ordinary Shareholders'
Meeting held on April 28, 2011 whereby it
requested the nullity of all the decisions made
at such meeting and, as a default argument,
the nullity of the decisions made on points
2, 4 and 7 of that meeting's agenda, as well as
the nullity of the decisions made at the
Extraordinary Meetings of Class A, B and A
and B Shareholders. As of the date of these
financial statements, the Company has filed a
response in due time and form.

253

On March 21, 2014, the Company was served
notice of a claim brought by Argentina’s
National Social Security Administration in re
“National Social Security Administration v.
GRUPO CLARÍN S.A. on Ordinary
Proceeding” File No. 74,429, pending before the
National Court of First Instance on Commercial
Matters No. 17, Clerk’s Office No. 34. This
claim seeks to nullify and challenge the corporate
decisions made at the Shareholders' Meeting
held on April 25, 2013 and those made at the
Board of Directors’ Meeting held on April 26,
2013. As of the date of these financial
statements, a response to the claim had been
filed.

On September 16, 2014, the Company
received a communication from its
controlling shareholder, GC Dominio S.A.,
whereby that company informed that it had
been summoned to court as a third party
in re “National Social Security Administration
v. Grupo Clarín S.A. on Ordinary Proceeding”,
pending before the National Court of First
Instance on Commercial Matters No. 17,
Clerk’s Office No. 33. As of the date of these
financial statements and as informed by
GC Dominio S.A., that company has filed a
response to the above-mentioned claim.

According to the Company and its legal
advisors, the outstanding claims requesting the
nullification of the Shareholders’ Meetings
have no legal grounds. Therefore, they believe
that the Company will not have to face adverse
consequences in this regard.

b. The Argentine Federal Revenue Service
(“AFIP”) served the subsidiary CIMECO
with a notice challenging its income tax
assessment for fiscal years 2000, 2001 and 2002.
In such notice, the AFIP challenged mainly
the deduction of interest and exchange
differences in the tax returns filed for those years.
If AFIP’s position prevails, CIMECO’s
maximum contingency as of December 31, 2015
would amount to approximately Ps. 12.3 million
for taxes and Ps. 38.2 million for interest.

CIMECO filed a response, which was dismissed
by the tax authorities. The tax authorities
issued their own official assessment and imposed
penalties. CIMECO appealed the tax authorities’
resolution before the National Tax Court on
August 15, 2007.

During the year ended December 31, 2010,
CIMECO received a pro forma income tax
assessment from the AFIP for fiscal periods 2003
through 2007, as a consequence of AFIP’s
challenge to CIMECO’s income tax assessments
for the periods 2000 through 2002 mentioned
above. CIMECO filed a response before AFIP,
rejecting such assessment and requesting the
suspension of administrative proceedings until
the Federal Tax Court renders its decision on the
merits.

During 2011, the AFIP served CIMECO
with a notice stating the income tax charges
assessed for years 2003 through 2007 and
ordering the initiation of summary proceedings.
The AFIP’s assessment shows a difference in its
favor in the Income Tax liability for the periods
indicated above for an amount in excess of
the amount that had been estimated originally,
as a result of the method used to calculate
certain deductions. CIMECO responded to the
assessment rejecting all of the adjustments and
requesting that the proceedings be rendered
without effect and filed, with no further actions
to be taken.

c. On September 10, 2010, the AFIP served
TRISA with a notice with objections to
its income tax assessment, with respect to the
application of the withholding regime
set forth under the section following section
69 of the Income Tax law, for fiscal years
2004, 2005 and 2006. If AFIP’s position
prevails, TRISA’s contingency would amount
to approximately Ps. 28.9 million, out of
which Ps. 9.3 million would correspond
to taxes on dividend payments made during
those years, Ps. 6.5 million to a 70% fine

254

on the omitted tax, and Ps. 13.1 million to
late-payment interest.

TRISA and its legal and tax advisors believe that
TRISA has strong grounds to defend its position
and that AFIP’s challenges will not be admitted
by the Federal Tax Court. Accordingly, TRISA
has not booked a provision in connection with
the effects such challenges may have.

d. On August 13, 2012, the parent company
GC Dominio S.A. was served notice of a claim
brought by the Argentine Superintendency of
Legal Entities (IGJ) whereby that agency seeks to
annul the registration with the Public Registry of
Commerce of the appointment of GC Dominio
S.A.'s authorities, approved at the Shareholders’
Meeting held on May 17, 2011. The claim is
pending before the Federal Court of First
Instance on Commercial Matters No. 25, Clerk’s
Office No. 49 (“Inspección General de Justicia v.
Dominio S.A. on/Ordinary”, File No. 58652).
The claim brought by the IGJ seeks to annul the
registration with IGJ of the appointment of GC
Dominio S.A.'s authorities, approved at the
Annual Ordinary General Shareholders’ Meeting
of GC Dominio held on May 17, 2011. The
appointment was registered with the IGJ on
April 23, 2012 under No. 7147, Book No. 59 of
Share Companies. According to the IGJ and as
the case file is said to show, GC Dominio has
allegedly failed to comply with certain
regulations applicable to foreign shareholders
upon registration of the appointment of
authorities. Also within the framework of this
claim, the Court issued an injunction in favor of
the IGJ ordering that the existence of this claim
be duly noted. The Court of Appeals has
confirmed the decision to order that the
existence of this claim be duly noted.

which entails the right to be heard and to
produce evidence to contradict a claim. GC
Dominio S.A. has appealed such injunction
because it considers that the IGJ has not shown
that its legal arguments are, at least, plausible.

e. As a result of a report on suspicious activities
reported by the Argentine Federal Revenue Service
(“AFIP”) concerning transactions carried out
between the Company and some subsidiaries, the
Financial Information Unit (“FIU”) pressed
criminal charges for alleged money laundering.
The action is now pending before Federal Court
No. 9, under Dr. Luis Rodriguez. The FIU has
pressed charges against the Company and its
directors for alleged money laundering activities
related to the trading of shares between the
Company and some of its subsidiaries. The
Company has appointed defense attorneys and has
requested a copy of the file to understand the
details of the charges. The FIU is acting as plaintiff
in this case. One of the Company's directors made
a spontaneous appearance and filed a response and
produced documentary evidence. Certain charges
pressed by Representative Di Tullio were also
added to the case. In addition, the Prosecutor
requested that the charges be investigated and that
certain evidentiary measures be taken which have
not yet been fulfilled as of the date of these
financial statements.

255

past members of the board of directors and
supervisory commission who are subject to the
summary proceedings, duly filed their respective
responses.

g. The subsidiary AGEA received several
inspections from the AFIP aimed at verifying
compliance with the so-called competitiveness
plans implemented by the National Executive
Branch. After several reports issued by the AFIP
and the corresponding Resolutions issued by the
Ministry of Economy, such agencies allege that
certain acts performed by AGEA during 2002
lead to the nullity of some of the benefits
granted under said plans, including adjustments,
for an estimated total amount of Ps. 61 million.
In April 2013, AGEA was served with AFIP
Resolution No. 03/13, whereby such agency
decided to exclude AGEA from the Registry of
Beneficiaries of the Competitiveness and
Employment Generation Agreements under the
Cultural Sector Agreement, as from March 4,
2002. The AFIP ordered the restatement of the
tax returns and the remittance of the
corresponding amounts. AGEA filed an appeal
against such resolution. Notwithstanding the
foregoing, in re “AEDBA and Other v. Ministry
of Economy Resolution No. 58/10”, the Federal
Court on Administrative Matters No. 6 issued
an injunction ordering AFIP to refrain from
initiating and/or continuing with the
administrative proceeding/s and/or any act that
would entail the enforcement of the amounts
payable under Resolution No. 3/13, until a final
decision is rendered. Notwithstanding the
foregoing, AGEA cannot assure that the appeal
will be resolved in its favor.

present date- and against that company's Head
of Market Relations, for an alleged failure to
comply with the duty to inform that AGEA was
a co-defendant in re “CONSUMIDORES
FINANCIEROS ASOCIACION CIVIL PARA
SU DEFENSA AND OTHER V. GRUPO
CLARIN S.A. AND OTHER on EXPEDITED
SUMMARY PROCEEDING” (File No.
065441/08). The summary proceeding is
grounded on an alleged failure to comply with
Article 5, subsection a), the first part of
Article 6 and Article 8, subsection a) part V) of
the Annex to Decree No. 677/01; with Articles
1, 2 and 3, subsection 9) of Chapter XXI of
the REGULATIONS (T.R. 2001 as amended)
-now Article 1 of Section I, Chapter I, Title
XII of the REGULATIONS (T.R. 2013 as
amended); with Articles 2 and 3 subsection 9)
of Section II, Chapter I, Title XII of the
REGULATIONS (T.R. 2013 as amended);
with Article 11 subsection a.12) of Chapter
XXVI of the REGULATIONS (T.R. 2001
as amended) -now Article 11 subsection 13) of
Section IV, Chapter I, Title XV of the
REGULATIONS (T.R. 2013 as amended);
with Article 99 and 100 of Law No. 26,831;
and with Articles 59 and 294 subsection 9) of
Law No. 19,550. AGEA, and the current
and past members of the Board of Directors
and supervisory commission who are subject to
the summary proceedings, duly filed their
respective responses. On February 11, 2015,
the preliminary hearing was held pursuant to
Article 8, subsection b.1.), Title XIII,
Chapter II, Section II of the Regulations (T.R.
2013, as amended). On August 19, 2015,
the company submitted the legal brief for the
discovery stage.

j. On February 27, 2013, the AFIP served IESA
with a notice stating the income tax and value
added tax charges assessed for fiscal period 2008
and ordering the initiation of summary
proceedings for alleged omitted taxes. The AFIP
mainly challenged the deduction of certain
expenses and fees, as well as the calculation of
the corresponding tax credit. IESA filed an
appeal in connection thereto, which is currently
pending before the National Tax Court. The
official assessment amounts to Ps. 1.4 million for
income tax and Ps. 3 million for late-payment
interest, calculated as of December 31, 2015.

The official value-added tax assessment amounts
to Ps. 0.8 million for tax differences and Ps. 1.8

256

million for late-payment interest, calculated as of
December 31, 2015.

The official value-added tax assessment amounts
to Ps. 0.4 million for tax differences and Ps. 1.1
million for late-payment interest, calculated as of
December 31, 2015.

IESA and its legal and tax advisors believe that it
has strong arguments in its favor to defend the
criterion adopted in its tax returns.

10.3 Other Claims and Disputes
a. On June 22, 2007, TSC executed several
documents with AFA, applicable from the
2007/2008 until the 2013/2014 soccer seasons,
whereby TSC held all the broadcasting rights for
ten of the Argentine soccer first division official
tournament matches played each week.

AFA summoned the National Government as a
third party, and the National Government was
incorporated to the proceedings. The National
Government requested that the case be
submitted to the Court on Federal
Administrative Matters. The request was
dismissed by the Commercial Court of Appeals,
which ratified the jurisdiction of the
Commercial Court.

The National Government filed an appeal in
connection with the jurisdictional conflict with

the Supreme Court of Argentina, which
dismissed the appeal and ordered that the file be
submitted to the Court of First Instance for the
initiation of discovery proceedings.

b. On January 31, 2012, FADRA informed
Grupo Carburando’s subsidiary Mundo Show
S.A. of the unilateral rescission of the agreement
executed in 2006 whereby FADRA assigned to
that company the rights comprising image,
sound and static advertising of motor racing at
the road racing events Turismo Carretera and TC
Pista until December 31, 2015. Mundo Show
S.A. has challenged and rejected FADRA’s
unilateral rescission of the agreement. In light of
the events, Mundo Show S.A. will not be able to
sell or export the audiovisual and static
advertising rights of the above-mentioned motor
racing events. Therefore, in 2012 an allowance
was set up for impairment of goodwill and other
assets related to such agreement of approximately
Ps. 17 million. On July 17, 2013, some of the
Company's subsidiaries executed an agreement
in order to settle the legal actions brought as a
consequence of the termination of TV
broadcasting rights and sponsorship agreements
relating to the Turismo Carretera and TC Pista
road racing events, whereby FADRA undertook
to pay damages for an aggregate and final
amount of Ps. 16.5 million in 23 monthly and
consecutive installments. In addition, it assigned
all of its equity interest in TCM, which
represents 20% of its capital stock and votes.
The parties also settled the claims brought
against FADRA in re "Mundo Show v. FADRA
on pending cash collection, File No.
10041/2012", whereby FADRA paid Ps. 1.5
million in exchange for the dismissal of the legal
actions.

c. Pursuant to a notarial certificate issued on
September 19, 2008, AGEA and the Company
were served with a legal action brought by an
entity representing consumers and alleged
financial victims (and by six other individuals).
Claimants are Multicanal noteholders who claim
to be allegedly affected by Multicanal’s APE. The
claim is grounded on a Consumer Defense Law
that, in general terms, provides for an ambiguous
procedure that is very strict against the
defendant.

The Company, AGEA and certain directors and
members of the supervisory committee and
shareholders have been served with the claim.

257

After rejecting certain preliminary defenses
presented by the defendants, such as the
application of statutes of limitation and the
failure to comply with prior mediation
procedures, the claim followed ordinary
procedure and the above-mentioned persons
duly filed their respective responses.

d. On September 16, 2010 the Company
was served with a claim brought against it by
Consumidores Financieros Asociación Civil
para su Defensa. The plaintiff claims a
reimbursement of the difference between the
value of the shares of the Company purchased
at their initial public offering and the value
of the shares at the time a decision is
rendered in the case. The Company has duly
responded to the claim and the intervening
Court has deemed the claim responded.

e. On April 25, 2013 Grupo Clarín S.A. held
its Annual Ordinary Shareholders' Meeting.
As a result of the issues raised at this Meeting,
some of the permanent directors informed
the Company that they had pressed criminal
charges against the representatives of the
shareholder ANSES and of the CNV (Messrs.
Reposo, Kicillof, Moreno, Vanoli, Fardi and
Helman) for making statements and intellectual
constructions which, under the appearance of
being included in the new regulations of the
Argentine Capital Markets Law, only sought to
discredit the Board of Directors and caricature
its management, creating pretexts that may
lead to an intervention of the Company without
judicial control pursuant to the new powers
vested on the CNV by Capital Markets Law
No. 26,831. On April 26, 2013, the Board of
Directors decided to press charges on the
same grounds.

Consequently, the Company sent a letter to
the CNV, in which it clearly stated that
what had happened at that Meeting could
not be considered in any way as an
acknowledgment of the legitimacy of the
powers vested on the CNV by Law No. 26,831
and/or the regulations that may be issued
in the future. The letter also stated that the
Company reserved its right to file the pertinent
legal actions at any time to request the
declaration of the evident unconstitutionality
of that law. It also requested the CNV to
refrain from performing any act or issuing any
resolution that would lead to the execution

of the plan of which they had been accused
before the courts.

f. On May 30, 2013, Pem S.A. was served notice
of a claim in re “TELEVISORA PRIVADA
DEL OESTE S.A. v. GRUPO CLARÍN S.A.
AND OTHERS on ORDINARY” File No.
99078/2011, which is pending before the
Federal Commercial Court No. 16 of First
Instance, Clerk’s Office No. 32. The claim seeks
damages resulting from certain decisions made
with respect to Televisora Privada del Oeste S.A.
Cablevisión and the Company, among others,
are defendants in such lawsuit. Cablevisión was
served with the claim and filed a response in due
time and form. Notice of the claim is being
served on the other co-defendants. According to
the Company’s legal advisors, the chances of
success of the claim are low because the damages
claimed are clearly overstated, the actual damage
invoked does not exist and the claim is
procedurally inappropriate, on both a factual
and legal basis. Pem S.A. filed a response and, to
date, the judge has not ordered discovery
proceedings yet because the claim has not been
served on the other defendants. In view of the
level of conflict that has arisen among the parties
and the length of time it is taking to reach a
solution, Cablevisión cannot ascertain the
outcome of this claim.

g. In March 2012, ARTEAR brought a
summary action for the protection of
constitutional rights against the National
Government (Chief of the Cabinet of Ministers
and Secretariat of Public Communication) and
against Messrs. Juan Manuel Abal Medina and
Alfredo Scoccimarro, in order to request that the
National Government cease in the arbitrary and
discriminatory allocation of official advertising
with respect to Arte Radiotelevisivo Argentino
S.A. ARTEAR requested (i) that the court order
the maintenance of a balanced allocation with
respect to the amount of official advertising
received in previous years, and in particular prior
to 2008, and with respect to the amount of
official advertising allocated to other broadcasters
of similar characteristics, and (ii) that the
conduct of the above-mentioned officials be
declared illegitimate, on account of their having
abusively exercised their discretional power to
manage public funds destined to official
advertising, discriminating against Canal 13,
which is owned by ARTEAR.

258

On February 11, 2014, the Supreme Court of
Argentina decided in re “Arte Radiotelevisivo
Argentino S.A. v. National Government - Chief
of the Cabinet of Ministers and Media
Secretariat on summary action for the protection
of constitutional rights (acción de amparo) Law
No. 16,980” to confirm the decision rendered in
that respect by Chamber No. 4 of the National
Court of Appeals on Federal Administrative
Matters. This Court admitted the summary
action brought by ARTEAR and ordered the
National Government to provide for the drafting
and submission to the first instance court of a
scheme for the allocation of official advertising
that included the broadcasters with
characteristics analogous to those of ARTEAR.
Among those broadcasters, the Court of Appeals
included América TV S.A. (Canal 2), Telearte
S.A. (Canal 9), Televisión Federal S.A. (Canal
11), ARTEAR (Canal 13) and SNMP S.A. and
RTA S.E. (Canal 7). The allocation scheme must
faithfully conform to the guidelines of
proportionality and equity set forth in the
ruling. The term for submitting the allocation
scheme was set at thirty days after that decision
became final. As of the date of these financial
statements, ARTEAR brought two claims for
non-compliance with that decision before the
National Court of First Instance on Federal
Administrative Matters No. 12, Clerk’s Office
No. 23. ARTEAR obtained a favorable decision
and, as of the date of these financial statements,
the Court of Appeals is reviewing the judge's
decision and considering ARTEAR’s request that
fines be imposed on the defendant for not
complying with the Supreme Court’s decision.

After ARTEAR had filed several complaints
denouncing non-compliance with the decision
rendered by the Supreme Court, the judge of the
National Court of First Instance on Federal
Administrative Matters No. 12, Clerk’s Office
No. 23 admitted these complaints in June 2015.
The judge held that the defendant had not
complied with the Supreme Court's decision and
ordered that it begin to comply going forward.

h. The claimants representing media companies
in re “AEDBA and Other v. National
Government - Decree No. 746/03 - AFIP on
Incidental Procedure” pending before the Court
on Federal Administrative Matters No. 4
requested that media companies represented by
the claimants be granted the right to have a
differential VAT regime as undertaken by the

National Government under Decree No. 746/03
and the rules and regulations issued in
connection thereto.

On October 30, 2003, a preliminary injunction
was issued in connection with the above-
mentioned file, ordering the National
Government to maintain the effectiveness of the
benefit granted under Decree No. 746/03. The
National Government filed an appeal against
that decision and on November 6, 2008, the
Court of Appeals granted the request to have the
injunction revoked, among other things. On
November 27, 2008, the claimants filed an
appeal with the Supreme Court of Argentina
requesting the suspension of the enforcement of
such ruling.

On October 28, 2014, the Supreme Court of
Argentina issued a ruling in connection with the
above-mentioned file, whereby it declared the
appeal formally admissible and thus confirmed
the effectiveness of the above-mentioned
preliminary injunction. In the recitals of its
ruling, the Supreme Court stated that: (i) as of
the date of the decision, the Executive Branch
had not yet established any regime to replace the
so-called competitiveness and employment
generation agreements; (ii) the differential VAT
regime provided under Law No. 26,982 was
only applicable to small media companies, not to
all media companies; (iii) the tax policy must
not be biased and cannot be used as a way to
curtail freedom of speech; (iv) the alternative
solution that had to be sought ruled out, as a
matter of principle, the application of the
general regime; (v) even though the merits have
not been decided upon (differential VAT
regime), the injunction that had been issued in
connection thereof shall remain effective until
such a solution to the matter is reached; (vi) the
legal entities that met the obligations within the
scope of the injunction shall not be deemed
delinquent; and (vii) the judge of the first
instance court shall render an urgent decision on
the merits.

259

because only the Legislative Branch is
empowered to do so; that, pursuant to the
enactment of Law No. 26,982, the obligation
undertaken by the Executive branch has already
been met since the differential VAT rates have
already been set and, therefore, the claim is
moot; that, based on the decision rendered by
the Supreme Court of Argentina, the companies
cannot be deemed delinquent.

On December 3, 2015, the Supreme Court of
Argentina dismissed the appeal filed by the
Executive Branch. Therefore, the decision
rendered by the Court of Appeals became firm
and final.

Government - Decree No. 746/03 - AFIP on
Autonomous Preliminary Injunction”, in respect
of which the Supreme Court of Argentina
rendered a decision on October 28, 2014. These
associations had requested a preliminary
injunction ordering the Executive Branch to
maintain the effectiveness of the benefit of
calculating employer’s contributions as tax credit
on VAT, pursuant to Decree No. 746/03, for the
companies that belong to these associations, or
else, as a default argument, ordering the AFIP to
refrain from claiming payment on the
corresponding taxes. In addition, the Court
confirmed the decision on the extended
preliminary injunction stating that,
notwithstanding the decision, the claimants shall
not be deemed delinquent within the framework
of the preliminary injunction. On October 1,
2015, Chamber II of the Court of Appeals on
Federal Administrative Matters admitted the
appeals filed by the claimants and revoked the
decision rendered by the Court on Federal
Administrative Matters No. 4, ordering that the
effectiveness of the preliminary injunction be
maintained and authorizing the calculation of
employer’s contributions as tax credit on VAT
until the Executive Branch complies with the
provisions of Decree No. 746/03.

On December 3, 2015, the Supreme Court of
Argentina dismissed the appeal filed by the
Executive Branch. Therefore, the decision
rendered by the Court of Appeals became firm
and final.

As a result of the foregoing, AGEA and some of
its subsidiaries and Radio Mitre started to
calculate employer’s contributions as tax credit
on VAT as from November 2014.

As a result of the foregoing, ARTEAR and some
of its subsidiaries started to calculate employer’s
contributions as tax credit on VAT as from July
2015.

i.On October 3, 2014, ARTEAR and some of its
subsidiaries submitted a request to join the
Association of Argentine Private Broadcasters
(“ARPA”, for its Spanish acronym), which
became effective as from June 2015. As a result
of the above-mentioned incorporation, that
company became eligible to enjoy the benefit,
provided under Decree No. 746/03, of
calculating employer’s contributions as tax credit
on VAT.

ARPA is a party to “Association of Newspaper
Publishers of the City of Buenos Aires (AEDBA,
for its Spanish acronym) and other -ADIRA,
AAER, ATA AND ARPA- v. National

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find such an alternative solution, it shall
maintain the effectiveness of the regime
established under Section 52 of Decree No.
1,387/01 (cfr. fs.2/12).

On October 1, 2015, Chamber II of the Court
of Appeals on Federal Administrative Matters, in
a single joint decision in re “AEDBA and other
v. National Government - Decree No. 746/03 -
AFIP on Incidental Procedure”, decided that,
among other things, even though ATVC was not
among the claimants that had been granted an
injunction in the other two related cases, as
mentioned above, the situation was also
applicable to other associations in that sector,
therefore, the decision shall also apply to this
association. Under these conditions, the claims
brought by the claimants shall be admitted - in
the joinder of the three claims - and the
claimants and the companies represented by
them are entitled to have a differential VAT
regime applicable to the sectors involved which
shall be created, enforced and regulated by the
authorities duly empowered by the Constitution
to such end. This regime shall guarantee the full
exercise of the rights recognized under Section
14 of the National Constitution, as well as the
maintenance of the exception provided under
Section 2 of Decree N° 746/03 from the repeal
of Section 52 of Decree No. 1,387/01. On
December 3, 2015, the Supreme Court of
Argentina dismissed the appeal filed by the
Executive Branch. Therefore, the decision
rendered by the Court of Appeals became firm
and final.

As a consequence, Cablevisión and its
subsidiaries started to calculate employer’s
contributions as tax credit on VAT as from
September 2015.

10.4 Matters concerning Papel Prensa:
I. Papel Prensa has several disputes pending
before the Commercial Court of Appeals of the
City of Buenos Aires as a consequence of CNV
Resolution No. 16,222. Pursuant to said
Resolution, the CNV declared that certain
decisions of Papel Prensa’s Board of Directors
were irregular and with no effect for
administrative purposes. The Resolution
challenged the Board’s fulfillment of the
formalities required in the preparation,
transcription and execution of meeting minutes
on the relevant corporate books. On June 24,
2010, in File No. 75,479/09, the Commercial

Court of Appeals of the City of Buenos Aires,
Chamber C, decided to nullify CNV Resolution
No. 16,222. On the basis of Resolution No.
16,222, the CNV has questioned subsequent
decisions of Papel Prensa’s Board and of its
Shareholders. In response, Papel Prensa has
brought several administrative claims against the
CNV, questioning its position. All of such claims
were decided in Papel Prensa’s favor by the
Commercial Court of Appeals of the City of
Buenos Aires. Consequently, the CNV’s
decisions were nullified. Furthermore, the
Commercial Court of Appeals, Chamber C,
dismissed the appeals filed by the CNV before
the Supreme Court of Argentina against the
Court of Appeals’ decisions. The CNV filed a
direct appeal before the Supreme Court.

As a consequence of the above, Papel Prensa has
continued with the criminal proceedings brought
against certain public officials.

On February 1 and 4, 2010, the Secretary of
Domestic Trade, Mario G. Moreno, and the CNV,
respectively, requested the judicial intervention of
Papel Prensa before the commercial justice. Such
claims were pending before the Federal
Commercial Court of First Instance No. 2, Clerk’s
Office No. 4, temporarily under judge Dr.
Eduardo Malde, who, on March 8, 2010, issued
an injunction whereby he suspended certain
decisions adopted at meetings of the Board of
Directors and at Shareholders Meetings held on or
after November 4, 2009. Judge Malde also
appointed a co-administrator without removing
the members of the previous corporate bodies.
Papel Prensa filed an appeal, which the
Commercial Court of Appeals, Chamber C,
resolved in Papel Prensa’s favor, by revoking the
injunction on August 31, 2010. On December 7,
2010 the same Chamber C dismissed the appeals
filed by the CNV and the National Government
before the Supreme Court of Argentina against the
Court of Appeals’ decision. Both the CNV and the
National Government filed direct appeals against
such decision.

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Government. Therefore, the decision rendered
by the Court of Appeals that revoked the
corporate intervention of Papel Prensa became
final, with full force and effect.

None of the claims mentioned in the above
paragraphs had a material effect on AGEA's
financial and economic condition as of
December 31, 2015.

III. Papel Prensa suspended its operations with
related parties between March 9 and April 21,
2010 pursuant to an injunction issued on March
8, 2010 by Judge Malde. In his ruling, Judge
Malde decided to suspend the Board of
Directors’ resolution of December 23, 2009,
which had approved the terms and conditions of
transactions with related parties for the year
2010. On April 21, 2010, the Board of
Directors of Papel Prensa, following a proposal
made by the court-appointed supervisor
(interventor) and co-administrator, approved the
resumption of such company’s transactions with
related parties under provisional conditions for
as long as the decision rendered by the Board on
December 23, 2009 remained suspended and/or

until Papel Prensa’s corporate bodies established
a business practice to follow with related parties.

At a meeting held on December 23, 2010, Papel
Prensa’s Board of Directors approved new
conditions that must be fulfilled for the
recognition and payment of volume discounts
that may be applicable to related parties in
connection with purchases of paper made as
from April 21, 2010. These new conditions are
as follows: (i) the lifting of the provisional
suspension of the resolutions adopted by the
Board at the meeting of December 23, 2009, as
explained in the previous paragraph, and (ii) the
resolution or end, by any means, of any state of
uncertainty that may eventually exist about the
conditions approved by Papel Prensa’s Board in
the first item of the agenda of the meeting held
on April 21, 2010, as a consequence of the claim
brought by the National Government in re
“National Government - Secretariat of Domestic
Trade - v./ Papel Prensa S.A.I.C.F. y de M. on/
Ordinary”, File No. 97,564, currently pending
before Federal Commercial Court of First
Instance No. 26, Clerk’s Office No. 52. Under
this proceeding, the National Government seeks
to obtain, among other things, a declaratory
judgment of nullity of the provisional conditions
for the resumption of transactions with related
parties in connection with the purchase and sale
of paper that was approved by the Board of
Papel Prensa in the first item of the agenda of
the above mentioned meeting held on April 21,
2010.

262

in the claim brought by Papel Prensa against the
constitutionality of SCI Resolution No. 1/2010,
or to the final nullification of such Resolution
No. 1/2010 in any other way or by any other
legal means, whichever occurs first. In view of
the decisions rendered in this case, the
substantive claim, in this aspect, is now subject
to the outcome of the claim brought by Papel
Prensa against the constitutionality of Law No.
26,736. With respect to related parties, the
Board of Directors of Papel Prensa approved the
same sales policy and conditions as those
approved for the other customers in general.

The commercial policy approved by Papel Prensa
was affected by Law 26,736 -effective as from
January 5, 2012- which declared that the
production, sale and distribution of wood pulp
and newsprint were matters of public interest
and set forth the regulatory framework to be
adopted by the producers, sellers, distributors
and buyers of such inputs. Among other things,
the Law set limits and established conditions
applicable to Papel Prensa for the production,
distribution and sale of newsprint (including a
formula to determine the price of paper), and
created the National Registry of Producers,
Distributors and Sellers of Wood Pulp and
Newsprint where all producers, sellers,
distributors and buyers shall be registered as a
mandatory requirement in order to produce, sell,
distribute, and/or purchase newsprint and wood
pulp as from the enactment of the Law. It also
contains a series of temporary clauses, specifically
and exclusively addressed to Papel Prensa,
whereby Papel Prensa is forced to make
investments to meet the total national demand
for newsprint - excluding from this requirement
the other existing company that operates in the
country with installed capacity to produce this
input. The Law also provides for the
capitalization of the funds eventually contributed
by the National Government to finance these
investments for the purposes of increasing the
equity interest and the political rights of the

National Government in Papel Prensa,
contravening public order regulations contained
in Law 19,550 and disregarding several
constitutional rights and guarantees of Papel
Prensa and its private shareholders.

On February 10, 2012, AGEA registered with
the National Registry of Producers, Distributors
and Sellers of Wood Pulp and Newsprint
(Record No. 63 in File No. S01:0052528/12),
clearly stating that the decision to register shall
not be construed as an acknowledgment or
conformity with the legitimacy of Law 26,736,
Resolution No. 9/2012 issued by the Ministry of
Economy and Public Finance and SCI
Resolution No. 4/2012 issued in connection
with such Law and/or any other issued in the
future, since they seriously affect several rights
and guarantees of AGEA which are recognized
and protected by the Argentine National
Constitution.

IV. On September 12, 2011, the CNV issued
Resolution No. 16,647 whereby it rendered
irregular and with no effect for administrative
purposes the decisions made by Papel Prensa’s
Board of Directors at the meetings held on July
20, 2011 and August 5, 2011. At those meetings,
the Board of Directors had called two
shareholders’ meetings, to be held on September
27, 2011 and September 15, 2011, respectively.
Notwithstanding the fact that Resolution No.
16,647 was appealed by Papel Prensa and is
therefore not final, on September 15, 2011,
Commercial Court No. 5, Clerk’s Office No. 9,
issued an injunction with respect to the Board of
Directors' decisions to call the two shareholders’
meetings. The injunction had been requested by
the shareholders Arte Gráfico Editorial Argentino
S.A., Compañía Inversora en Medios de
Comunicación (CIMECO) S.A., and S.A. La
Nación. Given that the issuance of the injunction
validated Papel Prensa’s decision to call the two
shareholders’ meetings, both were held as
originally scheduled. Nevertheless, and based on
the above Resolution No. 16,647, on October
13, 2011 the CNV issued Resolution No. 16,671
rendering irregular and with no effect for
administrative purposes all of the decisions made
at Papel Prensa’s Shareholders’ Meetings held on
September 15, 2011 and September 27, 2011.
Papel Prensa filed an appeal against Resolution
No. 16,671, which is, therefore, not final. Also
based on Resolution No. 16,647, on November
16, 2011, the CNV issued Resolution No.

263

16,691 whereby the CNV rendered irregular and
with no effect for administrative purposes the
decisions made at the Board of Directors’
Meeting held on October 3, 2011 and the call
for the Board of Directors’ meeting on November
17, 2011. Such Resolution is not to be deemed
final since Papel Prensa filed an appeal and
requested its nullification. In this sense, of
particular note is that: (i) at the hearing held
before Federal Commercial Court No. 26 of First
Instance, Clerk’s Office No. 52, the National
Government, Papel Prensa, AGEA, Compañía
Inversora en Medios de Comunicación
(CIMECO) S.A. and S.A. La Nación agreed,
among other things, on the composition of the
company’s corporate bodies, and in particular on
the recognition of the authorities appointed by
the private shareholders at Papel Prensa’s
Shareholders’ meeting held on September 27,
2011, as well as on the agenda to be addressed at
the meeting of Papel Prensa’s Board of Directors
of October 3, 2011, which had been the subject
matter of Resolution No. 16,691; and (ii) at the
hearing held in April 2012 before the same
Commercial Court the National Government,
Papel Prensa, AGEA, Compañía Inversora en
Medios de Comunicación (CIMECO) S.A. and
S.A. La Nación, with the assistance of the
Argentine Securities Commission, agreed to
request the court to order a shareholders’ meeting
with an agenda substantially similar to that of
Papel Prensa's Shareholders' Meeting held on
September 27, 2011. The request was granted by
the intervening judge and the meeting was
scheduled for August 29, 2012.. The meeting
began on that date but, as a consequence of
certain disturbances provoked by the
representative of the National Government, the
private shareholders that were present at the
meeting decided to adjourn it for 48 hours
without addressing the agenda. After that, and
notwithstanding the resolution adopted at the
meeting, on August 31, 2012 Judge O`Reilly
decided to order that the adjourned meeting
would resume on September 25, 2012. However,
the meeting was not held because the Judge
subsequently held that the appeals filed against
other points of her decision resulted in the
suspension of every point of the decision she had
rendered, including the new date scheduled for
the meeting, even though all appellants had
consented to that point.

On June 12, 2014, the Court of Appeals decided
to postpone rendering a decision on the appeals

filed until the court-convened shareholders’
meeting that began on August 29, 2012 had
been resumed and closed, ordering Judge
O’Reilly to decide on the pending issues and to
order the shareholders to resume that meeting.
On December 4, 2014, the Judge called Papel
Prensa, the CNV, and the shareholders of
AGEA, the National Government, SA La
Nación and CIMECO to a hearing to be held
on May 6, 2015, in order to proceed as ordered
by the Court of Appeals. In light of the above,
the new date for resuming that meeting may not
be set until Judge O’Reilly has complied with
the decision rendered by the Court of Appeals.

V. On June 6, 2013, the Board of Directors of
the CNV issued CNV Resolution No. 17,102,
within the framework of the Administrative File
No. 1032/10, whereby it required that: (i)
certain members of Papel Prensa's Supervisory
Committee and statutory auditors be imposed a
fine of Ps. 150,000 each; and (ii) Papel Prensa,
certain members of its Board of Directors, one
member of its Supervisory Committee and the
members of its Oversight Board (all of them
representatives of Papel Prensa's private
shareholders) be imposed a joint and several fine
of Ps. 800,000. Papel Prensa and its other
current and former officers appealed the fine in
due time and form. In the same appeal, they
requested an injunction to change the effect of
their appeal and suspend the application of the
fine. On October 11, 2013, Chamber No. 5 of
the Federal Court on Administrative Matters
denied this request, which was considered
unnecessary in the light of the settlement of the
fine by the claimants, as informed below.
Notwithstanding the above, on June 19, 2013,
the Company asked the CNV to suspend the
application of the fine until a decision was
rendered by the Court of Appeals with respect to
the injunction. The request was denied. On June

264

28, 2013, the fine was paid under protest in
order to prevent its coercive enforcement by the
CNV; given that, under the new Capital
Markets Law No. 26,831, appeals may be
admitted without suspension of judgment.

VI. AGEA has not recorded any impact in
connection with the foregoing, since its effects
shall depend on the final outcome. Such effects
are not expected to be material to these financial
statements.

Note 11

Regulatory Framework
11.1 Audiovisual Communication Services Law.

11.1.1. Law No. 22,285.
The subsidiaries of Grupo Clarín that render
audiovisual communication services are holders
of licenses that were originally awarded under
the regime established by Law No. 22,285. The
COMFER was the enforcement authority
established by that law. Under Law No. 22,285
audiovisual communication service companies in
Argentina required a non-exclusive license from
the COMFER in order to operate. Other
approvals were also required, including, for some
services, authorization by municipal agencies.

The multiple license regime established under
Law No. 22,285 allowed licensees to hold at the
national level up to twenty-four (24) sound or
television broadcasting licenses and did not set
any limits to the ownership of subscription
television services located in several areas. At the
local level, one individual or legal entity could
have up to one sound broadcasting license, one
television license and one subscription television
license. In this last case, FM broadcasting
services were not included in this limit if they
were broadcast from the same station and
location as the AM broadcasting services.

originally granted to Cablevisión (with an
extended term that originally expired on March
31, 2006), have already been extended for the
above-mentioned 10-year term.

COMFER Resolution No. 275/09 lifted a
suspension of license grants that had been
ordered by COMFER Resolution No. 726/00
and approved the Rules governing the licensing
of Broadcasting and Supplementary Services by
means of a physical link, and set a term to apply
for licenses under an abbreviated procedure.
Therefore, Cablevisión and certain subsidiaries
purchased bidding forms to apply for new
licenses through this option in such locations
where they had not obtained the suspension of
the term ordered by Decree No. 527/05, since
the terms of those licenses had expired.

However, by declaring the Proposal submitted by
Cablevisión formally admissible through
Resolution No. 193/AFSCA/2014, the

265

Enforcement Authority recognized the direct
and indirect ownership of the subscription
television services mentioned in the Proposal
(See Note 11.4.1.).

The same applied to cable TV networks, which
could only own the so-called “local channel”,
which was mandatory for every license
• Mandatory quotas for certain types of content.

11.1.2. Law No. 26,522
The Audiovisual Communication Services Law
(Law No. 26,522, LSCA, for its Spanish
acronym) was passed and enacted on October
10, 2009, subject to strong concerns over its
content and enactment procedure. Even though
the new Law became effective on October 19,
2009, not all of the implementing regulations
provided by the law have been issued. Therefore,
Law No. 22,285 still applies with respect to
those matters that to date have not been
regulated, until all terms and procedures for the
regulation of the new law are defined.

The new law introduced, among other things,:

• A license award and review scheme that
granted wide discretion to the Executive Branch,
• A 10-year limitation to the terms of licenses,
with a one-time non-renewable extension,
• The non-transferability of authorizations and
licenses,
• A regulatory framework and registration
requirements for signals, production companies
and advertising agencies,
• A multiple license scheme that: i) restricted
to 10 the number of Audiovisual
Communication Service licenses, plus a single
broadcasting signal for radio, broadcast TV and
subscription cable TV services that made use
of the radio spectrum; ii) restricted the licensing
of subscription broadcasting services rendered
by means of a physical link (cable), limiting the
number of licenses to 24; iii) set forth a further
restriction on these services, which could not
be provided to more than 35% of all inhabitants
or subscribers nationwide; iv) established that a
broadcast TV signal and a cable TV signal could
not be simultaneously exploited in the same
location, and v) established that broadcast TV
networks could only own one cable TV signal.

Also controversially, the law imposed
retroactive effects by requiring holders of current
broadcasting licenses - which had been
legitimately acquired rights under Law No.
22,285 as amended - to conform to the new
law within the term of one year counted
as from the time certain mechanisms required
for implementation were set in place.

The Executive Branch regulated most
sections of the LSCA by means of Decree No.
1,225/2010. The most notably arbitrary
provision of this decree is the highly
discretionary mandatory divestiture system
provided by the regulation of Section 50
of the Audiovisual Communication Services
Law, with evident confiscatory effects.

Several concerns were expressed about this law,
which was understood to have defects that
rendered it unconstitutional; to damage seriously
the development of the audiovisual industry and
to restrict fundamental freedoms. Even though
some claimants, including Grupo Clarín and its
main subsidiaries, made court filings on that
basis, which led to the provisional suspension
with respect to Grupo Clarín and certain
subsidiaries of Section 161 of the LSCA until a
final decision was rendered, on October 29,
2013, the Company was served with a decision
rendered by the Supreme Court of Argentina
whereby it dismissed the unconstitutionality
claim brought by the Company and certain
subsidiaries, confirming the constitutionality of
the challenged sections, and rejected the claim
for damages as brought under the case file.

This Note should be read in conjunction with
Note 9.3. “Decree No. Nº 267/15”.

11.2 Telecommunication Services.
The regulatory framework of the Argentine
telecommunications sector is undergoing a
process of change. In December 2014, the
Argentine Congress passed Law No. 27,078,
known as the “Digital Argentina Act”, which
partially repealed National Telecommunications
Law No. 19,798. The new law subjects the
effectiveness of Decree No. 764/00, which
deregulated the telecommunications market, to

266

the enactment of four new sets of rules that will
govern the License, Interconnection, Universal
Service and Radio-electric Spectrum regimes.

The law created a new enforcement and
oversight Authority as a decentralized agency
under the jurisdiction of the Executive Branch,
the Information and Communications
Technology Federal Enforcement Authority
(“AFTIC”, for its Spanish acronym).

The new law maintained the obligation to
contribute 1% of telecommunication service
revenues, net of taxes and charges, to be used for
Universal Service investments (this obligation
had been imposed by Decree No. 764/00 on all
service providers as from January 1, 2001), but
the Universal Service Trust Fund was placed
under State control. Until August 2015, the
manager of such trust fund was Banco Itaú
Argentina S.A., which received the requests from
Cablevisión and its merged companies and/or
subsidiaries and related companies that exploited

telecommunication licenses to join the Trust
Agreement.

The Argentine Secretariat of Communications
has yet to decide on the approval of the Project
submitted by Cablevisión on June 21, 2011,
within the framework of SECOM Resolution
No. 9/2011 which created the program
“Infrastructure and Equipment”, whereby
telecommunication service providers were
allowed to submit projects aimed at developing
new infrastructure, updating existing
infrastructure and/or acquiring equipment
for areas without coverage or with unmet
needs, in order to meet the obligation to make
contributions to the Universal Service Trust
Fund for the amounts accrued as from January
2001 until the entry into force of Decree
No. 558/08.

Another innovation of Law No. 27,078 is the
creation of a new public service under the
name “Public and Strategic Infrastructure Access
and Use Service for and among Providers”. The
right of access includes “providers having to
make available to other providers their network
elements, associated facilities or services to
render TIC services, even when such elements
are used to render audiovisual content services.”
Under this scheme, the government seeks
to make private companies that were created
and developed in competition share their
networks with other companies that have not
made any investments.

The foregoing applies to any provider that
has its own infrastructure or networks, because
the term “Associated facilities” is defined as
physical infrastructures, systems, devices,
associated services or other facilities or elements
associated with a telecommunications network
or with TIC Services that enable or support the
provision of services using that network or
service, or that have the potential to do so; and
will include, inter alia, buildings or building
entrances, building wiring, antennas, towers and
other supporting constructions, ducts, masts,
manholes, and cabinets.

Implementing regulations for Law No. 27,078
are still pending. Therefore, the economic
and operational impact that the creation of this
public service may have on Cablevisión,
its merged companies and/or subsidiaries and
related companies cannot be ascertained.

267

Decree No. 677/2015 established the
mechanisms to set up the Enforcement Authority
and some of the directors were appointed.

b) Up to FIFTEEN (15) audiovisual
communication services licenses in the case of
television or sound broadcasting.

This Note should be read in conjunction with
Note 9.3. “Decree No. Nº 267/15”.

2. At the local level:

11.3. Emergency Decree No. 267/15. Convergence.
Emergency Decree No. 267/15 (the “Emergency
Decree”), issued on December 29, 2015 and
published in the Official Gazette on January 4,
2016, creates the National Communications
Agency (ENACOM, for its Spanish acronym)
as a decentralized and autarchic agency
under the jurisdiction of the Ministry of
Communications and vests the new agency
with authority to enforce Laws Nos. 26,522
and 27,078, as amended and regulated.
The ENACOM has all the same powers and
competences as those that had been vested
in AFSCA and AFTIC by Laws Nos. 26,522
and 27,078, respectively.

Among the main amendments introduced by
the Emergency Decree with respect to both laws,
the most remarkable is the repeal of Section
161 of Law No. 26,522 which set forth
the obligation to conform to the provisions of
this law with respect to ownership conditions
and the number of licenses. Section 45 of Law
No. 26,522, which establishes the multiple
license regime, has been significantly amended.
As a result, the Company and its subsidiaries
that are licensees and/or owners of audiovisual
communication services already conform to
the new regulatory framework.

This is so, because the new Decree provides:

“Section 45. Multiplicity of Licenses. In order
to guarantee the principles of diversity, plurality
and respect for local affairs, individuals or
legal entities may hold or have an interest in
companies holding audiovisual communication
service licenses, subject to the following limits:

1. At the national level:

a) ONE (1) sound broadcasting license for
amplitude modulation (AM);

b) ONE (1) sound broadcasting license for
frequency modulation (FM) or up to TWO (2)
licenses when there are more than EIGHT (8)
licenses in the primary service area;

c) ONE (1) broadcast television license.

Under no circumstances may the aggregate
number of the licenses granted in the same
primary service area or set thereof with a high
degree of overlapping exceed the number of
FOUR (4) licenses.”

The audiovisual communication services and/or
registered titles owned by the companies in
which the Company has a direct or indirect
interest do not contravene the new limits
regarding the multiplicity of licenses. In this
sense, at the national level (Part 1 of Section 45),
the Proposal submitted by the Company, which
under the new legal regime became moot,
evidences that the Company is not the holder by
itself or through its subsidiaries and/or related
companies of an audiovisual communication
service license on satellite support (Subsection a
Part 1). On the other hand, the Company has
direct or indirect interests in companies that own
5 broadcast television services and 9 sound
broadcast services; therefore, it also complies
with the limit imposed under the new
Subsection b) of the same Part. At the local level,
the Company does not have interests in licensees
of more than 4 audiovisual communication
services in any locality. The localities where the
Company indirectly holds, always in terms of
indirect ownership, more services are the cities of
Buenos Aires and Córdoba (the latter bears the
same name as the province where it is located).
In both cities it has one broadcast television
channel, one AM broadcast service and one FM
broadcast service, respectively.

Under the new regulatory framework, the
licenses for physical link subscription television
services and for radio-electric link subscription
television services held by certain subsidiaries

268

that had been granted under Laws No. 22,285
and No. 26,522 are now called “Registrations”
for the exploitation of physical link subscription
television services and radio-electric link
subscription television services of a Licencia
Única Argentina Digital.

Pursutant to this amendment (Section 7 of the
Emergency Decree which amends, among
other things, Section 10 of Law No. 27,078),
all the services exploited by Cablevisión and its
subsidiaries are now governed by the Digital
Argentina Act. The only license held by those
companies that could be considered to be
still subject to the LSCA is the registered title
of the signal METRO, since this signal is
broadcast through other services that acquire it
for that purpose, and, therefore, it has a
registration number issued by AFSCA which
must be renewed on an annual basis.

As far as the Company’s subsidiaries are
concerned, the Emergency Decree eliminates:

i) The incompatibility to provide in the same
location broadcast television services and
subscription television services. When
subscription television services are exploited
through physical or radio-electric link,
they will be subject to the Digital Argentina
Act pursuant to Section 7 of the Emergency
Decree which amends, among others,
Section 10 of Law No. 27,078;
ii) The limit of 10 licenses for radio-electric link
subscription television services and 24 licenses
for physical link subscription television services,
which are considered to be TIC services as from
January 4, 2016, date on which the Emergency
Decree became effective; and
iii)The limit that provided that broadcast
television services may not reach more than 35%
of the total national population and the limit
that provided that physical link and radio-
electric link subscription television services may
not reach more than 35% of all subscribers.

Due to the fact that physical link and radio-
electric link subscription television services are
now subject to the Digital Argentina Act:

television services is no longer limited to a
specific territorial area. The same is not the case
with radio-electric link subscription television
services because of the portion of the spectrum
allocated to render these services;
iii) Both registrations, for physical link
subscription television services and for radio-
electric link subscription television services, are
no longer subject to expiration terms. However,
the portions of the spectrum allocated to render
radio-electric link subscription television services
do have expiration terms. In this sense, the last
subsection of Section 7 of the Emergency Decree
which amends Section 10 of Law No. 27,078
provides that “the term for the use of radio
electric spectrum frequencies by the holders of
subscription television licenses allocated under
Laws Nos. 22,285 and 26,522 shall be the one
established in their original title or TEN (10)
years counted as from January 1, 2016,
whichever is longer in the case of licensees that
had an effective license as of such date”.

However, it should be noted that pursuant to
Section 21 of the Emergency Decree and until the
enactment of a law that shall unify the fee regime
provided under Laws Nos. 26,522 and 27,078,
the physical link and radio-electric link
subscription television services exploited by
certain subsidiaries of the Company will continue
to be solely subject to the fee regime provided
under Law No. 26,522. They shall not be subject
to the contribution of 1% of their revenues or to
the payment of the Control, Oversight and
Verification Fee provided under Sections 22 and
49 of Law No. 27,078. Pursuant to the
Emergency Decree, the providers of the Basic
Telephone Service whose licenses were granted
under the terms of Decree No. 62/90 and
paragraphs 1 and 2 of Section 5 of Decree No.
264/98, as well as Mobile Telephone Service
providers with a license granted pursuant to the
list of bidding conditions approved by Resolution
No. 575/93 of the then Ministry of Economy and
Public Works and Services and ratified by Decree
No. 1,461/93, shall only be able to provide
subscription broadcasting services by means of
physical or radio-electric link after a term of two
years counted as from January 1, 2016. That term
may be extended for one more year.

With regard to the term of the licenses for
television and radio broadcast services, the
Emergency Decree establishes two important
changes:

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• It provides for a new system of extensions for
audiovisual communication service licenses
whereby the licensee may request a first
extension for five (5) years, which will be
automatic. Upon expiration of this term,
licensees may request subsequent extensions of
ten (10) years complying in that case with the
provisions of the Law and applicable regulations
to be eligible for each extension. However, this
system of subsequent extensions may be
interrupted upon the expiration of the last
extension if the Ministry of Communications
decides to call for a public bid for new licensees,
for reasons of public interest, for the
introduction of new technologies or in
compliance with international agreements. In
this case, prior licensees shall have no acquired
rights regarding their licenses.
• Section 20 of the Emergency Decree provides
that the holders of licenses effective as of January
1, 2016 may request a ten (10) year extension,
without it being necessary to wait until the
expiration of the license that is currently
effective. Such extension shall be considered as a
first period that entitles the holder to the five (5)
year automatic extension.

Taking into consideration the advantages
provided under the new legal framework with
regard to the terms of the licenses, the direct
and indirect subsidiaries of the Company
that exploit audiovisual communication services,
i.e. ARTEAR, RADIO MITRE, TELECOR
S.A.C.I., Teledifusora Bahiense S.A. and
Bariloche TV S.A., made a filing with
the ENACOM requesting the extension of
the terms of their licenses pursuant to
Section 20 of the Emergency Decree.

As of the date of these financial statements,
the Bicameral Standing Committee has
reviewed and declared the validity of the Decree
and submitted its opinion to the plenary
session of each Chamber of Congress for its
expedited treatment. Both chambers shall
render a decision on the approval or rejection
of the Emergency Decree. Pursuant to Section
17 of Law No. 26,122, the Decree has full
force and effect until a decision has been
rendered by both chambers. This Emergency
Decree may only be repealed through the
express rejection by both chambers of
the Congress, without prejudice to the rights
acquired during its effectiveness.

To date there are no judicial claims regarding
the constitutionality of the Emergency Decree to
which any of the companies of Grupo Clarín
is a party.

11.4. Matters related to the regulatory situation of

the Company and certain subsidiaries.

11.4.1. Proposal to conform to the provisions of

Law No. 26,522.
On October 31, 2013, even before the deadline
to enforce the decision rendered by the Supreme
Court of Argentina in re “Grupo Clarín S.A. and
Others v. National Executive Branch and other
re: Merely Declarative Action” (File 119/10),
the Company and some of its subsidiaries were
again served with AFSCA Resolution No.
2276/2012 issued by the president of AFSCA on
December 17, 2012 within the framework of
File No. 1395-AFSCA/2012. Resolution No.
2276/2012 provided for an ex officio proceeding
to conform the Company and some of its
subsidiaries to the provisions of the Audiovisual
Communication Services Law. The Company
and its legal advisors believe that this resolution
is absolutely null and void and have filed an
appeal to have it revoked.

In connection with the voluntary proposal,
AFSCA issued Resolution No. 1,471/2013
whereby it suspended the Ex Officio Transfer
Procedure commenced through AFSCA
Resolution No. 2,276/2012 and stated that it
would refrain from pursuing any administrative
proceedings in that regard.

The voluntary conforming proposal -which
did not interrupt any of the judicial actions that
were being brought by the Company to defend
its rights- was submitted with a request that
the decision rendered by the Supreme Court of
Argentina be complied with in full. That is,
requesting the involvement of an independent,
unbiased enforcement authority with technical

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expertise, which could ensure a transparent
and egalitarian treatment in the enforcement
of the law.

The voluntary proposal that was presented by
the Company is summarized as follows: The
assets of the Company and its group of
companies governed by Law No. 26,522 would
be divided into six units of audiovisual
communication services. Each of the units of
audiovisual communication services would have
no corporate relationship with the others. This
way, each unit would conform individually to
the provisions of Sections 45 and 46 of the
LSCA and its implementing regulations, and
would be divided according to the following
detail: (i) Unit I: composed by (a) ARTEAR,
owner of the signal of Canal 13 of Buenos Aires
and the news signal TN (Todo Noticias).
ARTEAR would also maintain its interest in (i)
Telecor, holder of the license of Canal 12 of
Córdoba and (ii) Bariloche TV, holder of the
license of Canal 6 of Bariloche. (b) Radio Mitre,
which would maintain the frequencies AM 790
and FM 100 in Buenos Aires, AM 810 and FM
102.9 in Córdoba, and FM 100.3 in Mendoza;
and (c) certain assets, liabilities, rights and
obligations that were to be spun off from
Cablevisión (“Cablevisión Spinoff 1”), which
would include 24 local licenses for physical link
subscription television services in cities where
there was no incompatibility with broadcast TV,
and 2 licenses for radio-electric link subscription
television services. (ii) Unit II: composed by the
surviving Cablevisión, which would continue to
carry out the business activities and operations of
Cablevisión with all the assets, liabilities, rights
and obligations that are not spun off from
Cablevisión. It would include 24 licenses for
physical link subscription television services and
10 licenses for radio-electric link subscription
television services, including the signal Metro,
which was also the local signal of the license
exploited in the City of Buenos Aires. (iii) Unit
III: composed by Cablevisión Spinoff 2, which
would include assets, rights and obligations that
were to be spun off from Cablevisión, including
22 licenses for physical link subscription
television services and 10 licenses for radio-
electric link subscription television services. (iv)
Unit IV: (a) composed by IESA, owner of the
signals TyC Sports and TyC Max; (b) the signals
El 13 Satelital, Magazine, Volver, Quiero Música
en mi Idioma and (c) an equity interest in Canal
Rural S.A., owner of the signal Canal Rural. (v)

Unit V: to be owned by one or more individuals
or legal entities that would not maintain a
corporate relationship with Radio Mitre, its
controlling companies, subsidiaries and/or
controlled companies in order not to infringe the
then current multiple license regime, and which
would own: (a) one sound frequency modulation
broadcasting service for the City of San Miguel
de Tucumán-FM 99.5, (b) one sound frequency
modulation broadcasting service for the City of
San Carlos de Bariloche-FM 92.1, (c) one sound
frequency modulation broadcasting service for
the City of Santa Fe-FM 99.3, (d) one sound
frequency modulation broadcasting service for
the City of Bahía Blanca-FM 96.5 and (e) one
sound frequency modulation broadcasting
service for the City of San Carlos de Bariloche -
FM 103.1, owned by Bariloche TV (vi) Unit VI:
to be owned by one or more individuals or legal
entities that would not maintain a corporate
relationship with ARTEAR, its controlling
companies, subsidiaries and/or controlled
companies in order not to infringe the current
multiple license regime, and which would hold
one broadcast television license for the City of
Bahía Blanca, Province of Buenos Aires-LU81
TV Canal 7-and an equity interest in Cuyo
Televisión S.A., holder of one broadcast
television license in Mendoza-LV83 TV Canal 9
Mendoza-. Said proposal contemplated that the
Company would continue to own, directly or
indirectly, only one of the audiovisual
communication service Units (among those
defined as Unit I and Unit II) of the six that
were described above.

In order to safeguard the rights of the Company,
the above-mentioned proposal contemplated the
following reservations of rights: the reservation
of the right to bring the judicial actions that may
correspond in connection with the claim for
economic damages caused to the Company and
its subsidiaries as a consequence of their
adjustment to conform to the law; the
reservation of the right to challenge the
conformity of Sections 41, 45, 48 and 161 of
Law No. 26,522 to international conventions
before the Inter-American Commission on
Human Rights, the Inter-American Court of
Human Rights and other competent
International Courts; the reservation of the right
to challenge judicially the composition of
AFSCA for the period during which it did not
conform to the provisions of the LSCA and for
not being a technical and independent agency

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protected against undue interferences from the
State.

The Company and its subsidiaries have always
abided by the laws and respected the decisions of
the judiciary: all of the judicial claims brought
by them since the enactment of Law No. 26,522
had the purpose of preserving the assets of the
Company and of its shareholders. The proposal
submitted by the Company was the alternative
that most mitigated the damages caused by
having had to comply with the Supreme Court
decision, taking into consideration what the
Board believed arose clearly from the multiple
license regime and the admissibility conditions
provided by Law No. 26,522.

On February 18, 2014, the Company was served
with AFSCA Resolution No. 193/2014 whereby
AFSCA’s Board of Directors declared that the
proposal submitted by Grupo Clarín S.A., Arte
Radiotelevisivo Argentino S.A., Radio Mitre S.A.
and Cablevisión S.A. was formally admissible.
Pursuant to the same Resolution, AFSCA
provided that the term of one hundred eighty
(180) calendar days set forth under Section 8 of
the Rules for the Management and Procedures
Relating to Voluntary Proposals established by
Resolution No. 2,205/AFSCA/12 would be
counted as from the moment the parties were
served notice of this Resolution. On that same
date, the Company’s Board of Directors took
notice of AFSCA Resolution No. 193/2014.

In the recitals of AFSCA Resolution No.
193/2014, which declared that the submitted
proposal was formally admissible, AFSCA stated
that the withdrawal of claims made under File
No. 21,788/08, as well as those made under the
proposal submitted by Cablevisión, were
embedded in the process provided under Section
161 of Law No. 26,522. Accordingly, they were
deemed to be approved within the framework of
the proposal that was declared formally
admissible.

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Grupo Clarín according to the following
“exchange ratio”: 1 current share of Grupo
Clarín S.A. would be equivalent to 0.3896 shares
of Grupo Clarín S.A. (post spinoff ), and (ii)
0.6104 new shares of the spun-off company. (D)
The other Units (III, IV, V and VI) identified in
the Proposal would not be spun off, but would
be offered for sale to third parties by Grupo
Clarín or a subsidiary that was the direct holder
of the equity that made up the respective unit.
As stated in the Company’s spinoff prospectus,
the “Spinoff Date” would be the date on which
the last of the following authorizations and/or
filings had been obtained and/or made (as
appropriate): (i) Prior Regulatory Authorizations
(as defined in the Section “Regulatory
Authorizations” of the Prospectus), (ii)
registration of the spinoff before the IGJ, or (iii)
registration of Cablevisión Holding S.A.’s
incorporation before the IGJ. Cablevisión
Holding S.A. would begin to operate on its own
on the first day of the month following the
expiration of the 30-day term counted as from
the Spinoff Date (the “Operations Transfer
Date”). The Spinoff would produce accounting
effects as from the Operations Transfer Date.

The Board of Directors of Cablevisión S.A.
moved forward with the tasks for the
implementation of the Proposal submitted by
that company and decided on May 13, 2014 to
approve the spinoff proposal and formally
request the CNV’s administrative approval of its
spinoff into three different independent
companies, the consequent reduction of its
equity and the amendment of its bylaws. The
Board of Directors of Cablevisión also approved
the special spinoff balance sheet and the spinoff
prospectus prepared for such purpose. The
spinoff was subject to the Prior Regulatory
Authorizations, as defined in the spinoff
prospectus.

On May 14, 2014, the Company requested from
the CNV, within the above-mentioned scope,
the administrative approval of its spinoff and
submitted the spinoff prospectus, which had
been approved by its Directors at the meeting
held on the previous day. The Company decided
to send a letter to all the shareholders who had
signed the letters detailed in the Minutes of the
Board of Directors’ Meeting dated April 25,
2014, as well as to the holder of the Class C
shares, requesting that they expressly inform the
Company how they will comply fully with the

Audiovisual Communication Services Law (with
respect to Unit 1 and Unit 2) if the Proposal
should be implemented through the spinoff
described above.

On May 15, 2014, the Company’s Board of
Directors took notice of the letters sent by the
shareholders ELHN Grupo Clarín New York
Trust, HHM Grupo Clarín New York Trust,
LRP Grupo Clarín New York Trust, José
Antonio Aranda and Aranlú S.A. According to
those letters, if the Proposal were to be
implemented using the spinoff option, said
shareholders would carry out the necessary
transactions so that (i) the direct and indirect
shareholders of Grupo Clarín S.A. (post spinoff )
would be Aranlú S.A., José Antonio Aranda and
LRP Grupo Clarín New York Trust, and (ii) the
direct and indirect shareholders of the spun-off
company, Cablevisión Holding S.A., would be
HHM Grupo Clarín New York Trust and
ELHN Grupo Clarín New York Trust. In their
respective letters, GS Unidos LLC and its owner,
Mr. Ralph H. Booth II, have stated their
intention to cooperate with the Company in the
implementation of the Proposal and, particularly,
in the possible spinoff. To that end, if the
Proposal were to be implemented using the
spinoff option and subject to the approval of the
regulatory authorities that might eventually
correspond, Mr. Ralph H. Booth II had
undertaken to reach an agreement with an
unrelated third party so that they might carry
out the transactions that might be necessary to
cause the split of GS Unidos LLC and reach the
following shareholder structure for all of the
Class C shares of Grupo Clarín (post Spinoff )
and of the spun-off company: (i) the holder of
all of the Class C shares of Grupo Clarín (post
spinoff ) would be the existing company GS
Unidos LLC, which by that time would be
owned by an unrelated third party assignee; (ii)
the holder of all of the Class C shares of
Cablevisión Holding S.A., the company spun-off
from Grupo Clarín S.A., would be a new limited
liability company incorporated in the United
States of America, which would be owned
directly or indirectly by Ralph H. Booth II.

On May 15, 2014, the Company notified
AFSCA that on May 14, 2014 it had made a
filing with the CNV requesting the CNV’s
administrative approval of the Company's
spinoff process.

273

Also on May 15, 2014, Cablevisión made a
filing before AFSCA in order to: i) prove before
such Agency that on May 14, 2014 it had made
a filing before the CNV requesting the
administrative approval of the spinoff process
required for the implementation of the Proposal;
and ii) request its authorization for the
amendment of the Bylaws of Cablevisión,
pursuant to Section 25 of Law No. 26,522.

On May 28, 2014, the Company made a filing
before AFSCA in order to notify that agency
that it had received an Irrevocable Offer from
Messrs. Gerardo Martí Casadevall and
Christophe DiFalco for the acquisition of a given
number of shares of Cablevisión such that, upon
consummation of the spin-off of Cablevisión,
the offerors would be entitled to receive sixty
percent (60%) of the shares to be issued by
Cablevisión Spinoff 2 (Unit III under the
Proposal).

On June 25, 2014, the Company, ARTEAR,
Radio Mitre and Cablevisión received a Note
from AFSCA communicating a series of
considerations about: a) the administrative
approval requested from the CNV of the spinoff
process of the Company and Cablevisión, and b)
the authorization requested for the amendment
of the Bylaws of Cablevisión. In such note,
AFSCA: i) informed that it had taken notice of
the request for administrative approval filed with
the CNV of both spinoff processes; ii) made
certain observations regarding the proposal to
amend Cablevisión’s Bylaws; iii) stated that it
understood that Cablevisión would be liable for
any and all acts and any contingency arising
from those acts until the date of the approval to
be granted by AFSCA for the transfers in favor
of the spun-off companies and not as from the
date of consummation of those transfers; iv)

stated that it would review the bylaws of the
spun-off companies; v) stated that it would
consider the requested approval once the
Company and Cablevisión had informed: v.1.)
whether the shareholders had approved the
proposed spinoffs and v.2.) the names of the
final shareholders of those companies, as well as
those of the spun-off companies. It also stated
that at such time, it would also analyze the
Filings made in connection with the possible
composition of the proposed Audiovisual
Communication Service Units; and vi)
mentioned that the Company, Cablevisión and
the companies to be created under the spinoff
must be absolutely independent and unrelated
among each other, without any common
shareholders of any type.

On June 30, 2014, the Company and
Cablevisión, made a filing before AFSCA in
order to respond to the note dated June 25,
2014. The companies informed AFSCA that: i)
Cablevisión would comply with the observations
made on some of the proposed changes to its
bylaws, and that it would reformulate the
proposed bylaws subject to the approval of the
shareholders; ii) once approved by the
shareholders of Cablevisión, it would file the
proposed bylaws for each of the companies that
were to be spun off from Cablevisión, which had
to be necessarily identical to Cablevisión’s own
bylaws, iii) once the companies that were to be
spun off, which would have new shareholders
subject to AFSCA’s prior approval, as
appropriate, had been registered, Cablevisión
could not continue to be held liable for the acts
of the spun off companies and/or related
contingencies, because Cablevisión had
undertaken before AFSCA to comply with the
requirement of absolute independence among
Cablevisión and the spun-off companies; iv) the
Company and Cablevisión had undertaken to
inform within the shortest possible time the
decisions rendered by their shareholders at
Shareholders' Meetings; and v) compliance with
approval conditions to be met by the Company
had been acknowledged by that Agency. The
Company and Cablevisión reaffirmed their
commitment under the Proposal in connection
with the independence between the Company
and its spun-off company and among
Cablevisión and its spun-off companies, except
with respect to the Company’s minority holders
of Class B shares that are listed and traded on
the Buenos Aires Stock Exchange (BCBA, for its

274

Spanish acronym) and on the London Stock
Exchange (LSE) in the understanding that the
shares that trade freely on stock exchanges were
outside the scope of the restrictions that had
been imposed under the new legal framework.

Once the Proposal was declared formally
admissible by AFSCA, which occurred on
February 18, 2014, its implementation required
the intervention of other governmental and
oversight agencies and the approval of the
shareholders at the respective Shareholders'
Meetings in order to carry out the reorganization
and the transfer of licenses, assets, liabilities and
operations to third parties, which should then
receive final approval from AFSCA by means of
an act that declared that the process had been
duly completed.

For that reason, the Company made various
fillings before the different entities/governmental
agencies that had to intervene in the
implementation of the proposal, according to the
following detail:
• Ministry of Economy;
• Secretariat of Trade;
• Comisión Nacional de Defensa de la
Competencia (National Antitrust Commission);
• Argentine Securities Commission;
• Argentine Secretariat of Communications;
• Before AFSCA, informing the above-
mentioned filings.

The Company made new filings requesting
AFSCA to grant service authorization for
subscription television services that, as a result of
the reorganization, would not change their
conformation.

Within the framework of the process to conform
the Company to the Audiovisual
Communication Services Law, the Company
also requested that agency to grant service
authorization and the extension of the licenses
held by Radio Mitre S.A. corresponding to: AM
Córdoba, FM Mendoza, FM Tucumán, and FM
Santa Fe.

the reorganization;
• The portion of radio-electric spectrum that
would be accumulated provisionally to the radio-
electric services selected in certain locations.
• The statement about the maintenance of the
registration of the signal METRO by
Cablevisión S.A.
• Rectification of the proposal originally
submitted regarding the services that would be
rendered in Necochea, La Dulce, Lobería,
Monte de los Gauchos, Godoy and Rawson, in
Cablevisión S.A.

The Company obtained from the subsidiaries of
Cablevisión S.A. a confirmation of the proposal
filed by Cablevisión, and provided evidence of
such circumstance to AFSCA pursuant to
AFSCA Resolution No. 193/2014. The
confirmations that were filed corresponded to
the following companies:
• Tres Arroyos Televisora Color S.A.;
• Indio Rico Cable Color S.A.;
• Copetonas Video Cable S.A.;
• Cable Video Sur S.A. (under reorganization);
• Dorrego Televisión S.A.;
• Wolves Televisión S.A.

On June 30, 2014, the shareholders of
Cablevisión approved that company's partial
spinoff under the terms described in the spinoff
prospectus submitted by Cablevisión before the
CNV in compliance with applicable legislation
for (i) the creation with a portion of the equity
subject to the spinoff, of two companies whose
corporate names would be Compañía Argentina
de Cable S.A. and Compañía Inversora de Redes
S.A.; (ii) the merger of a portion of the spun-off
equity with La Capital Cable S.A. and (iii) the

275

merger of a portion of the spun-off equity with
Tres Arroyos Televisora Color S.A.

On June 30, 2014 the Company’s shareholders
at the General Extraordinary Shareholders’
Meeting approved (i) the partial spinoff of
Grupo Clarín, (ii) the creation of a new sociedad
anónima (corporation) with the assets that were
to be spun off, under the name CABLEVISION
HOLDING S.A., (iii) the reduction of the
Company’s capital stock as a consequence of the
approved partial spinoff, (iv) the reduction in the
amount of the capital stock that is authorized for
public offering and listing on the Buenos Aires
Stock Exchange and the London Stock
Exchange, (v) the amendment of Articles 4, 5,
16, 21 and 24 of the Company’s Bylaws under
the terms established in the spinoff prospectus,
(vi) the deletion of Article 27 of the Company's
current Bylaws, and (vii) the performance of the
Task Force Created to Implement the Proposal
as from the Extraordinary Shareholders' Meeting
held on March 20, 2014 and up to that date,
and granted such Task Force the broadest powers
to consider, manage and submit to competent
authorities all the required authorizations for the
implementation of the Proposal.

The Company published the corresponding
spinoff notices pursuant to Section 88 of the
Argentine General Associations Law. Two
objections were filed against the spinoff, which
were duly dismissed. Notwithstanding the
foregoing, the Company did not issue the public
deeds relating to the spinoff and creation of the
spun-off companies because the prior regulatory
authorizations had not been granted as provided
under its spinoff prospectus.

In addition, at the above-mentioned General
Extraordinary Shareholders’ Meeting of June 30,
2014, the Shareholders approved (i) the
irrevocable offer received for the acquisition of
Unit III under the Proposal, (ii) the irrevocable
offers received for the acquisition of the assets
that made up Unit V under the Proposal, (iii) the
irrevocable offer for the acquisition of the shares
of Telba, and (iv) the motion to adjourn the
meeting until July 11, 2014 so that the Company
might make a filing requesting AFSCA to ratify
the existence of certain precedents decided by
AFSCA in other companies' procedures to
conform to the Audiovisual Communication
Services Law, in connection with the limitations
applicable to the ownership of registered cable

television signals and, if any such precedents
existed, that AFSCA consider the proposal
submitted by the Company as if it had been
reformulated. The Company would then submit
the matter to the shareholders so that, with
AFSCA’s answer, they might consider the
irrevocable offers received for the sale of shares
and/or assets that made up Unit IV under the
Proposal, and the irrevocable offer for the
acquisition of the shares of Cuyo Televisión S.A.,
if any shall exist as of the date on which the
shareholders' meeting was scheduled to resume.

The main terms and conditions of the offers
approved by the shareholders at the
Extraordinary Shareholders’ Meeting held on
June 30, 2014 were the following:

• The irrevocable offer received for the
acquisition of Unit III under the Proposal. The
irrevocable offer approved by the shareholders
for the acquisition of Unit III under the Proposal
had been made by Messrs. Gerardo Martí
Casadevall and Christophe DiFalco (the
Investors). The offer contemplated the
acquisition, on the Closing Date, defined as the
date that occurred 10 business days immediately
after the date on which all of the conditions
precedent had been fulfilled and until December
31, 2014 unless such deadline should be
extended by both investors and/or by Grupo
Clarín and Fintech until no later than December
31, 2014, from one or more companies
controlled by the Company, of a given number
of shares of Cablevisión S.A. such that, upon
consummation of the spin-off of Cablevisión
S.A., the Investors would be entitled to receive
60% of the shares to be issued by Cablevisión
Spinoff 2. The Offer was subject to the
condition that it also include minority equity
interests in La Capital Cable S.A., Tres Arroyos
Televisora Color S.A., Teledifusora San Miguel
Arcángel S.A. and AVC Continente Audiovisual
S.A., and Televisora Privada del Oeste S.A.
Simultaneously with this Irrevocable Offer, the
Investors had sent Fintech Advisory Inc. an
irrevocable offer in substantially similar terms,
for the Investors to acquire all of the capital
stock of a new limited liability company to be
incorporated in the State of Delaware, United
States of America, that would own
approximately 40% of the shares that were to be
issued by Cablevisión Spinoff 2. The
implementation and effective closing of the
transaction described under the Irrevocable Offer

276

-including the payment of the offered price and
the transfer of the shares of Cablevisión S.A. to
the Investors- was subject to the following
Conditions Precedent set forth under the Offer,
including the final approval to be granted by
AFSCA. The purchase price established in the
Irrevocable Offer was of a) USD 28,200,000, for
the 60% participation owned by the Company.
The price would be paid as follows: a) USD
8,460,000 on the Closing Date, in United States
Dollars, and b) the balance would be paid by
means of a promissory note to be issued by the
Investors and to be delivered on the Closing
Date for USD 19,740,000 under the terms
described in Exhibit III to the Offer. The
conditions that had been negotiated included: A
purchase option, transferrable to third parties,
over the assets sold for a term of 7 years, a
percentage of the sale price upon the occurrence
of any liquidity event, also in favor of the seller,
and a transferrable right of first refusal, which
would allow the Company to match any offer
that the purchasers might receive in the future -
conditions that would allow the current
shareholders to recover a portion of the future
value.

• The irrevocable offers received for the
acquisition of the assets that made up Unit V
under the Proposal. The main terms of the offers
received by Radio Mitre S.A. were the following:
(A) Firm and Irrevocable Offer for the
acquisition of the Sound Frequency Modulation
Broadcasting Service in San Miguel de Tucumán:
The offer letter was sent by Mr. Facundo Soler
Valls for the acquisition of the sound frequency
modulation broadcasting service in the frequency
99.5 Mhz, Channel 258, Category “C” of the
City of San Miguel de Tucumán, Province of
Tucumán, awarded in favor of RMSA under
Resolution No. 1,325-CFR/99 (the “Tucumán
Broadcasting Service”). The assignment, sale and
transfer of the Tucumán Broadcasting Service
would be subject (condition precedent) to the
fulfillment on or before December 31, 2014 -or
upon expiration of any extension of this term- of
all of the conditions precedent contained in the
offer, among others, that AFSCA and the other
oversight agencies that might correspond
approve the assignment, sale and transfer of the
Tucumán Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offerors required by the
Audiovisual Communication Services Law to be
a licensee of the audiovisual communication

service that was the subject matter of the Offer.
The Price offered for the Assignment of the
Tucumán Broadcasting Service was of Ps.
1,000,000 (One Million Pesos), payable as
follows: (i) Ps. 100,000 (One Hundred
Thousand Pesos) as Advance Payment, within 5
(five) business days after receipt by the Offeror
of the notice of pre-acceptance of the Offer; (ii)
Ps. 75,000 (Seventy Five Thousand Pesos) on the
Closing date, and (iii) the balance of Ps. 825,000
(Eight Hundred Twenty Five Thousand Pesos)
shall be payable with 11 (eleven) equal, monthly
and consecutive checks. On June 30, 2014,
Radio Mitre sent to the Offeror the notice of
pre-acceptance of the Offer. Finally, on July 1,
2014 Radio Mitre S.A. notified the Offeror of
the acceptance of the Offer, stating that even
though its acceptance of the Offer was binding
both on Radio Mitre and the Offeror, its
execution was subject to the effective occurrence
of the conditions precedent indicated in the
Offer. (B) Firm and Irrevocable Offer for the
acquisition of the Sound Frequency Modulation
Broadcasting Service in Santa Fe: Its main terms
and conditions were the following: (I) Offeror:
PRENSA Y MEDIOS SANTAFESINOS DEL
SUR S.A. The assignment, sale and transfer of
the Santa Fe Broadcasting Service would be
subject (condition precedent) to the fulfillment
on or before December 31, 2014 -or upon
expiration of any extension of this term- of all of
the conditions precedent contained in the offer,
among others, that AFSCA and the other
oversight agencies that might correspond
approve the assignment, sale and transfer of the
Santa Fe Broadcasting Service, including but not
limited to the approval of the admissibility
conditions of the Offerors required by the
Audiovisual Communication Services Law to be
a licensee of the audiovisual communication
service that was the subject matter of the Offer.
The Price offered for the Assignment of the
Santa Fe Broadcasting Service was of USD
150,000 (One Hundred Fifty Thousand US
Dollars), payable as follows: (i) USD37,500
(Thirty Seven Thousand Five Hundred US
Dollars) as Advance Payment, within 5 (five)
business days after receipt by the Offeror of
notice of pre-acceptance of the Offer, and (ii) the
balance of USD112,500 (One Hundred Twelve
Thousand Five Hundred US Dollars) on the
Closing date. On June 30, 2014, Radio Mitre
sent to the Offeror the notice of pre-acceptance
of the Offer. Finally, on July 1, 2014 Radio
Mitre S.A. notified the Offeror of the acceptance

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of the Offer, stating that even though its
acceptance of the Offer was binding both on
Radio Mitre and the Offeror, its execution was
subject to the effective occurrence of the
conditions precedent indicated in the Offer. (C)
Firm and Irrevocable Offer for the acquisition of
the Sound Frequency Modulation Broadcasting
Service in San Carlos de Bariloche; the main
terms and conditions were the following: (I) the
offer letter was sent by SALTAVIOLETA S.R.L.
The assignment, sale and transfer of the
Bariloche Broadcasting Service would be subject
to the fulfillment on or before December 31,
2014 -or upon expiration of any extension of
this term- of all of the conditions precedent
contained in the offer, among them, that
AFSCA and the other oversight agencies that
might correspond, approve the assignment, sale
and transfer of the Bariloche Broadcasting
Service, including but not limited to the
approval of the admissibility conditions of the
Offerors required by the Audiovisual
Communication Services Law to be a licensee of
the audiovisual communication service that was
the subject matter of the Offer. The Price offered
for the Assignment of the Bariloche Broadcasting
Service was of USD 75,000 (Seventy Five
Thousand US Dollars) (the “Price”), payable as
follows: (i) USD18,750 (Eighteen Thousand
Seven Hundred Fifty US Dollars) as Advance
Payment, within 5 (five) business days after
receipt by the Offeror of the notice of pre-
acceptance of the Offer, and (ii) the balance of
USD56,250 (Fifty Six Thousand Two Hundred
Fifty US Dollars) on the Closing date. On June
30, 2014, Radio Mitre sent to the Offeror the
notice of pre-acceptance of the Offer. Finally, on
July 1, 2014 Radio Mitre S.A. notified the
Offeror of the acceptance of the Offer, stating
that even though its acceptance of the Offer was
binding both on Radio Mitre and the Offeror,
its execution was subject to the effective
occurrence of the conditions precedent indicated
in the Offer and (D) Firm and Irrevocable Offer
for the acquisition of the Sound Frequency
Modulation Broadcasting Service in Bahía
Blanca. Its main terms and conditions were the
following: The offer letter was sent by Mr.
Marcelo González, who made a binding, firm
and irrevocable offer for the acquisition of the
Sound Frequency Modulation Broadcasting
Service identified with the distinctive signal
“LRI436”, Category “D” to operate in the
frequency 96.5 Mhz, Channel 243, in the city of
Bahía Blanca, Province of Buenos Aires, the

ownership of which in favor of RMSA was
confirmed under Resolution No. 0741-
COMFER/00. The assignment, sale and transfer
of the Bahía Blanca Broadcasting Service would
be subject (condition precedent) to the
fulfillment on or before December 31, 2014 -or
upon expiration of any extension of this term- of
all of the conditions precedent contained in the
offer, among them, that AFSCA and the other
oversight agencies that might correspond
approve the assignment, sale and transfer of the
Bahía Blanca Broadcasting Service, including but
not limited to the approval of the admissibility
conditions of the Offerors required by the
Audiovisual Communication Services Law to be
a licensee of the audiovisual communication
service that was the subject matter of the Offer.
The Price offered for the Assignment of the
Bahía Blanca Broadcasting Service was of USD
50,000 (Fifty Thousand US Dollars), payable as
follows: (i) USD12,500 (Twelve Thousand Five
Hundred US Dollars) as Advance Payment,
within 5 (five) business days after receipt by the
Offeror of the notice of pre-acceptance of the
Offer, and (ii) the balance of USD37,500
(Thirty Seven Thousand Five Hundred US
Dollars) on the Closing date. On June 30, 2014,
Radio Mitre S.A. sent to the Offeror the notice
of pre-acceptance of the Offer. Finally, on July 1,
2014 Radio Mitre S.A. notified the Offeror of
the acceptance of the Offer, stating that even
though its acceptance of the Offer was binding
both on Radio Mitre S.A. and the Offeror, its
execution was subject to the effective occurrence
of the conditions precedent indicated in the
Offer. With regard to the above-mentioned
offers, in July 2014 the offerors paid Radio
Mitre the advances that were agreed in
connection with the transfers of the frequencies
of San Miguel de Tucumán, Bahía Blanca and
Santa Fe.

•Irrevocable Offer for the acquisition of the
Sound Broadcasting Service owned by Bariloche
TV. The main terms and conditions of the Offer
received were the following: (I) the offer letter
was sent by Mr. Francisco Alejo Quiñonero (the
“Offeror”), who made a binding, firm and
irrevocable offer (the “Offer”) for the acquisition
of the sound frequency modulation broadcasting
service, identified with the distinctive signal
LGR346. Category D, to operate in the
frequency 103.1MHz, Channel 276, in the city
of San Carlos de Bariloche, Province of Río
Negro, awarded to Bariloche TV pursuant to

278

Resolution 154-COMFER/2001 (the “Bariloche
Broadcasting Service”). (II) The assignment, sale
and transfer of the Bariloche Broadcasting
Service would be subject (as condition
precedent) to the fulfillment on or before
December 31, 2014-or upon expiration of any
extension of that term, should Bariloche TV
extend it for up to 180 days-of all of the
following Conditions Precedent: (i) that AFSCA
and the other oversight agencies that might
correspond approve the assignment, sale and
transfer of the Bariloche Broadcasting Service,
including but not limited to the approval of the
admissibility conditions of the Offeror; and (ii)
that as of the Closing Date there were no laws
and/or administrative and/or court orders
restraining, prohibiting, amending, altering,
conditioning or rendering illegal the assignment,
sale and transfer of the Bariloche Broadcasting
Service under the conditions set forth in the
Offer. (III) The Offer was effective from June
24, 2014 through August 20, 2014 (the "Offer
Period"), notwithstanding which, if on or before
that date Bariloche TV should communicate to
the Offeror that the Offer had been considered
admissible by the Board of Directors of Grupo
Clarín S.A. and pre-accepted for the purpose of
its subsequent treatment at the shareholders'
meeting of Grupo Clarín S.A. that would
consider and decide on the manner, form and
conditions for the implementation of the
Proposal (the "Pre-Acceptance"), the Offer
would be automatically extended for an
additional period that would expire 10 (ten)
business days after the close of the above-
mentioned Shareholders' Meeting of Grupo
Clarín S.A. (IV) The Offer would have been
deemed accepted by Bariloche TV if the
shareholders of Grupo Clarín S.A., at the
abovementioned shareholders' meeting, had
decided within the Offer Period to accept the
Offer definitively, and Bariloche TV should send
the Offeror written notice stating unequivocally
its intention to assign, sell and transfer to the
Offeror the Bariloche Broadcasting Service under
the terms and conditions of the Offer (the
"Acceptance"). As from Acceptance, this Offer
would have been binding on both Bariloche TV
and the Offeror and its execution would only be
subject to the effective occurrence of the
Conditions Precedent. At closing, the parties
would execute all the final instruments required
to consummate the assignment, sale and transfer
of the Bariloche Broadcasting Service. (V)
Within 10 (ten) days as from the Acceptance,

the Offeror would undertake to create a
company for the purpose of acquiring the
Bariloche Broadcasting Service. (VI) If the Offer
should be accepted as of the Closing Date,
Bariloche TV and the Offeror would perform
the acts required to execute a firm agreement on
the assignment, sale and transfer of the Bariloche
Broadcasting Service in favor of the Offeror in
accordance with the terms and conditions of the
Offer (the “Assignment”). (VII) The Price
offered for the Assignment of the Bariloche
Broadcasting Service was of Ps. 450,000 (Four
Hundred Fifty Thousand Pesos) (the “Price”),
payable as follows: (i) Ps. 149,985 (One
Hundred Forty Nine Thousand Nine Hundred
Eighty Five Pesos) as initial price, on the Closing
date, and (ii) Ps. 300,015 (Three Hundred
Thousand Fifteen Pesos), which would be
converted into US Dollars at the official offer
exchange rate quoted by Banco Nación on the
day immediately preceding the Closing date (the
"Price Balance"), and would be paid in 2 (two)
equal installments of Ps. 115,007.50 each -with
no interest- which would be payable upon 12
(twelve) and 18 (eighteen) months as from
Closing date. The Offeror might cancel such
installments in Pesos, at the official offer
exchange rate quoted by Banco Nación on the
day immediately preceding the payment date.
The Price Balance would be guaranteed by the
Offeror by the issuance and delivery to Bariloche
TV, on the Closing date, of 2 (two) promissory
notes. (VIII) The Offer set as closing date the
tenth business day as from the fulfillment of the
last of all Conditions Precedent (the "Closing"),
at the time and place that Bariloche TV would
notify the Offeror in writing, to carry out the
acts necessary to execute the Assignment of the
Bariloche Broadcasting Service. (IX) The
Assignment of the Bariloche Broadcasting
Service would be executed in the economic,
financial, equity, tax, legal and regulatory
conditions in which such service wss at Closing
Date. (X) The Offeror undertook to carry out at
its own risk, within applicable terms, all the
notices and/or filings with the authorities or
governmental agencies that might be necessary
(especially with AFSCA) on account of or in
connection with the Offer. On July 1, 2014,
Bariloche TV notified Mr. Francisco Alejo
Quiñonero of the acceptance of the Offer,
stating that as from the Acceptance, the Offer
was binding both on the company and the
Offeror, and its execution was only subject to the
effective occurrence of the conditions precedent

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indicated in the Offer. The parties would, at
Closing, execute all the final instruments
required to consummate the assignment, sale
and transfer of the sound broadcasting service
subject matter of the Offer.

• The terms and conditions of the Irrevocable
Offer for the acquisition of the shares of TELBA
were the following: (I) the letter was sent to
ARTEAR and GC Minor S.A. by Mr. Francisco
Alejo Quiñonero, who made a binding, firm and
irrevocable Offer to acquire the following equity
interests in TELBA: (i) 156,624 registered, non
endorsable, common shares with a nominal
value of Ps. 0.0001 and entitled to one vote per
share, representing 99.9994% of the capital
stock and votes of TELBA owned by ARTEAR,
and in the same proportion the political and
economic rights inherent to such shares (the
“ARTEAR Shares”), and (ii) 1 (one) registered,
non endorsable, common share with a nominal
value of Ps. 0.0001 and entitled to one vote per
share, representing 0.0006% of the capital stock
and votes of TELBA owned by GC Minor, and
in the same proportion the political and
economic rights inherent to such shares. The
assignment, sale and transfer of the Shares was
subject to the approval by AFSCA and by other
oversight agencies that might correspond on or
before December 31, 2014 of the transfer of the
Shares subject matter of the Offer; and to the
absence as of the Closing Date of any laws
and/or administrative and/or court orders
restraining, prohibiting or rendering illegal the
transfer of the Shares under the conditions set
forth under the Offer (the “Conditions
Precedent”). On July 1, 2014, ARTEAR and GC
Minor notified Mr. Francisco Alejo Quiñonero
of the acceptance of the Offer, stating that as
from the Acceptance, the Offer was binding on
ARTEAR, GC Minor and the Offeror, and its
execution was only subject to the effective
occurrence of the conditions precedent indicated
in the Offer. The parties would, at Closing,
execute all the final instruments required to
consummate the assignment, sale and transfer of
the Shares of TELBA. The Price offered for the
Purchase of the Shares of TELBA was of Ps.
5,000,000 (Five Million Pesos) (the “Price”),
payable as follows: (i) Ps. 1,666,500 (One
Million Six Hundred Sixty Six Thousand Five
Hundred Pesos), at Closing; and (ii) the balance
of Ps. 3,333,500 (Three Million Three Hundred
Thirty Three Thousand Five Hundred Pesos)
would be converted into US Dollars at the

official offer exchange rate quoted by Banco de
la Nación Argentina on the Closing date (the
“Purchase Price Balance”), and would be settled
as follows: (i) 50% (fifty per cent) of the
Purchase Price Balance would be settled upon 12
(twelve) months as from Closing date, and (ii)
the remaining 50% (fifty per cent) of the
Purchase Price Balance would be settled upon 18
(eighteen) months as from Closing date.
Although the Purchase Price Balance had been
agreed in US Dollars, the Offeror might settle
the Purchase Price Balance in pesos, or any
currency that might replace the Argentine peso,
at the official offer exchange quoted by Banco de
la Nación Argentina. The Purchase Price Balance
would be guaranteed by the Offeror by the
issuance and delivery to ARTEAR and GC
Minor, on the Closing date, of 2 (two)
promissory notes. The Purchase of the Shares of
TELBA would be executed in the economic,
financial, equity, tax, legal and regulatory
conditions in which such shares and TELBA
were at Closing. Additionally, the Purchase
would be, with respect to ARTEAR and GC
Minor, free and clear of any responsibility arising
from the existence of any liabilities arising prior
to the Closing date and not disclosed in the
Financial Statements of TELBA. Also, at
Closing, the Offeror would grant ARTEAR and
GC Minor and/or a designee of ARTEAR and
GC Minor, irrevocably and firmly: the exclusive,
firm and irrevocable right, but not the
obligation, to opt for the purchase of the Shares
of TELBA (the “Right of Option”); and the
right of first refusal to acquire, exclusively and
with priority the Shares of TELBA with respect
to any third party (the "Right of First Refusal"),
subject to the terms and conditions established
in the Offer.

As decided by the shareholders, on July 1, 2014
(Filing No. 13,291-AFSCA/14), the Company
appeared before AFSCA and requested that
agency to ratify that the limitations under
Subsection 3 of Section 45 applied only to
audiovisual communication service licensees that
were holders of the registered title of cable
television signals and not to its shareholders
and/or holders of the registered title of cable
television signals (when the latter are not
licensees). The Company also stated that if that
agency were to confirm the Company’s
interpretation, then the Proposal should be
deemed reformulated and/or partially amended
based on any such precedents and on the

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principle of equality, taking into account the
reservation of rights under the Company’s
Proposal.

On July 10, 2014, AFSCA served the Company
and ARTEAR with Notice 130 AFSCA/14
whereby, in response to the note submitted by
both companies on July 1, 2014, that agency
stated that in the opinion of AFSCA’s Permanent
Legal Service, the request made by both
companies entailed a material amendment of the
Proposal, and therefore AFSCA rejected the
requested reformulation and/or amendment of
the Proposal because it considered that the
procedural stage for such amendments had
concluded. That agency also stated, prima facie,
that the precedents mentioned by both
companies regarding the signals were not
applicable to the case under review.

On July 11, 2014, when the shareholders of the
Company resumed the Shareholders’ Meeting
that had been adjourned on June 30, 2014, the
shareholders approved (i) the firm and
irrevocable Alternative Offer of 34 South Media
LLC for Unit IV under the Proposal, which was
considered by the Company’s Board of Directors
on the same date, and instructed the Board of
Directors, in light of the response received from
AFSCA, to carry out all the necessary steps to
comply with the Proposal and to bring the
administrative and legal actions required to best
safeguard the interests of the Company and (ii)
the Irrevocable Offer for the acquisition of the
shares of Cuyo Televisión S.A. (which make up
Unit VI under the Proposal) owned by Diario
Los Andes Hermanos Calle S.A., which had
been considered by the Company’s Board of
Directors on the same date.

The main terms and conditions of the offers
approved by the shareholders at the meeting held
on July 11, 2014 to resume the Extraordinary
Shareholders’ Meeting that had been adjourned
until that date on June 30, 2014 were the
following:

• The terms and conditions of the firm and
irrevocable Alternative Offer of 34 South Media
LLC for Unit IV under the Proposal approved
by the shareholders were the following: The offer
consisted in the transfer of ownership of the
assets that make up Unit IV under the Proposal
to a trust in which Grupo Clarín S.A. and GC
Minor S.A. would be the Settlors, by

contributing all the shares issued by Inversora de
Eventos S.A. representing 100% of the capital
stock and votes of that company, together with
the political and economic rights inherent to
such shares, once IESA has exercised its call
options on the signals and the shares
representing 24.999613% of the capital stock
and votes of Canal Rural Satelital S.A, currently
owned by ARTEAR. The trust would be
managed by an independent trustee, which
would be appointed by Grupo Clarín S.A., GC
Minor S.A. and 34 South Media LLC by mutual
agreement. The trustee would carry out its duties
based on management and administration rules
or a manual to be defined by mutual agreement
among Grupo Clarín S.A., GC Minor S.A. and
34 South Media LLC at the creation of the
Trust. The main purpose of the trust would be
to preserve the value of the assets held in trust in
case the Company decided to bring legal actions
to safeguard its rights. The beneficiaries of the
trust would be Grupo Clarín S.A., GC Minor
S.A. or 34 South Media LLC, to which the
trustee would transfer as appropriate the
ownership of the property held in trust. The
trustee would transfer all the Shares of IESA
applying the following criteria: 1st) in favor of
34 South Media LLC if Grupo Clarín S.A.
should be forced to divest of Unit IV, within 10
days as from the fulfillment of the Conditions
Precedent (as defined below) or the setting of the
Price, whichever occurs last (the “Closing”), or
2nd) in favor of Grupo Clarín S.A. and GC
Minor S.A. if Grupo Clarín S.A. should not be
forced to divest of Unit IV, within 10 days as
from the final decision rendered in any actions
brought by the Company. Prior to Closing, the
parties would set the price that the offerors
would pay to the assignors for the Shares of
IESA according to the following procedure: The
offerors would offer the assignors an aggregate
price for the Shares of IESA (hereinafter, the
“Offered Price”). If the assignors did not accept
the Offered Price, they might entrust Banco
Santander or Banco Itaú, at the sole discretion of
the assignors, with the valuation of the Shares of
IESA, or they may appoint any other appraiser
by mutual agreement among the parties at the
request of the assignors. The appraiser would
carry out its duty within thirty calendar days as
from its designation and would notify by
certifiable means the result of the valuation to all
the parties involved. The valuation method
would be determined by the designated
appraiser. Once the parties had been notified by

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certifiable means of the price resulting from the
valuation under the stipulated procedure
(hereinafter, the “Appraised Price”), the following
procedure would be followed: 1) If the Offered
Price had been lower than the Appraised Price,
the offerors would have acquired the Shares of
IESA at the Offered Price + [(Appraised Price -
Offered Price) / 2]). 2) If the Offered Price had
been higher than the Appraised Price, the Price
to be paid by the offerors to the assignors for the
Shares of IESA would have been: Appraised
Price + [(Offered Price - Appraised Price ) / 2]).
The costs and expenses incurred as a result of the
valuation stipulated in that clause would be
exclusively and equally borne by the assignors
and the offerors. After the final Sale Price had
been agreed upon or set, the transaction would
have been implemented at Closing, which would
have taken place on the date and at the place
indicated by the assignors. The price would be
paid as follows: 30% at Closing and the balance
in three equal, annual and consecutive
installments counted as from Closing. The
fulfillment of the obligations undertaken by the
parties at Closing, including the payment of the
Price by the offerors to the assignors and the
transfer of the Shares of IESA by the trust to the
offerors, would be subject to the fulfillment of
all of the following conditions (individually and
collectively, hereinafter the “Conditions
Precedent”): 1) That -where necessary- AFSCA
and other oversight agencies that might
correspond approve the transfer of Shares of
IESA and other assets subject matter of this
agreement in favor of the offerors; and 2) that
there were no laws and/or administrative and/or
court orders restraining, prohibiting, amending,
altering, conditioning or rendering illegal the
transfer of the Shares of IESA and other assets
subject matter of this agreement.

• The main terms and conditions of the
Irrevocable Offer for the acquisition of the shares
of Cuyo Televisión S.A. (CUTESA) owned by
Diario Los Andes Hermanos Calle S.A. were the
following: The offer was sent by Messrs. Silvina
Claudia Alonso, Mariano Germán Alonso and
Gabriela Cecilia Alonso (the “Assignees”) to
acquire from Diario Los Andes, all the rights and
actions it has over 36,000 shares representing
9% of the capital stock and votes of CUTESA.
As from the notice of acceptance of the offer, it
would be binding on both Diario Los Andes and
on the Assignors and its execution would only be
subject to the effective occurrence of the

conditions precedent mentioned in the offer. At
closing, the parties would execute all the final
instruments required to consummate the
assignment of the rights over the shares of
CUTESA. The price offered for the assignment,
sale and transfer of the rights over the shares of
CUTESA was Ps. 17,000,000 payable by the
Assignees to Diario Los Andes as follows: Ps.
15,000,000 on the closing date, Ps. 2,000,000
equal to 6,000 seconds of prime time advertising
in CUTESA provided that such advertising
seconds might be used by Diario Los Andes or
the members of the same economic group within
5 years as from Closing. Notwithstanding the
foregoing, the Assignees would pay to Diario Los
Andes an additional Ps. 5,000,000 (the
“Contingent Price Balance”), subject to the
condition precedent that upon the expiration of
the current term of the license -which would
have expired on November 24, 2017-, CUTESA
be legally authorized to continue exploiting the
television broadcast service in the City of
Mendoza on account of an extension or renewal
of the license under any title or cause, or that
CUTESA continue to exploit the service, in
which case the Assignees shall pay to Diario Los
Andes the Contingent Price Balance under the
conditions mentioned in the Offer. If
exploitation of the service was maintained
during only part of a given period, the Assignees
would have had to pay to Diario Los Andes the
Contingent Price Balance pro rata, based on the
duration of the service. In order to guarantee the
payment of the price (and if applicable the
Contingent Price Balance) to Diario Los Andes,
the Assignees would be jointly and severally
liable for, and would be unrestricted guarantors
of all the obligations undertaken by the
Assignees with respect to the payment of the
price balance. The profits generated by
CUTESA during the years 2013 and 2014 (in
this case on a pro rata basis until the closing
date) would be approved by the Assignees as
dividends in favor of Diario Los Andes within
the legal terms and payable by CUTESA to
Diario Los Andes within ten working days as
from their approval.

On July 22, 2014, the Company and ARTEAR
made a filing with AFSCA in order to request
that agency to disregard the erroneous
considerations contained in Opinion No.
001028-AFSCA/DGAJ and dismiss all the
decisions rendered by the areas of AFSCA stated
in Minutes No. 51 of AFSCA, which were

282

served on the Company and ARTEAR on July
11, 2014, and to consider the Proposal
reformulated and/or amended under the terms
indicated by the Company and ARTEAR in
their note dated July 1, 2014 (Proceeding No.
13291-AFSCA/14).

On July 24, 2014, Grupo Clarín S.A. made a
filing before AFSCA in order to notify that
agency that the shareholders of the Company, in
connection with the implementation of the
Proposal that was declared formally admissible
pursuant to Resolution No. 193/AFSCA/2014,
had approved: i) the proposal for the partial
spinoff of Grupo Clarín S.A. and the consequent
creation of a new company; ii) the irrevocable
offer received by Grupo Clarín S.A. for the
acquisition of a given number of shares of
Cablevisión such that its acquirer will become
holder of Cablevisión Spinoff 2, i.e. Unit III
under the Proposal; iii) the transfer of the assets
owned by ARTEAR allocated to Unit IV in
favor of IESA and the irrevocable offer to
transfer the equity interests owned by Grupo
Clarín S.A. and GC Minor S.A. in IESA in favor
of a trust to be created; iv) the irrevocable offers
received by Radio Mitre S.A. for the sale of the
assets that make up Unit V; and v) the
irrevocable offers received by ARTEAR and
Diario Los Andes Hermanos Calle S.A. for the
sale of the assets that make up Unit VI.

Also on July 24, 2014, Cablevisión made a filing
with AFSCA in order to notify that agency that
on June 30, 2014, the shareholders of
Cablevisión, at that Company’s Extraordinary
Shareholders’ Meeting, had unanimously
approved: i) the proposal for the partial spinoff
of that company that had been duly informed to
AFSCA; ii) the partial amendment of
Cablevisión’s bylaws, which contemplated the
observations made by AFSCA; iii) the creation
of two new companies with a portion of the
equity subject to the spinoff; iv) the merger of a
portion of the equity subject to the spinoff with
Tres Arroyos Televisora Color S.A., Indio Rico
Cable Color S.A., Copetonas Video Cable S.A.,
Dorrego Televisión S.A., Cable Video Sur S.A.
(under reorganization), and v) the merger of a
portion of the equity subject to the spinoff with
La Capital Cable S.A. and Otamendi Cable
Color S.A. In the same filing, the Company
attached the Bylaws of the companies that were
to be spun off.

On July 25, 2014, the Company made a filing
with AFSCA in order to notify that agency that
the Extraordinary Shareholders’ Meeting held on
June 30, 2014, its shareholders had approved the
irrevocable offer received from Messrs. Martí
Casadevall and Christophe DiFalco for the
acquisition of a number of shares of Cablevisión
such that, upon consummation of the spin-off of
Cablevisión, the offerors would be entitled to
receive sixty percent (60%) of the shares to be
issued by Cablevisión Spinoff 2 (Unit III under
the Proposal).

On August 13, 2014, AFSCA notified Grupo
Clarín, Cablevisión, ARTEAR and Radio Mitre
of Resolution No. 902/AFSCA/2014. The
Resolution rejected a request for the partial
amendment of the proposal filed by Grupo
Clarín and ARTEAR, relating to the divestment
of assets owned directly by the latter. The
Resolution also compelled Grupo Clarín,
ARTEAR, Radio Mitre and Cablevisión to ratify
their intention to fulfill, with no changes, the
Proposal that was declared formally admissible
pursuant to Resolution No. 193/AFSCA/2014
in the terms in which it was admitted. That
agency also stated that failure to do so would be
sanctioned pursuant to Section 21 of Law No.
19,549,

On August 15, 2014, 34 South Media LLC
requested Grupo Clarín and GC Minor to
reconsider the Original Offer submitted on June
26, 2014, i.e. the transfer of the shares
representing 100% of IESA’s capital stock in
favor of 34 South Media LLC, including all of
the assets that made up Unit IV. 34 South Media
LLC also stated that in the event of acceptance
of the Original Offer, Mr. Miguel El Haiek
would acquire the minority interest in IESA that
might be necessary for regulatory purposes in
order to comply with the requirement of a
plurality of shareholders established under Law
No. 19,550. Therefore, on August 15, 2014, the
Board of Directors of Grupo Clarín held a
meeting to take note of Resolution No.
902/AFSCA/2014 and to consider the note sent

283

by 34 South Media LLC, whereby the latter
offered Grupo Clarín and GC Minor the
possibility of reconsidering and accepting the
Original Offer submitted on June 26, 2014. At
such meeting of the Board of Directors, taking
into consideration the evident arbitrariness with
which AFSCA decided and behaved in
connection with Grupo Clarín and its
subsidiaries, the Board decided to accept the
Original Offer submitted by 34 South Media
LLC, stating its acceptance in writing in order
to, in this way, transfer Unit IV under the
Proposal to 34 South Media LLC. Consequently,
the Alternative Offer that had been approved by
the shareholders at the Shareholders’ Meeting of
Grupo Clarín that had been resumed after its
adjournment, was rendered without effect. At
the same Meeting, the Board decided to call a
new Extraordinary Shareholders’ Meeting of
Grupo Clarín in order for the shareholders to
ratify the decision of the Board of Directors in
connection with the acceptance of the original
Offer. Also on August 15, 2014, the Board of
Directors of GC Minor decided to approve the
Original Offer submitted by 34 South Media
LLC. Finally, also on August 15, 2014, Grupo
Clarín and GC Minor notified 34 South Media
LLC and Mr. Miguel El Haiek of the acceptance
of the Original Offer, which therefore became
binding on all the parties involved.

registered signals. The accepted Offer also
provided for the execution of content supply
agreements whereby the parties agreed on a
consideration that was calculated in every case
based on a percentage of the revenues generated
by the commercialization of the transferred cable
television signals, with an established minimum
consideration.

On August 19, 2014, Grupo Clarín, ARTEAR,
Radio Mitre and Cablevisión made a filing with
AFSCA in order to inform and certify that they
had duly completed all actions required of those
companies and necessary to implement the
Proposal in the terms in which it had been
approved pursuant to Resolution No.
193/AFSCA/2014. Consequently, the Company
deemed that AFSCA's inapplicable order issued
pursuant to Resolution No. 902/AFSCA/2014
had been responded. In that same filing, they
also requested AFSCA (i) to order and decide on
the prior acts that are necessary to complete the
process and that were requested in each of the
filings made by the Company, including an
extension of the term granted for the
implementation of the Proposal for as long as it
takes that Agency to analyze and instrument
such prior acts, and (ii) to compel the other
government agencies that must necessarily
intervene in that procedure, to issue the
corresponding authorizations that were required
prior to its final implementation to enable the
final completion of the process.

On September 19, 2014, the Company,
Cablevisión, ARTEAR and Radio Mitre were

284

served with Note No. 640
AFSCA/DGAJyR/SGAJ/DAyT/14, which
stated that the analysis of the Company's filings
yielded prima facie evidence of the existence
of corporate relationships between Audiovisual
Communication Service Units No. 1 and
No. 2 due to the fact that some of the proposed
trustees were individuals who were related
to each other through companies, thus verifying
relationships among them that could generate
undue concentration practices, which
would lead to a joint management of Units No.
1 and No. 2. Therefore, AFSCA granted those
companies a term of 10 (ten) days to allege
and provide evidence of the factual and legal
circumstances that might disprove the existence
of the above-mentioned relationships, the j
oint management of the trusts and, therefore,
the breach of the antitrust and deconcentration
principles provided under Law No. 26,522.

On September 22, 2014, at the General
Extraordinary Shareholders' Meeting, the
shareholders of the Company decided to ratify
all the decisions adopted by the Board of
Directors of the Company on August 15, 2014
in connection with the acceptance of the
firm and irrevocable offer to purchase the shares
and signals that made up Unit IV under the
Proposal received from 34 South Media LLC,
and consequently, to revoke the decision
approved under point 5 of the Agenda of the
General Extraordinary Shareholders' Meeting
held on June 30, 2014 and resumed on July 11,
2014 after its adjournment.

On October 6, 2014, the Company made a
filing with AFSCA in response to the request
made by that agency. The Company
requested that agency to dismiss without
further formalities Notes No.
640/AFSCA/DGAJyR/SGAJ/DAyT/2014 and
DAEYP No. 92 for being premature and
manifestly inappropriate and therefore
absolutely null and void. The Company also
requested that AFSCA consider the explanations
provided in response to its observations and
compel the other intervening authorities to
carry out the necessary administrative acts
to enable the final completion of the procedure
to conform the Company to the Audiovisual
Communication Services Law. The Company
also informed that agency of the decision of
the controlling shareholders to change the
proposed trustees who had been challenged by

that agency, reiterating that, in the Company’s
understanding, the trustees proposed in
the event that the spinoff of Grupo Clarín would
have been finally approved and implemented,
would have largely complied with the
Audiovisual Communication Services Law.

On October 9, 2014, AFSCA notified the
Company, ARTEAR, Radio Mitre and
Cablevisión of AFSCA Resolution No.
1,121/2014 whereby it decided to (i) reject the
spinoff project of the Company, the spinoff
project of Cablevisión, the formation of
the foreign trusts and the transfers proposed by
the Company, ARTEAR, Radio Mitre and
Cablevisión, (ii) initiate the Ex Officio Transfer
procedure pursuant to Section 1, subsection a) of
Annex I of AFSCA Resolution No. 2206/2012,
(iii) compel the Company, ARTEAR, Radio
Mitre and Cablevisión to expressly inform, in
the form of an affidavit—attaching the
corresponding supporting and evidentiary
documentation—within a term of fifteen (15)
days, whether all of the services and registrations
detailed in the list disclosed under Annex III of
Action No. 22,253 AFSCA/13 were owned
and/or exploited by said companies, indicating,
where appropriate, which of those services and
registrations were not owned by them and/or
were not exploited by them; failure to do so
would be sanctioned pursuant to Section 5 of
Annex I of AFSCA Resolution No. 2206/2012;
(iv) compel the Company, ARTEAR, Radio
Mitre and Cablevisión to expressly inform, in
the form of an affidavit—attaching the
supporting and evidentiary documentation—
within a term of fifteen (15) days, the detail of
any licenses owned or exploited by such
companies that may not have been included
under Annex III of Action No. 22,253-
AFSCA/13; failure to do so will be sanctioned
pursuant to Section 5 of Annex I of AFSCA
Resolution No. 2206/2012; (v) compel the
Company, ARTEAR, Radio Mitre and
Cablevisión to expressly inform, in the form
of an affidavit, within a term of fifteen (15)
days, the assets related to each license and/or
services that did not appear on the list identified
as “list of assets related to the service”, also
indicating whether or not the inclusion of
any such assets may not be appropriate; failure
to do so would be sanctioned pursuant to
Section 5 of Annex I of AFSCA Resolution
No. 2206/2012 and (vi) request in due time the
intervention of the Court of Appraisals

285

of Argentina, submitting to that Agency
the information related to the services, detailed
registrations and the essential assets related
to them, and especially the agreements and assets
contributed by the Company, for the purposes
provided under Section 3, Subsection c),
Annex I of AFSCA Resolution No. 2206/2012.

AFSCA sought to ground its Resolution
No. 1121/2014 in two alleged failures to comply
with the Proposal: i) the corporate relationship
and/or joint management of the business units
to be created and ii) the alleged failure to
comply with the committed divestitures. The
companies mentioned by AFSCA as companies
whose ownership and/or management would
generate, in the Enforcement Authority’s
judgment, corporate relationships with the
companies that submitted the proposal, i.e. the
Company, ARTEAR, Radio Mitre and
Cablevisión, (a) do not have any corporate
relationship with any of those companies and,
pursuant to Section 27 of the Audiovisual
Communication Services Law, do not control
and are not controlled by any of those
companies, (b) therefore, neither the Company,
nor ARTEAR, Radio Mitre or Cablevisión
was ever required to disclose those companies in
the Proposal. No such obligation arises from
the application of the law or from the
application of the regulations issued by AFSCA
itself. Moreover, the companies mentioned by
AFSCA do not result in the creation vertical or
horizontal integration processes with any of
the companies involved in the proposal, and do
not infringe the multiple license regime
provided under Section 45 of the Audiovisual
Communication Services Law. Under the
application of the Audiovisual Communication
Services Law or its regulations, the Company,
ARTEAR, Radio Mitre and Cablevisión
were not required to identify and/or disclose
information about any other company and/or
venture that was not directly or indirectly
related to the exploitation of audiovisual
communication services identified at the time

the Proposal was submitted. The AFSCA
also stated in its Resolution that the transactions
proposed to divest of certain assets in Units
3, 4, 5 and 6 included provisions that would
allow the Company to “recover its companies”
and would prevent the prospective buyers
from exercising their full ownership rights over
such companies. AFSCA has allowed in other
precedents identical rights, without considering
them as events of non-compliance with
the Audiovisual Communication Services Law.
The transfer of the full ownership over the
transferred assets may not be doubted, because
the transfer agreement specifically provides
for the acquisition of those assets by a third
party in exchange for the payment of a sum of
money, and in addition to the transfer of the
equity interests, the Company loses its exposure,
or right, over the variable returns generated
by those assets as well as the ability to affect
those returns.

Given the evident infringement of the
guarantees of due process and defense in court,
the Company, ARTEAR, Radio Mitre and
Cablevisión requested the recusation of the
AFSCA Directors who, without having read the
internal opinions issued in this regard and even
when this was not an item of the agenda,
approved AFSCA Resolution No. 1121/2014,
as well as the public officials who were actively
involved in the process.

By means of Decree No. 1942/2014, the
National Executive Branch decided to dismiss
the recusation requested by the Company.

Subsequently, on October 28, 2014, the
Company, Cablevisión, ARTEAR and Radio
Mitre made a filing with AFSCA in order to
request that agency to dismiss all the decisions
rendered by the intervening Areas within the
framework of Opinion No. 001488-DGAJyR/14
and to declare the nullity of AFSCA Resolution
No. 1121/2014.

286

procedure until a decision is rendered with
respect to the injunction requested by the
Company”. The Company informed AFSCA of
such decision through a Notarial Certificate on
the very same date, October 31, 2014.
Therefore, the Company was not under an
obligation to respond to the requests provided
under Sections 3, 4 and 5 of Resolution No.
1,121/AFSCA/2014 as long as the interim
injunction is in effect.

After being served with AFSCA Resolution No.
2,276/AFSCA/2012, the claimants had
requested an injunction in re “GRUPO
CLARÍN v. NATIONAL GOVERNMENT re/
Incidental procedure relating to appeal" ordering
the suspension of the application of point b),
Subsection 3, Section 161 of Decree No.
1,225/2010, of Section C “Ex officio transfer”,
of Chapter III, Annex I, of AFSCA Resolution
No. 297/2010, and of the ex officio transfer
procedure provided under Annex I, of AFSCA
Resolution No. 2,206/2012, and ordering
AFSCA to abstain from: i) transferring ex officio
the broadcasting licenses exploited by the
claimants, ii) declaring the expiration of their
licenses as a consequence of the failure to
transfer such licenses ex officio and/or the breach
of the challenged laws and iii) ordering the
intervention and/or any other measure that
might prevent the Company's normal
management and the rendering of the
audiovisual and internet access services until a
final decision was rendered in the case. The
purpose of the incidental procedure relating to
appeal was to request the declaration of
unconstitutionality of: 1) point b), Subsection 3,
Section 161 of Decree No. 1,225/2010; 2) point
1 of Chapter 1 of AFSCA Resolution No.
297/2010, which provides for a term of thirty
days to submit a proposal to conform the
Company to the Audiovisual Communication
Services Law; 3) Section C “Ex officio transfer”,
of Chapter III, Annex I, of AFSCA Resolution
No. 297/2010; 4) the first paragraph of Section
43 of Decree No. 1,225/2010; and 5) AFSCA
Resolution No. 2,206/2012 to the extent it
amends and regulates, in its Annex I, the ex
officio transfer procedure for licenses and the
essential assets related thereto. Given the fact
that Resolution No. 2,276/12, which had also
ordered the ex-officio forced divestiture
procedure, was revoked by AFSCA after the
Proposal had been submitted, the preliminary
injunction was granted only after the claimants

were served notice of AFSCA Resolution No.
1,121/2014.

In view of the serious irregularities mentioned
above, upon a request made by Grupo Clarín,
ARTEAR and Radio Mitre in re “GRUPO
CLARÍN S.A. and Other v. National
Government and Other on Merely Declarative
Action on Motion for appeal” (File 7,263/2012),
on December 9, 2014, the National Court of
First Instance on Federal Civil and Commercial
Matters No. 1, Clerk’s Office No. 1, granted an
injunction that suspended the effects of
Resolution No. 1,121/AFSCA/2014 for a term
of six months. This injunction has the same
purpose as the above-mentioned interim
injunction. Both AFSCA and the National
Government were served with this decision and
they both filed an appeal. The appeals were
substantiated and the file was submitted to
Chamber No. 1 of the National Court of
Appeals on Federal Civil and Commercial
Matters, which had to render a decision on the
appeals.

On February 20, 2015, the Company was served
notice of the decision rendered by the National
Court of Appeals on Federal Civil and
Commercial Matters, Chamber No. 1, whereby,
on February 19, 2015, it confirmed the decision
rendered by the Court of Federal Civil and
Commercial Matters No. 1 in re “GRUPO
CLARÍN v. NATIONAL GOVERNMENT re
Incidental Procedure.”

287

and malicious errors relating to the
interpretation and application of effective
legislation, inevitably rendering such Resolution
null and void. For these reasons, the affected
companies requested the Resolution's
nullification before an administrative court.

Therefore-and given AFSCA’s arbitrary and
discriminatory decisions and the Company’s
understanding that AFSCA made an
unconstitutional application of Sections 45, 48
and 161 of Law No. 26,522, of Decree No.
1,225/10 and of the implementing regulations
issued pursuant to AFSCA Resolutions Nos.
297/2010 and 2,206/2012-on March 5, 2015,
the claimants broadened the scope of the claim
filed in re “GRUPO CLARÍN v. NATIONAL
GOVERNMENT on Incidental Procedure”
(File 7,263/2012)”, and requested the judge to:
(i) declare that AFSCA’s enforcement of Sections
45, 48 and 161 of the LSCA on the claimants
through AFSCA Resolution No. 1,121/14 is
unconstitutional and infringes the right to
freedom of the press, property, equality before
the law, due process, defense in court and the
principle of reasonableness with which those
powers must necessarily be exercised; (ii) declare,
if necessary, that each and every resolution
related to this unconstitutional enforcement, in
particular AFSCA Resolution No. 1,121/14, is
illegitimate and null and void; (iii) order
claimants to comply with the legitimate legal
obligation to conform to the LSCA, voluntarily
applying the criteria adopted by AFSCA on
other proposals and to order AFSCA to refrain
from discriminating against the claimants in the
consideration of their proposal to conform to the
license regime provided under Section 45 of Law
No. 26,522 and to comply with the conditions
established in Recital 74 of the Supreme Court’s
decision in re “Grupo Clarín and Other v.
National Government on Incidental Procedure”
for the application of Law No. 26,522; and, (iv)
order the National Government to carry out
each and every act required to implement the
proposal submitted by the claimants that were
identified in the Proposal.

The defendants filed an appeal requesting that
the Judge revoke his decision that had extended
the scope of the claim. The appeal was dismissed
by the Judge and became final.

On May 18, 2015, Grupo Clarín, ARTEAR and
Radio Mitre requested an extension of the effects

of the interim injunction. Notice of such request
was served on the defendants, which filed a
response in due time and form objecting to such
request. On July 15, 2015, the requested
extension was granted for a term of six months,
counted as from the date on which notice was
served, that is to say, on July 15.

The defendants filed an appeal against the
extension of the effects of the interim injunction.
On November 5, 2015, the Company was
served with the decision rendered by Chamber
No. 1 of the National Court of Appeals on
Federal Civil and Commercial Matters, which
on November 3, 2015 decided to confirm the
extension of the effects of the interim injunction
that suspends the effects of Resolution No.
1,121/AFSCA/2014 and the “Ex-Officio
Transfer Procedure.”

Within the framework of the claims brought by
Cablevisión in view of the imminent
dispossession of its assets and licenses as a result
of the decisions rendered by AFSCA since the
enactment of Law No. 26,522, on November
27, 2012, that company requested a preliminary
injunction against AFSCA and the Executive
Branch providing, among other things, that
neither the National Government nor the
Provincial Government nor their agencies, may
intervene, confiscate, dispossess, divest,
reallocate, or make a public and/or private
offering of any medium, license, brand, signal,
equipment, facilities and/or content owned by
Cablevisión based on reasons of public interest
or for any other reason. After several judicial
instances, and pursuant to a decision rendered
by the Supreme Court of Argentina, Cablevisión
amended the original injunction request and
asked the Judge to provide: (i) that neither the
National Government nor the Provincial
Government nor their agencies may intervene,
confiscate, dispossess, divest, reallocate, or make
a public and/or private offering of any medium,
license, brand, signal, equipment, facilities
and/or contents owned by Cablevisión S.A.
based on reasons of public interest or for any
other reason; (ii) that neither the National

288

Government nor any of its autarchic agencies
may intervene or participate, directly or
indirectly, in the management and
administration of Cablevisión; (iii) the
maintenance with full legal and temporal effects
of the factual and legal situation existing as of
that date with respect to the audiovisual
communication and telecommunication service
licenses, broadcast signals and other assets owned
by Cablevisión that are necessary for that
company to exercise its rights to freedom of the
press, freedom of speech, and freedom of
information and opinion guaranteed by the
constitution; and (iv) that neither the National
Government nor any of its autarchic agencies
may censor, review, intervene, interfere, change
or alter the contents broadcast by Cablevisión
S.A.

On July 16, 2015, AFSCA and the National
Government were served notice of the decision
rendered by the Court of Appeals. As of the date
of these financial statements, an appeal may be
filed against this decision.

The term of the injunction expired and the
Company requested an extension, which is
pending before the Federal Court of Appeals of
Mar del Plata.

On June 4, 2015, AFSCA requested a
preliminary injunction ordering Cablevisión to
refrain from entering into agreements, selling
and/or accepting new subscribers on the grounds
that the company exceeded the limit set forth
under Law No. 26,522. Once the corresponding
responses were filed, this request was dismissed
by the Judge on July 15, 2015. To date, this
decision is not yet final. This claim is pending
before Civil and Commercial Court No. 1,
Clerk’s Office No. 1. The Court of Appeals
confirmed the dismissal of the Court of First
Instance.

Given the issuance of Resolution No.
1,121/AFSCA/2014, currently suspended by the
court, the Company, ARTEAR and IESA made
a filing before AFSCA on April 22, 2015
requesting this agency to inform them how to
proceed in order to comply with the procedure
established under Resolution No.
1,323/AFSCA/2014 concerning the registration
of the signals “El Trece Satelital”, “Magazine,
“Quiero Música en mi idioma” and “Volver”.
These signals had been transferred by ARTEAR
to IESA in accordance with the proposal that
had been declared formally admissible pursuant
to Resolution No. 193/AFSCA/2014. The
AFSCA stated that until a final decision was
rendered on the process to conform the
companies involved to the LSCA, the signals had
to continue to be registered under the name of
its original holder, i.e. ARTEAR.

It should be noted that the decision rendered by
the Supreme Court of Argentina on October 29,
2013 expressly states the claimant companies’
right to claim economic damages caused to the
Company and its subsidiaries as a consequence
of the reorganization required to conform to the
law. Accordingly, under the proposal submitted
to AFSCA on November 4, 2013 the Company
expressly reserved its right to bring judicial
actions to claim for those damages.

289

Company made an explicit and unequivocal
reservation of rights to (i) amend the proposal
submitted in the event that the Agency were to
allow and/or authorize the application of a more
favorable interpretation of the law with respect
to any other licensee and/or holder of a
registered title and (ii) challenge judicially any
infringement of the guarantees of due process,
equality before the law and defense in court that
may take place in the process to conform to the
provisions of the LSCA. The foregoing
contemplated that the Company and its
subsidiaries should have had and should
continue to have access to all of the same
mechanisms to conform to the provisions of the
LSCA as the other licensees. The filing of such
Proposal -which did not entail the waiver of the
rights of the filing companies- was based, for
that reason, on a key pillar: equal treatment
under the terms of Section 16 of the Argentine
National Constitution and strict compliance
with the implementing regulations detailed by
the Supreme Court of Argentina in the grounds
of the decision rendered in the above-mentioned
case, in which it states that the enforcement
authority shall abide strictly by the principles of
the National Constitution, the international
treaties incorporated into it and the law itself,
respecting equal treatment, without
discriminating on the basis of dissenting
opinions and guaranteeing the citizens’ right to
have access to plural information. Therefore,
taking into consideration: (i) that AFSCA
violated Section 16 of the National Constitution
because it applied certain criteria in the
consideration of other proposals that were
different from those applied to the Proposal
submitted by the Company, discriminating
against the Company and its subsidiaries; and
(ii) that the new regulatory framework
introduced by the Emergency Decree changes
the legal situation of the Company and its
subsidiaries with respect to regulatory matters,
the shareholders of the Company at the General
Extraordinary Shareholders’ Meeting held on
January 12, 2016 decided: (a) To render without
effect the Proposal and, therefore, to render
without effect, in all relevant aspects, the
decisions of the shareholders at the shareholders'
meetings of March 20, 2014, of June 30, 2014-
including the subsequent reconvened meeting
after its adjournment on July 11, 2014-and of
September 22, 2014, at which the shareholders
made corporate decisions to implement such
Proposal, including without limitation the

partial spinoff of the Company and its
subsidiaries; (b) to maintain under the
ownership of Inversora de Eventos S.A. the
signals that had been previously transferred by
Artear S.A., given that such sale is already
consummated as of the date of the shareholders'
meeting; (c) to instruct the Board of Directors of
the Company to appear before the various
regulatory agencies involved and to render
without effect all pending requests for
authorisation and/or registrations relating to the
Proposal and, (d) to instruct the Board of
Directors of the Company to analyze and
recommend the course of action that the
Company should follow in order to comply with
the applicable legal framework, with special
consideration of recent developments.

11.4.2 Resolution No. 577/COMFER/09
Under Proceeding File No. 21.788/08 dated
November 17, 2008, Cablevisión informed the
COMFER about the corporate business
reorganization process effective as of October 1,
2008. In that same act, Cablevisión informed
the COMFER about: i) all the licenses to which
it became universal successor under the
corporate business reorganization process; ii) the
exercise of an option for one of the licenses in
each of the locations where it held multiple
licenses, and iii) the relinquishment of original
licenses and extensions so as to eliminate the
multiple licenses accumulated in each of the
locations where it held multiple licenses. As a
result of such corporate business reorganization
process, Cablevisión became the universal
successor of 158 licenses to exploit

290

Supplementary Services in several locations
(pursuant to section 44, subsection b) of Law
22,285). To avoid having multiple licenses,
Cablevisión informed the COMFER about its
irrevocable intention to relinquish a total of 78
licenses (including original licenses and
extensions) so as to eliminate all the
supplementary service licenses that exceeded the
limit set for supplementary services in each
location (which was one license per designated
area). Notwithstanding the foregoing, through
Resolution No. 577/COMFER/09, the
COMFER illegitimately decided to withhold
approval of the merger requested by Cablevisión,
requesting Cablevisión to submit a divestiture
plan on the grounds that the license
relinquishments spontaneously communicated
by Cablevisión were not sufficient.

On March 3, 2010, the Company brought a
claim seeking to nullify COMFER Resolution
No. 577/09. Upon being served with this claim,
the COMFER filed an exception, which was
responded by Cablevisión. On September 4,
2012 the Judge decided to dismiss the exception
filed by the COMFER, which shall bear the
legal costs incurred. On December 13, 2012 the
draft notice of such decision was submitted to
the Court, which then issued the official notice
on December 26, 2012. Together with the draft
notice, a request was submitted to set the
preliminary hearing (before the discovery
proceedings). Such dismissal was appealed by the
COMFER and ratified by the Court of Appeals.
Subsequently, the judge ordered discovery
proceedings. As of the date of these financial
statements, the proceeding was at the discovery
stage. The COMFER (subsequently AFSCA)
reported a new fact (AFSCA Resolution No.
193/2014). Cablevisión filed a response and the
Court granted COMFER's request. In its
decision, the Court held that the parties have
different criteria about the interpretation of such
resolution.

The ENACOM issued Resolution No.
17/ENACOM/2016, which revoked Resolution
No. 577/COMFER/09. In this respect, the
Company will report the new development in
the case file.

11.4.3 Other Resolutions issued by AFSCA
We refer to Resolution No. 1,329/AFSCA/2014,
which amends Resolution No.
1,047/AFSCA/2014, whereby the AFSCA

approved the National Standard for Terrestrial
and Broadcast Digital Television Audiovisual
Communication Services, and to Decree No.
2,456/2014, which approves the National Digital
Audiovisual Communication Services Plan. Both
the Resolution and the Decree are manifestly
contrary to Law No. 26,522, which has higher
hierarchy, because they contradict the rights of
the current licensees of broadcast television
services, including ARTEAR and the subsidiaries
that exploit broadcast television services.

This regulatory framework was subsequently
supplemented by three resolutions. Through
Resolution No. 24/AFSCA/2015, AFSCA
approved the Technical Plan for Terrestrial
Digital Television Frequencies for important
areas of the national territory. Through
Resolution No. 35/AFSCA/2015, AFSCA
allocated a digital television station on a
permanent basis to the current licensees of
analog broadcast stations, among which are
ARTEAR and its subsidiary TELECOR S.A.C.I.
in order to develop their transition to digital
technology. Finally, through Resolution No.
39/AFSCA/2015, AFSCA called for public bids
for the award of digital television licenses
according to the illegitimate categories created by
the regulations of the LSCA. Through this
regulatory framework, the rights of the current
broadcast television licensees are infringed. These
rights should be preserved intact as provided
under Law No. 26,522, which has higher
hierarchy. The main effect of these regulations,
among their technical effects, is that the current
broadcast television licensees that obtained their
licenses pursuant to Law No. 22,285 will have to
bear additional charges and obligations
including, among other things, multiplexing and
broadcasting under their own responsibility other
broadcast television stations.

Since the changes introduced under this
regulatory framework have an impact on the
responsibilities and rights of the companies
involved, ARTEAR and TELECOR S.A.C.I. filed
a claim before AFSCA requesting the revocation
of Resolutions No. 1,329/AFSCA/2014,
24/AFSCA/2015, 35/AFSCA/2015 and
39/AFSCA/2015 to preserve their rights intact as
direct or indirect broadcast television service
licensees. They also filed a claim before the
National Executive Branch requesting the repeal
of Decree No. 2,456/2014. As of the date of
these financial statements, the claim filed before

291

AFSCA was dismissed. Therefore, ARTEAR
challenged before the courts that agency’s
decision to dismiss the claim. The claim filed
before the National Executive Branch is still
pending resolution.

11.4.4 Other Matters Related to the Federal

Broadcasting Committee (COMFER, for its Spanish

acronym), subsequently Audiovisual Communication

Services Law Federal Enforcement Authority

(AFSCA), now ENACOM (for its Spanish acronym).

CABLEVISION
As from November 1, 2002 and until
December 31, 2015, COMFER and AFSCA
have initiated summary administrative
proceedings against Cablevisión and Multicanal
(merged into Cablevisión) for infringements
of regulations relating to programming content.
Accordingly, a provision has been set up in
this regard.

11.4.5. Bidding terms for the award of a physical link

subscription television services.
Pursuant to Resolution No. 432/2011, AFSCA
approved new bidding terms and conditions for
the granting of licenses for physical link
subscription television services. As a consequence
of the issuance of AFSCA Resolution No.
193/2014, Cablevisión purchased Bidding
Forms to apply for certain licenses, in cases in
which, as a consequence of the license
consolidation process that was implemented,
locations that used to be authorized as area
extensions had to become license heads as a
result of the reorganization, and also in the cases
in which the original term had fully expired.

Notwithstanding the foregoing, Cablevisión
understands that the filings made by that
Company became moot as a result of the
application of the Emergency Decree, see Note
11.4.3.

11.4.6. Other charges brought by AFSCA.
Between September and October 2011, AFSCA
brought 46 charges for delegation of the
exploitation of several licenses of which
Cablevisión is currently the legal successor. The
charges were brought within the framework of
COMFER file No. 2,005/08, relating to the
registration of the corporate reorganization
whereby Multicanal and Teledigital, among other
subsidiaries, merged into Cablevisión and in
which through Resolution No.
577/COMFER/09 the merger process had been
rejected. Even though Cablevisión submitted the
appropriate responses on behalf of the merged
licensees that had been charged, no decision was
ever rendered in that respect. Subsequently, the
ENACOM issued Resolution No.
17/ENACOM/16, whereby it revoked
Resolution No. 577/COMFER/09. Therefore,
Cablevisión understands that the charges became
moot and, therefore, it will request the
ENACOM to file the proceedings.

11.4.7. Programming Grid
AFSCA Resolution No. 296/2010, as amended
and/or supplemented, provided guidelines for
the organization of the programming grids that
had to be followed by the owners of subscription
television audiovisual services. This resolution
regulated section 65, subsections a) and b) of the
LSCA and supplemented the provisions of the
regulations to the same section of Decree No.
1,225/2010.

In spite of Cablevisión’s efforts to organize its
programming grids in accordance with the
provisions of section 65 of Law No. 26,522,
AFSCA initiated multiple summary proceedings
in connection with the cable television licenses
of which Cablevisión is the lawful successor.
AFSCA contended that Cablevisión had failed to
comply with the regulations set forth by AFSCA
Resolution No. 296/2010. Cablevisión
submitted the responses set forth under section
1, Exhibit II of AFSCA Resolution No.
224/2010 in connection with such accusations.
A decision has been rendered on some of the
summary proceedings and, as a result, a fine was
imposed on Cablevisión, while other proceedings

292

are pending resolution. Cablevisión has appealed
these decisions. Some of the appeals filed by
Cablevisión have been decided against it and
were appealed.

Insofar as Cablevisión is concerned, as of the
date of these financial statements, an
injunction issued in re “CABLEVISIÓN S.A. v.
NATIONAL GOVERNMENT AND
OTHERS ON COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS” by the Federal Court of Appeals of
the City of Mar del Plata, whereby that Court
revoked the decision rendered in the First
Instance, remains in full force and effect. The
decision rendered in the First Instance had
ordered the dismissal of Cablevisión’s request.
The Court of Appeals ordered AFSCA to
suspend - until a final decision was rendered on
the matter - the application of the penalties
derived from the alleged non-compliance with
section 65 of Law No. 26,522 and Decree No.
1.225/2010. Therefore, it also suspended the
application of section 6 of AFSCA Resolution
No. 296/2010 on the grounds that Cablevisión’s
alleged serious non-compliance was not
contemplated in the Law or in the Decree.
The National Government filed an appeal with
the Supreme Court against this decision.
Such appeal was dismissed. Consequently,
AFSCA filed a direct appeal with the Supreme
Court, which is still pending resolution.

In re “AFSCA v. CABLEVISION SA Decree
1225/10 - RES. 296/10 on/ Proceeding
leading to a declaratory judgment” currently
pending before the Federal Court of First
Instance on Administrative Matters No. 9, on
May 16, 2012 the Court granted an injunction
that had been requested by AFSCA, ordering
Cablevisión and/or the pay television
audiovisual services it exploits, to conform to
Section 65, paragraph 3 b) of Decree No.
1.225/2010 and Sections 1, 2, 3, 4 and 5 of
AFSCA Resolution No. 296/2010, until a final
judgment is rendered on the merits of the case.
Cablevisión has appealed such injunction.

that ordered Cablevisión to comply with
Section 65 of Decree No. 1.225/2010 and
AFSCA Resolution No. 296/2010. Cablevisión
filed an appeal against that decision in due
time and form. However, the Court of Appeals
ignored the strong grounds asserted by
Cablevisión; partially confirmed the decision
rendered in the first instance; and reduced
the fine to Ps. 2,000 per day for each day
of delay, to be calculated as from the date the
decision is deemed final. An appeal was
filed with the Supreme Court of Argentina,
which was dismissed by the intervening
Chamber. Cablevisión filed an appeal against
such decision, which was dismissed by the
Supreme Court of Argentina.

On October 21, 2013 Cablevisión was served
with new charges brought for alleged
noncompliance with AFSCA Resolution No.
296/2010, clearly violating the preliminary
injunction mentioned above. Accordingly,
Cablevisión filed an appeal, but no decision has
been rendered on the matter as of the date of
these financial statements.

On December 23, 2013, Cablevisión informed
AFSCA of its new programming grid in digital
and analogical systems, expressly maintaining the
reserves brought to continue challenging the
legality and constitutionality of section 65 of
Decree No. 1,225/2010 and AFSCA Resolution
No. 296/2010, as amended.

Section 7 of the Emergency Decree, which
amends, among others, Section 10 of Law No.
27,078 sets forth that all the physical link and
radio electric link subscription television services
shall be governed by the Digital Argentina Act.
Therefore, Cablevisión is no longer subject to
Section 65 and its implementing regulations.

11.4.8. Fibertel License.
On August 5, 2010, Cablevisión was served with
CNC Resolution No. 2.936/2010 within the
framework of Administrative Proceeding File
No. 2,940/2010, pursuant to which Cablevisión
and/or any other individual or entity through
which the services relating to the licenses and
registrations granted to FIBERTEL S.A.
("Fibertel") may be rendered shall refrain from
adding new subscribers and from altering the
conditions under which the services are currently
rendered.

293

To decide as it did, the Argentine
Communications Commission disregarded the
corporate reorganization that was completed and
registered before the IGJ, whereby Fibertel
merged into Cablevisión effective as of April 1,
2003. By virtue of that merger process,
Cablevisión became the universal successor to all
of the assets, rights and obligations of Fibertel as
the merged company, among them, the
Exclusive License awarded through SECOM
Resolutions No. 100/96, 2.375/97, 168/02 and
83/03. Therefore, Fibertel did not transfer or
divest of its rights and obligations to third
parties - among them, those derived from the
above-mentioned Exclusive License. Fibertel
continued to carry out its activities through
Cablevisión as surviving company. In order to
implement the above-mentioned corporate
business reorganization, on March 5, 2003, the
Argentine Communications Commission and
the SECOM were notified of the corporate
business reorganization for its acknowledgement.
The technical and legal areas of the Argentine
Communications Commission issued a favorable
resolution with respect to the compliance with
the requirements of current regulations to
register Fibertel’s license under the name of
Cablevisión. SECOM had a term of 60 days to
decide on the corporate business reorganization.
However, such agency failed to render a decision
as required by the applicable regulations. Not
until August 19, 2010 did SECOM issue
Resolution No. 100/10, revoking Fibertel’s
license.

Cablevisión believed that the Resolution was
arbitrary and that it flagrantly violated due
process and its defense right. Therefore,
Cablevisión appealed such resolution.

Argentine General Associations Law, is the
successor of Fibertel and, therefore, the holder of
the exclusive telecommunication service license
and of the registrations that had been previously
granted to Fibertel. More than eight years after
that request, in spite of the existence of a draft of
a favorable decision in the case file, with a
completely arbitrary attitude that contradicts
other precedents of the same agency and without
prior notice that would have allowed Cablevisión
to exercise its defense right, the SECOM ordered
that the license be revoked and that the users
migrate within 90 days of the resolution’s
notification. On August 26, 2010 Cablevisión
filed an appeal requesting the reversal of the
resolutions, and if such appeal is rejected, a
subsidiary appeal against that Resolution before
the highest administrative authority. The appeal
was dismissed pursuant to SECOM Resolution
No. 132/10 dated October 7, 2010. However,
since Cablevisión had filed a subsidiary appeal to
have the case heard by the highest administrative
authority, the file was submitted to the Ministry
of Federal Planning, Public Investment and
Services (“MINPLAN”, for its Spanish
acronym).

On February 24, 2011, Chamber No. 3 of the
Federal Court of Appeals on Civil and
Commercial Matters of the City of Buenos
Aires, in re “ANTITRUST ASSOCIATION V.
NATIONAL GOVERNMENT MEDIA
SECRETARIAT ON COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS” confirmed the decision rendered in
the first instance, stating that the National
Government, Media Secretariat, shall refrain
from disrupting or limiting in any way the
Internet access services offered by Cablevisión. It
also partially amended the above decision by
broadening its effects, ordering the National
Government to refrain from enforcing
Resolution No. 100/10, thus allowing new
customers to subscribe to the Internet access
services offered by Cablevisión.

294

subscribers the possibility to subscribe to the
Internet Access service offered by Cablevisión.

On December 20, 2011, at the request of
Cablevisión, a new preliminary injunction was
issued in re “CABLEVISION S.A. v. National
Government - Argentine Secretariat of
Communications on COMPLAINT FOR THE
PROTECTION OF CONSTITUTIONAL
RIGHTS”. On the basis of the above-mentioned
precedent, and on the existing connection
between the subject matters of both cases, as
alleged by Cablevisión, the injunction ordered
the suspension of the effects of SECOM
Resolution No. 100/10. The National
Government filed an appeal with Chamber No.
3 of the National Court of Appeals on Federal
Civil and Commercial Matters. On October 23,
2014, the preliminary injunction was ratified by
the National Court of Appeals. The National
Government filed an appeal against the decision
rendered by the National Court of Appeals to
have the case brought before the Supreme Court.
Such appeal was dismissed by the Court of
Appeals and the National Government filed a
direct appeal with the Supreme Court.

Due to the imminent possibility that the
application of Law No. 26,522 will affect the
assets used to provide Internet access services,
within the framework of this same file
Cablevisión requested the extension of the scope
of the effective injunction, which was granted on
December 6, 2012.

Based on the decisions rendered by Chamber
No. 3 on the above-mentioned preliminary
injunctions, Cablevisión is authorized to
continue to render the telecommunication
services granted to Fibertel.

This Resolution, which had been issued by the
former Secretariat of Communications, had
revoked the exclusive telecommunication service
license held by Fibertel S.A., which was merged
into Cablevisión S.A.

11.4.9. Nextel
On September 10, 2015, the Board of Directors
of Cablevisión approved the assignment of the
rights and obligations held by Grupo Clarín
under an offer it had submitted to NII Mercosur
Telecom, S.L.U. and NII Mercosur Móviles,
S.L.U. (hereinafter, the “Sellers”) for the
acquisition of 49% of the capital stock of
NEXTEL COMMUNICATIONS
ARGENTINA S.R.L. and an option to acquire,
together with its subsidiary Televisión Dirigida
S.A., subject to certain conditions -among them,
the regulatory approvals- 51% of the remaining
capital stock. The price of the transaction was
USD 165 million (out of this amount, USD 80
million accounts for 49% and USD 85 million
accounts for 51%) plus the right to collect an
additional amount of up to USD 13 million
subject to the fulfillment of certain conditions.
The offer submitted by Grupo Clarín was
subject to the acceptance of the Sellers. On
September 11, 2015, the Sellers accepted the
offer submitted by Grupo Clarín and, on the
same date, the Sellers accepted the assignment of
the rights under such offer in favor of
Cablevisión, offering Cablevisión the acquisition
of 49 % of the capital stock of Nextel and the
option to acquire the remaining 51%. In order
to guarantee the rights and obligations under the
offer, the capital stock owned by NII Mercosur
Móviles, S.L.U. was pledged (subject to
registration with the Public Registry of
Commerce). The transaction was executed on
September 14, 2015 with the aggregate payment
by Cablevisión and its subsidiary of USD 159
million. The companies undertook to create an
USD 6 million guarantee fund with the balance
to cover any potential liabilities of Nextel (this
fund was set up on October 7, 2015). In
addition, upon the fulfillment of certain
conditions precedent, on October 1, 2015,
Cablevisión paid to the Sellers the additional
amount of USD 12,73 million. As of the date of
these financial statements, the assignment of 49
% of the capital stock of Nextel in favor of
Cablevisión has not yet been registered with the
Public Registry of Commerce. Nextel will
continue to be controlled and operated by the
Sellers until the option to acquire the remaining

295

51% of the capital stock had been exercised.
Subsequently, on January 27, 2016, Cablevisión
and its subsidiary Televisión Dirigida S.A.
decided to exercise the option to acquire the
remaining 51% of the capital stock and votes of
Nextel, and, consequently, Cablevisión became
the holder of 51.4% of the capital stock and
votes of Nextel and Televisión Dirigida S.A.
became the holder of the remaining 48.6%.

Cablevisión and the Company, together with
Nextel, notified AFTIC of the transaction and in
that same act they requested the recusation for
cause of the Directors Norberto Carlos Berner
and Nicolás Ernesto Karavaski.

Through Decree No. 1,950/15, the National
Executive Branch dismissed the requested
recusations.

Subsequently, through Resolution No.
326/2015, AFTIC rendered a decision whereby
it considered that the transaction executed
between Grupo Clarín, NII Mercosur Telecom,
S.L.U. and NII Mercosur Móviles, S.L.U.
infringed current regulations, in the
understanding that there was a change of control
of the licensee. In that same act, AFTIC held
that Grupo Clarín and Cablevisión were not to
be considered parties to the administrative
proceeding since they did not have a legitimate
interest and ordered Nextel, subject of the
transfer of 49% of its capital stock, to cancel the
above-mentioned transfer.

Through Resolution No. 325/2015, AFTIC
decided, abruptly and without prior notice of its
decision, to dismiss the requests for extensions of
certain frequencies allocated to Nextel, revoking
them in that same act.

After both administrative acts became public, the
Company and Cablevisión, which had not been
served with Resolution No. 326/2015, made a
filing before AFTIC requesting access to the

administrative file. The request was dismissed by
the Enforcement Authority through Resolution
No. 2,472/2015 on the grounds that the
Company and Cablevisión were not considered
to be parties to the proceeding.

Nextel first requested the suspension of the
effects of Resolutions No. 325/2015 and
326/2015, respectively, and then filed an appeal
against both acts.

Therefore, on January 29, 2016, Cablevisión and
Nextel made a filing before the ENACOM as
established under Section 8 of Decree No.
267/15 which amends Section 13 of Law No.
27,078 in order to request authorization for the
change of control in full compliance with the
new legal framework.

296

This transaction is subject to the corresponding
administrative approval of the CNDC.

Through ENACOM Resolution No. 280/2016,
served on Cablevisión on March 8, 2016, the
Enforcement Authority authorized the changes
in the equity interests of Nextel in favor of
Cablevisión S.A.

11.4.10 Audiovisual Communications Law of the

Republic of Uruguay
Law No. 19,307 was published in the Official
Gazette of the Republic of Uruguay on January
14, 2015. This Law governs radio, television,
and other audiovisual communication services
(hereinafter, the “Audiovisual Communications
Law”). Section 202 of this law provides that the
Executive Branch shall issue the implementing
regulations for this law within a 120-day term as
from the day following the publication of this
law in the Official Gazette. As of the date of the
financial statements, only Decree No. 45/015
has been issued, but the implementing
regulations for most of the sections of this law
are still pending. Such Decree provides that the
concession for the use and allocation of the
radio-electric spectrum for non-satellite
audiovisual communication services shall be
granted for a term of 15 years.

Section 54 of the Audiovisual Communications
Law provides that an individual or legal entity
cannot be allocated the full or partial ownership
of more than 6 authorizations or licenses to
render television services to subscribers
throughout the national territory of Uruguay.
Such limit is reduced to 3 if one of the
authorizations or licenses includes the
department of Montevideo. Section 189 of this
law provides that in the cases where such limits
were exceeded as of the entry into force of the
Law, the owners of those audiovisual
communication services shall transfer the
necessary authorizations or licenses so as not to
exceed the limits mentioned above within a term
of 4 years as from the date of entry into force of
the Audiovisual Communications Law.

companies against certain sections of the above-
mentioned law to consider whether the decisions
to be rendered by the Supreme Court in those
proceedings may be favorable to the position of
Adesol S.A. in the future. As of the date of these
financial statements, the Supreme Court has not
yet issued any decision on those proceedings.
However, the Prosecutor's Office has issued four
opinions in this respect, which are not binding
on the Ministers of the Supreme Court.

The decisions to be made based on these
financial statements should contemplate the
eventual impact that these changes in the
regulatory framework may have on Cablevisión
and its subsidiaries in the Republic of Uruguay.
The Company’s financial statements should be
read in the light of this uncertain environment.

Note 12

Capital Stock Structure
Upon the Company’s public offering
during 2007, the capital stock amounted to
Ps. 287,418,584, represented by:

- 75.980.304 Class A common, registered, non-
endorsable shares, with nominal value of Ps. 1
each and entitled to 5 votes per share.

- 186,281,411 Class B book-entry common
shares, with nominal value of Ps. 1 each
and entitled to 1 vote per share.

- 25,156,869 Class C common, registered,
non-endorsable shares, with nominal value of
Ps. 1 each and entitled to 1 vote per share.

On October 5 and 11, 2007, the CNV and
BCBA, respectively, granted authorization for the
Company’s admission to the initial public offering
of its capital stock. Said authorizations
contemplated (i) the public offering of its Class B
book-entry common shares, (ii) the listing of its
Class B book-entry common shares, and (iii) the
listing of its registered non-endorsable Class C
common shares, trading of which was suspended
due to restrictions on transfers set forth by the
Bylaws. Also in the last quarter of 2007, the
Company was granted authorization for the listing
of its GDSs in the LSE. Each GDS represents two
of the Company’s Class B common shares.

297

Note 13

Note 14

Financial Instruments

14.1 Financial Risks Management
Grupo Clarín is a party to transactions
involving financial instruments, which entail
exposure to market, currency and interest rate
risks. The management of these risks is based
on the particular analysis of each situation,
taking into account its own estimates and those
made by third parties of the evolution of the
respective factors.

14.1.1 Capital Risk Management
Grupo Clarín manages its capital structure
seeking to ensure its ability to continue
as an ongoing concern, while maximizing the
return to its shareholders through the
optimization of debt and equity balances.

As part of this process, Grupo Clarín monitors
its capital structure through the debt-to-equity
ratio, which is equal to the quotient of its
net debt (Debt less Cash and Cash Equivalents)
divided by shareholders’ equity.

The debt-to-equity ratio for the years ended
December 31, 2015 and 2014 is as follows:

Long-Term Savings Plan for Employees
During the last quarter of 2007, the Company,
together with its subsidiaries, began to
implement a long-term savings plan for certain
executives (directors and managers comprising
the “executive payroll”), which became
effective in January 2008. Executives who adhere
to such plan undertake to contribute regularly
a portion of their salary (variable within a certain
range, at the employee’s option) to a fund
that will allow them to strengthen their savings
capacity. Each company of the Group where
those executives render services will match the
sum contributed by such executives. This
matching contribution will be added to the fund
raised by the employees. Under certain
conditions, the employees may access such
funds upon termination of their participation
in the long-term savings plan.

Said plan provides for certain special
conditions for those managers who were in the
“executive payroll” before January 1st, 2007.
Such conditions consist of supplementary
contributions made by each company to the
plan related to the executive’s years of service
with the Group. As of December 31, 2015,
such supplementary contributions made by the
Company on a parent company only basis
amount to approximately Ps. 11 million, and
the charge to income is deferred until the
retirement of each executive.

During 2013, and in view of the current
environment, certain changes were made to
the savings system, though maintaining in
its essence the operation mechanism and the
main characteristics with regard to the
obligations undertaken by the company.

Pursuant to IAS No. 19, the above-mentioned
savings plan qualifies as a Defined Contribution
Plan, which means that the companies’
contributions shall be charged to income on
a monthly basis as from the date the plan
becomes effective.

298

Loans (i)

Less: Cash and Cash Equivalents

- Cash and Banks

- Other Current Investments

Net Debt

Equity

December 31, 2015

December 31, 2014

287,999,976

231,387

(12,193,114)

(19,848,419)

255,958,443

(5,755,391)

(60,603,314)

(66,127,318)

7.232.950.673

5,483,022,374

Debt-to-Equity Ratio

0.04

(0.01)

(i) Long-term and short-term loans, including
derivatives and financial guarantee agreements.

Since Grupo Clarín is a holding company, the
measurement of this ratio on the Company’s
parent company only balances is not relevant.

14.1.2 Categories of Financial Instruments

Financial Assets
Loans and Receivables (1)(2)
- Cash and Banks

- Current Investments

- Other Receivables

At fair value with an impact on net income

- Current Investments

Total Financial Assets

Financial Liabilities

At amortized cost
- Debt (3 )
- Accounts Payable and Other Liabilities (4)
Total Financial Liabilities

(1) Net of the allowance for doubtful accounts of Ps.
33.8 million and Ps. 31.3 million, as of December 31,
2015 and 2014, respectively.
(2) Includes receivables with related parties of Ps.
150.9 million and Ps. 114.5 million, as of December
31, 2015 and 2014, respectively.
(3) Debts with related parties.
(4) Includes debts with related parties of Ps. 2.2
million and Ps. 1.8 million, respectively, as of
December 31, 2015 and 2014.

December 31, 2015

December 31, 2014

12,193,114

153,785,760

19,848,419

185,827,293

287,999,976

59,586,800

347,586,776

5,755,391

31,382,473

118,899,844

29,220,841

185,258,549

231,387

43.812.519

44.043.906

299

14.1.3 Objectives of Financial Risk Management
Grupo Clarín monitors and manages the
financial risks related to its operations; these
risks include market risk (including exchange
risk, interest rate risk and equity price risk),
credit risk and liquidity risk.

Grupo Clarín does not enter into financial
instruments for speculative purposes as common
practice. As of December 31, 2015 and 2014,
the Company was not a party to agreements
involving derivatives.

Assets

Current Assets

Cash and Banks

Other Investments

Other Receivables

Total Current Assets

Total Assets

Liabilities

Current Liabilities

Debt

Total Current Liabilities

Total Liabilities

Bid/offered exchange rates as of December 31,
2015 and 2014 were of Ps. 12.94 and Ps. 13.04;
and Ps. 8,451 and Ps. 8,551; respectively.

14.1.4 Exchange Risk Management
Grupo Clarín enters into foreign currency
transactions; therefore, it is exposed to
fluctuations of exchange rates.

The Company does not currently enter into
foreign exchange hedging transactions to
manage foreign currency fluctuation risk. In
case the Company enters into such transactions,
it cannot assure that those operations will
protect its financial position from the eventual
negative effect of exchange rate fluctuations.

The following table shows the monetary assets
and liabilities denominated in foreign currency
(US dollars) at the closing of the years ended
December 31, 2015 and 2014:

USD

December 31, 2015

December 31, 2014

101,142

1,533,881

1,090

1,636,113

22,065,151

79,743

6,090,787

395

6,170,925

300

14.1.4.1 Foreign Exchange Sensitivity Analysis
Grupo Clarín is exposed to exchange risk,
mainly with respect to the US dollar.

The following table shows the Company’s
sensitivity to an increase in the exchange rate of
the US dollar. The sensitivity rate represents
Management’s assessment of the possible
reasonable changes in exchange rates. The
sensitivity analysis only includes the outstanding
monetary items denominated in foreign
currency and adjusts its translation at the end of
the year with a 20% increase in the exchange
rate, assuming that all the remaining variables
remain constant.

Net Income

(53,311,653)

10.430.097

Effect in Ps.

December 31, 2015

December 31, 2014

The sensitivity analysis presented above is
hypothetical since the quantified impact is not
necessarily an indicator of the actual impact,
because exposure levels may vary over time.

14.1.5 Interest Rate Risk Management
At the closing of the year, the Company does
not have any financial liabilities with variable
interest rates. However, a substantial increase in
interest rates may limit the Company’s ability to
access financing.

Payable on Demand

Without any established term

Due

Up to three months

14.1.6 Credit Risk Management
Credit risk is defined as the risk that one of the
parties may breach its contractual obligations,
generating an eventual financial loss for Grupo
Clarín. The Company renders services solely to
companies of the same economic group. The
credit risk on liquid funds is limited due to the
fact that the counterparties are banks with high
credit ratings issued by credit rating agencies.

The following table details the maturities of the
Company’s financial assets as from the closing
of the reporting year. The amounts disclosed in
the table are the undiscounted contractual cash
flows.

December 31, 2015

December 31, 2014

32,041,533

148,670,847

5,114,913

185,827,293

34,976,232

106,684,537

43,597,780

185,258,549

301

14.1.7 Liquidity Risk Management
The Board of Directors is ultimately responsible
for liquidity management. Accordingly, it has
established an adequate framework to manage
liquidity so that Management can meet short,
medium and long-term financing requirements,
as well as the Company's liquidity management.
The Company manages liquidity risk
maintaining an adequate level of reserves,
financial facilities and loans, monitoring on an

ongoing basis projected cash flows against actual
cash flows and reconciling the maturity profiles
of financial assets and liabilities.

14.1.8 Interest Rate Risk and Liquidity Risk Table
The following table details the maturities of the
Company’s financial liabilities as from the
closing of the reporting year. The amounts
disclosed in the table are the undiscounted cash
flows (principal plus contractual interest):

Accounts Payable

Total as of

Debt

and Other Liabilities

December 31, 2015

Without any established term

270,411

3,543,506

3,813,917

Due

Up to three months

More than three months and

up to six months

132,650,740

29,322,858

161,973,598

162,723,033

295,644,184

26,720,436

59,586,800

189,443,469

355,230,984

14.1.9 Financial Instruments at Fair Value
The following table shows Grupo Clarín’s
financial assets and liabilities measured at fair
value at the closing of the reporting year:

December 31, 2015

Quoted Prices (Level 1)

Other Significant

Observable Items

(Level 2)

Assets

Current Investments

19,848,419

December 31, 2014

Quoted Prices (Level 1)

Other Significant

Observable Items

(Level 2)

Assets

Current Investments

29,220,841

9,130,072

20,090,769

Financial assets are valued using quoted prices
for identical assets and liabilities (Level 1), or the
prices of similar instruments arising from sources
of information available in the market (Level 2).
As of December 31, 2015 and 2014, the
Company did not have any asset or liability for
which a comparison had not been conducted
against observable market data to determine
their fair value (Level 3).

14.1.10 Fair Value of Financial Instruments
The book value of cash and banks, accounts
receivable and short-term liabilities is similar to
the fair value because these are instruments with
short-term maturities.

As of December 31, 2015 and 2014, the
Company did not have long-term financial
liabilities.

302

Note 15

Covenants, Sureties and Guarantees provided
a. Note 5.12 to the consolidated financial
statements sets forth certain restrictions to which
Cablevisión (by itself and as the surviving
company and successor to Multicanal’s
operations after the merger), PRIMA and AGEA
are subject under their respective financial
obligations described in such note.

b. IESA is subject to contractual restrictions
on the transfer of its equity interest in TRISA
and Tele Net Image Corp.

c. During the year 2009, AGR purchased a
binding machine on credit. To secure the
transaction, AGR granted the supplier a pledge
over the machine. AGR granted joint and several
guarantees for the loans granted by Banco de
Inversión y Comercio Exterior and Standard Bank
Argentina S.A. to Artes Gráficas del Litoral S.A.

d. On September 25, 2012, GCGC executed a
mortgage agreement on a building of its
property securing the payment of the obligations
under the loan with Banco de la Ciudad de
Buenos Aires mentioned in Note 5.12.3. to the
consolidated financial statements. Grupo Clarín
acts as guarantor of said financing.

e. On October 12, 2012, the Company executed
an agreement securing the payment of the
obligations under a loan taken by GCGC with
Standard Bank Argentina mentioned in Note
5.12.3 to the consolidated financial statements.

g. During 2014, AGR financed the acquisition
of machinery and equipment through leasing
agreements mentioned in Note 5.12.2 to

consolidated financial statements. Grupo Clarín
and AGEA are joint debtors of said financing.

h. On August 28, 2015, Grupo Clarín became
the guarantor of certain financial obligations of
AGEA with Banco Santander Rio S.A. for a
term of 90 days.

i. On July 24, 2015, Grupo Clarín became the
guarantor to secure certain financial obligations
of AGEA, AGR and Cúspide with Banco Itaú
Argentina S.A.

Note 16

Changes in the Company’s Interests
a. During 2007, AGEA increased its interest in
CIMECO from 33.3% to 50.0%, and executed
call and put options on an additional interest in
CIMECO’s capital stock. During 2008, AGEA
partially assigned the rights and obligations
arising from such options to its subsidiary AGR
and to the Company. Subsequently, in 2008,
AGEA, AGR and the Company exercised such
call option, increasing, directly and indirectly,
the Company’s equity interest in CIMECO and
Papel Prensa to 100% and 49%, respectively.

On April 10, 2008, the Company and the
parties to the above-mentioned transaction
notified CNDC of such transaction and on May
12, 2008 filed form F-1. After such notice and
as of the date of these financial statements, the
Company submitted additional information
requested by the CNDC. As of the date of these
financial statements, the above transaction is
subject to administrative approvals.

b. On January 11, 2008, IESA acquired the
controlling interest of a group of companies
mainly engaged in sports journalism, production
and commercialization of shows, and the
production of motor racing television
broadcasting. The share purchase agreement sets
forth certain objectives to be met by such group
of companies. In case of breach of such
provision, the sellers shall have to pay an
indemnification. These transactions are subject
to administrative approvals.

c. On September 2, 2008, ARTEAR increased
its equity interest in Pol-Ka and SB Producciones

303

S.A. to 55% of such companies’ capital stock
and votes, thus acquiring a controlling interest in
both companies, in which it previously exercised
common control. These transactions are subject
to administrative approvals.

d. On February 10, 2011, CMD sold to a third
party all of its shares of Dinero Mail, for
approximately USD 4.4 million in cash; part of
the price was withheld as guarantee.

On November 25, 2014, one of the sellers of
Interwa S.A.’s shares, as mentioned in Note 10
to these consolidated financial statements,
exercised its put option for 6.66% of the shares
of that company for approximately Ps. 1.5
million, payable in six monthly installments as
from December 2014.

On January 8, 2015, CMD exercised the call
option of an additional 6.66% of the equity
interest in Interwa S.A. as mentioned in Note 10
to these consolidated financial statements for
approximately Ps. 1.5 million, payable in five
monthly installments as from January 2015.

During 2014, the direct and indirect equity
interest of AGEA in Cúspide increased to
approximately 93.5%, mainly as a result of AGR’s
purchase of shares of Cúspide on April 26, 2014
and the capital increase approved by the
shareholders of Cúspide at that company's
General Extraordinary Shareholders’ Meeting held
on June 30, 2014, which was fully subscribed by
AGR. The total cost of these transactions
amounted to approximately Ps. 21 million.

During 2015, AGEA increased its direct and
indirect interest in Cúspide to approximately
97.6% mainly as a result of the capital increase
approved by the shareholders of Cúspide at that

company's General Extraordinary Shareholders’
Meeting held on October 23, 2015, which was
fully subscribed by AGR.

g. On November 14, 2013 ARTEAR assigned,
sold and transferred to South Media Investments
S.A. all of its equity interest in Ideas del Sur S.A.
(“IDS”), accounting for 30% of the capital stock
and votes of that company, together with all the
political and economic rights inherent to the
shares. The sale price was set at USD 12 million,
which was collected in full a as of December 31,
2013. The assignment, sale and transfer of those
shares was carried out "as is" under the
economic, financial, equity, tax and legal
conditions of the shares and of IDS at the time,
considered as a whole. Accordingly, ARTEAR
was held harmless from any and all responsibility
regarding the existence of any “certain”,
“contingent” or “hidden” liabilities (current or
non-current) of IDS, that may have existed or
originated prior to the closing date of the
transaction, regardless of whether those liabilities
were or were not disclosed in IDS’ financial
statements. Based on the above, South Media
Investments S.A. assumed the risk of the
existence and/or emergence of liabilities in
connection with IDS that may have existed or
originated prior to the closing date of the
transaction, regardless of whether such liabilities
already existed or may become evident or
enforceable in the future. South Media
Investments S.A. firmly and irrevocably waived
its right to bring any claim to which it may be
deemed entitled against ARTEAR in this respect,
holding it harmless -also firmly and irrevocably-
from any and all such liabilities.

304

The offer submitted by Grupo Clarín was subject
to the acceptance of the Sellers. On September
11, 2015, the Sellers accepted the offer submitted
by Grupo Clarín and, on the same date, the
Sellers accepted the assignment of the rights
under such offer in favor of Cablevisión, offering
Cablevisión the acquisition of 49% of the capital
stock of Nextel and the option to acquire the
remaining 51%. In order to guarantee the rights
and obligations under the offer, the capital stock
owned by NII Mercosur Móviles, S.L.U. was
pledged (subject to registration with the Public
Registry of Commerce). The transaction was
executed on September 14, 2015 with the
aggregate payment by Cablevisión and its
subsidiary of USD 159 million. The companies
undertook to create an USD 6 million guarantee
fund with the balance to cover any potential
liabilities of Nextel (this fund was set up on
October 7, 2015). In addition, upon the
fulfillment of certain conditions precedent, on
October 1, 2015, Cablevisión paid to the Sellers
the additional amount of USD 12.73 million. As
of the date of these financial statements, the
assignment of 49 % of the capital stock of Nextel
in favor of Cablevisión has not yet been
registered with the Public Registry of Commerce.
Nextel will continue to be controlled and
operated by the Sellers until the option to acquire
the remaining 51% of the capital stock has been
exercised. In addition, on January 27, 2016,
Cablevisión and its subsidiary Televisión Dirigida
S.A. decided to exercise the option to acquire the
remaining 51% of the capital stock and votes of
Nextel, and, consequently, Cablevisión became
the holder of 51.4% of the capital stock and
votes of Nextel and Televisión Dirigida S.A.
became the holder of the remaining 48.6% (See
Note 11.4.9).

Cablevisión and its subsidiary Televisión
Dirigida S.A. have one year as from the date of
acquisition of 51% of the capital stock to
allocate the cost of acquisition and calculate
goodwill, in proportion to their equity interest.

Cablevisión concluded the process of allocating
the purchase price of 49% of the capital stock of
Nextel and calculated a gain from this
acquisition of Ps. 316.7 million disclosed under
the item “Equity in Earnings from Affiliates and
Subsidiaries” of the Consolidated Statement of
Comprehensive Income, mainly due to the fact
that the valuation of its identifiable assets,
liabilities and contingent liabilities in proportion
to its equity interest exceeds the acquisition cost.

During the last quarter of 2015, Cablevisión’s
investment in Nextel generated a total gain of
Ps. 85 million, mainly as a result of the purchase
of Nextel.

According to the Special Financial Statements
of Nextel for the three-month period ended
December 31, 2015, sales, income after taxes
from continuing operations and net assets
amounted to Ps. 870.8 million, Ps. 173.6
million and Ps. 2,451,1 million, respectively.

i. On September 30, 2015, ARTEAR and
AGEA, together with other companies, created
a company under the name “RPA Media
Place S.A.,” engaged in advertising on digital
websites, with an equity capital of Ps. 100,000.
Each of ARTEAR and AGEA hold a 19%
interest in RPA Media Place S.A. As of the
date of these financial statements, the
incorporation of that company is pending
registration with the IGJ.

j. On August 20, 2015, FEASA together with
Publirevistas S.A., created a company under
the name “Exponenciar S.A.,” engaged in the
organization, development and operation
of fairs, exhibitions, seminars and conferences,
with an equity capital of Ps. 100,000. FEASA
holds a 50% interest in Exponenciar S.A.
As of the date of these financial statements, the
incorporation of that company is pending
registration with the IGJ.

l. On June 16, 2015, the Company and AGR
executed an Agreement relating to Irrevocable
Contributions on Account of Future Share
Subscriptions whereby the Company undertakes
to make a Ps. 10 million contribution to AGR.

m. On July 08, 2015, the Company and
AGEA executed an Agreement Relating to
Irrevocable Contributions on Account of Future
Share Subscriptions whereby the Company
undertakes to make a contribution of
approximately Ps. 123.8 million in AGEA.

305

Note 17

Law No. 26,831 Capital Markets
On December 28, 2012, Capital Markets
Law No. 26,831 (the "Capital Markets Law"),
passed on November 29, 2012 and enacted
on December 27, 2012, was published in the
Official Gazette. The Law provides for a
comprehensive amendment of the public
offering regime, previously governed by Law
No. 17,811. Among other things, the new
law enhances the National Government’s
oversight powers and changes the authorization,
control and oversight mechanisms of all stages
of the public offering process and the role
of all the entities and individuals involved. The
Law became effective on January 28, 2013.

On July 29, 2013, the National Government
issued Decree No. 1023/2013 to regulate
partially the Capital Markets Law that had been
passed on November 29, 2012. Among other
provisions, the Decree regulates Section 20
of said Law, pursuant to which the CNV may
appoint an overseer with veto rights over
the decisions made by the boards of directors
of entities subject to the public offering regime,
or otherwise remove the boards from such
entities for up to 180 days until all deficiencies
found by the CNV are solved. Said Decree
amends the Law it seeks to regulate and,
therefore, constitutes a regulatory abuse. Thus,
whereas the Law vests on the CNV the power to
appoint an overseer or to remove the board of
directors, the Decree allows the CNV to exercise
that power if the shareholders and/or noteholders
with a two percent (2%) interest in the company’s
capital stock or outstanding debt securities claim
that they have suffered actual and certain
damages or if they believe their rights may be
seriously jeopardized in the future. The Decree
also vests on the CNV the power to appoint the
administrators or co-administrators that will
hold office as a consequence of the removal of
the boards of directors. Thus, the Decree amends
the Law by granting the CNV powers that were
not provided therein. By doing so, the Executive
Branch is assuming strictly legislative functions
in breach of constitutional provisions.

On September 5, 2013 within the framework
of the Capital Markets Law and its Decree, the
CNV issued Resolution No. 622/2013 (the

“Rules”), whereby it approved the applicable
Rules that repeal the Rules that had been
effective until that date (as restated in 2001).
The new Rules have introduced several changes
in connection with CNV’s powers over the
companies under that agency’s oversight, and
also in connection with the information that
these companies must disclose.

On August 20, 2013, at the request of Mr.
Rubén Mario Szwarc, a minority shareholder of
the Company, and by means of public deed
number two hundred forty five, the Company
was served notice of the decision rendered
by Chamber A of the National Court of Appeals
on Commercial Matters on August 12, 2013,
in re “SZWARC, Rubén Mario v. National
Government and Others on Preliminary
Injunction” File No. 011419/2013. That
Chamber decided, among other things, (i) to
declare the unconstitutionality of Sections 2, 4,
5, 9, 10, 11, 13, 15 and 16 of Law No. 26,854,
and (ii) to order the provisional, injunctive
suspension of Section 20, subsection a),
second part, paragraphs I and II (or 1 and 2)
of Law No. 26,831 and of all laws, rules or
administrative acts issued or that may be issued
pursuant to such legal provisions, with respect
to Grupo Clarín S.A., until the judge that is
finally declared competent to render a decision
on the merits assumes full jurisdiction of the
case and renders a final decision relating to
the injunction.

Note 18

Information required under CNV Resolution No. 629 -

Record Keeping
On August 14, 2014, the Argentine Securities
Commission issued General Resolution No. 629,
which provides for record keeping regulations.

The Company keeps certain supporting
documentation related to the record of its
operations and economic-financial events at
GCGC located at Patagones 2550, City of
Buenos Aires, and at the warehouse located at
Ruta 36 Km 31.500, Florencio Varela, of the
supplier AdeA - Administración de Archivos S.A.,
during the periods established by effective laws.

306

Note 19

Note 20

Extinction of the notes issued by AGEA
As mentioned in Note 5.12.2 to the
consolidated financial statements, on January 28,
2014, AGEA repaid all of the USD 30.6 million
aggregate principal amount outstanding and
interest accrued as of such date on the Series C
Notes issued by that company under the Global
Program.

Pursuant to Article 16, Section V of Chapter I
of Title III of the Restated Rules issued by
the CNV, which governs the delisting due to
non-existence of outstanding securities, upon
the extinction of the Series C Notes, AGEA filed
the required documentation with the CNV.

On October 8, 2014, the CNV requested AGEA
to make a filing in connection with the delisting.
On October 16, 2014, AGEA submitted a
Note to the CNV whereby it requested delisting
due to the extinction of its notes. As of the
date of these financial statements, the CNV has
not rendered a decision on this matter.

Once the authorization for public offering is
cancelled due to the non-existence of
outstanding securities, AGEA shall no longer
be subject to the applicable regulations and
legislation issued by the CNV, and shall become
subject to the jurisdiction of the IGJ, and,
therefore, to that agency's regulations.

Subsequent Events
a. The events that took place subsequent to the
closing of this year related to the regulatory
framework applicable to the Company and its
subsidiaries are described in Note 11.1.

b. In February 2016, Radio Mitre was served
with a filing against it of a lawsuit seeking
to extend to Radio Mitre the bankruptcy of one
of its subsidiaries, Cadena País Producciones
Publicitarias S.A., in connection with a case
pending before one of the National Courts of
First Instance on Commercial Matters of the
City of Buenos Aires. Our legal advisors believe
that that company has sufficient legal and
factual grounds to support its position contrary
to that claim and, therefore, they do not foresee
any adverse effects that may be derived from
this situation.

c. During January 2016, at the Shareholders’
Meeting of AGEA, the Shareholders
approved the capitalization of the irrevocable
contributions made by Grupo Clarín.

Note 21

Approval of Parent Company only Financial

Statements
The Board of Directors has approved the
parent company only financial statements and
authorized their issue for March 9, 2016.

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

307

Additional Information
to the Notes to the
Financial Statements -
Section No. 68 of
the Regulations issued
by the Buenos Aires
Stock Exchange and
Section No. 12 Title IV
Chapter III of General
Resolution No. 622/13
of the Argentine
Securities Commission

Balance Sheet as of
December 31, 2015

1. There are no specific material regulatory
regimes currently applicable to the Company
that may entail the contingent loss or
acquisition of legal benefits.

4. The classification of receivables and liabilities
according to their related financial effects is
detailed in Note 9 to the parent company only
financial statements.

2. As mentioned in Note 16.a) to the parent
company only financial statements, during 2008
the Company carried out transactions that
resulted in the acquisition of an equity interest
in CIMECO. See also the issues mentioned in
Note 11.

3. The classification of receivables and liabilities
by maturity is detailed in Note 9 to the parent
company only financial statements.

5. Equity interest under Section 33 of Law No.
19,550 is detailed in Note 4.3 of the parent
company only financial statements. Accounts
receivable from and payable to related parties
are disclosed under Note 8 to the parent
company only financial statements. The
following table summarizes the breakdown of
such accounts payable and receivable as per the
above points 3) and 4).

Without any established term

Due

- Within three months

- More than six months and up to nine months

Total

(1) Balances are denominated in local currency and do
not accrue any interest.
(2) The balances are denominated in local currency
and accrue interest at a fixed rate.

6. There are no trade receivables or loans to
directors, members of the Supervisory
Committee and their relatives up to, and
including, the second degree of kinship
and no such trade receivables or loans existed
during the fiscal year.

7. The Company does not have any inventories.

8. The Company has used current values for
the valuation of assets and liabilities acquired
from Cablevisión, taking into account, mainly,
the following criteria:

Receivables

Liabilities

(1) 147,969,916

2,449,059

(2) 2,952,480
-

130,900,164

156,829,401

150,922,396

(1) 290,178,624

− Subscriber portfolio: valued based on,
among other things, an analysis of the acquired
subscriber portfolio’s cash flow generation,
considering the subscriber turnover of such
portfolio, discounted at a market rate.

− Financial debt: since the acquired companies
were not listed at the time of the acquisition,
the financial debt was valued based on cash flow
discounted at a market rate.

− Fixed assets: valued based on internal
estimates made by the subsidiaries according to
available information (kilometers and technical

308

14. Booked provisions for contingencies do
not exceed, either individually or as a whole,
two percent (2%) of the Company's
shareholders’ equity.

15. As of the date of these financial statements,
the Company does not have any contingent
situations, the financial effects of which, if any,
have not been booked (see Note 11. to the
parent company only financial statements).

16. The Company does not have any irrevocable
contributions on account of future share
subscriptions.

17. The Company does not have any unpaid
cumulative dividends on preferred shares

18. In Notes 7.a. and 10.2.a to the parent
company only financial statements reference is
made to the treatment given to retained
earnings.

characteristics of the network, replacement
value per kilometer and type of network based
on business knowledge and purchase price of
the resources needed, state of the network at the
time of acquisition, real estate appraisals of the
most significant real property, among others).

Similarly, the Company has recorded the net
acquired assets of CIMECO at fair value.

9. The Company does not have any property,
plant and equipment subject to appraisal
write-up.

10. The Company does not have any obsolete
property, plant and equipment.

11. The Company is not subject to the
restrictions under section 31 of Law No.
19,550, since its main corporate purposes are
investment and finance.

12. The Company assesses the recoverable
value of its long-term investments each time it
prepares its financial statements. In the case
of investments for which the Company does not
book goodwill with an indefinite useful life, it
assesses their recoverable value when there
is any indication of impairment. In the case of
investments for which the Company books
goodwill with an indefinite useful life, it assesses
their recoverable value by comparing the book
value with cash flows discounted at the
corresponding discount rate, considering the
weighted average capital cost, and taking
into consideration the projected performance of
the main operating variables of the respective
companies.

13. As of December 31, 2015, the Company
does not have any relevant tangible property,
plant and equipment requiring efficient
insurance coverage.

Signed for identification purposes
with the report dated March 9, 2016

See our report dated March 9, 2016
Price Waterhouse & Co. S.R.L.
C.P.C.E.C.A.B.A. VOL. 1 - FOL. 17

Carlos Alberto Pedro Di Candia
Chairman of the Supervisory Committee

Dra. Teresita M. Amor (Partner)
Certified Public Accountant (UBA)
C.P.C.E.C.A.B.A. VOL. 145 - FOL. 150

Jorge Carlos Rendo
Chairman

309

Independent
Auditor’s Report

Free translation from
the original
prepared in Spanish

To the Shareholders, President

and Directors of Grupo Clarín S.A.

Legal domicile: Piedras 1743

Autonomous City of Buenos Aires

CUIT No 30-70700173-5

Report on the Parent Company Only Financial
Statements
We have audited the attached parent company only
financial statements of Grupo Clarín S.A. (the
“Company”) which comprise the parent company
only balance sheet at December 31, 2015, the parent
company only statements of comprehensive income,
of changes in equity and of cash flows for the year
then ended and a summary of significant accounting
policies and other explanatory information.

The balances and other information for the fiscal
year 2014 are an integral part of the above-
mentioned audited financial statements, so they are
to be considered in the light of those financial
statements.

Board of Directors’ responsibility
The Board of Directors of the Company is
responsible for the preparation and fair presentation
of the parent company only financial statements in
accordance with Professional Accounting Standards
of Technical Resolution No. 26 of the Argentine
Federation of Professional Councils in Economic
Sciences (FACPCE, for its Spanish acronym)
incorporated by the Argentine Securities
Commission (CNV, for its Spanish acronym) to its
regulations. Further, the Board of Directors is
responsible for the internal control it may deem
necessary to enable preparing the parent company
only financial statements free of material
misstatements caused by errors or irregularities.

Auditor’s responsibility
Our responsibility is to express an opinion on the
parent company only financial statements based on
our audit. We conducted our audit in accordance
with International Standards on Auditing. Those
standards were adopted as auditing standards in
Argentina by Technical Resolution No. 32 of the
Argentine Federation of Professional Councils in
Economic Sciences (FACPCE, for its Spanish
acronym) as they were approved by the International
Auditing and Assurance Standards Board (IAASB)
and require that we comply with ethical
requirements and plan and perform the audit to

obtain reasonable assurance about whether the parent
company only financial statements are free from
material misstatement.

An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in
the parent company only financial statements. The
procedures selected depend on the auditor’s
judgment, including the assessment of the risks of
material misstatement in the parent company only
financial statements, whether due to fraud or error.
In making those risk assessments, the auditor
considers internal control relevant to the entity’s
preparation and fair presentation of the parent
company only financial statements in order to design
audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the
appropriateness of accounting policies used and the
reasonableness of accounting estimates made by
management, as well as evaluating the overall
presentation of the parent company only financial
statements.

We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
audit opinion.

Opinion
In our opinion, the parent company only financial
statements mentioned in the first paragraph of this
report present fairly, in all material respects, the
parent company only financial position of Grupo
Clarín S.A. as of December 31, 2015 and the parent
company only comprehensive income and parent
company only cash flows for the fiscal year then
ended, in accordance with the rules of Technical
Resolution No. 26 of the Argentine Federation of
Professional Councils in Economic Sciences for the
parent company only financial statements of a
controlling entity.

Emphasis of Matter
Without qualifying our opinion, we draw attention
to Notes 10.1.b., 10.1.c., 11.2., 11.3., 10.1.a. and
9.4.10 to the parent company only financial
statements, which describe the situations related to:
(i) matters associated with the acquisition of
Cablevisión S.A. and other companies and their
subsequent merge with Multicanal S.A. and other
companies; (ii) the change in the regulatory

310

framework of the Telecommunications Sector
resulting from the passing of the Digital Argentina
Act, which regulation is pending as of the date of
this report; (iii) the issuance of Emergency Decree
No. 267/15 which introduced changes to the
regulatory framework of the Audiovisual
Communication Services and Telecommunications
Sector, and through which was created the
ENACOM to act as authority to enforce Laws
26,522 and 27,078 ;(iv) the resolution issued by the
regulator to determine the monthly fee payable by
the users of cable television services, which final
outcome cannot be foreseen to the date of this
report; and (v) the enactment of Law No. 19307 in
the Republic of Uruguay regulating the main
activities of Adesol S.A., a Cablevisión S.A.
subsidiary, which regulation is pending as of the date
of this report.

Report on compliance with current regulations
In accordance with current regulations in respect to
Grupo Clarín S.A., we report that:

a) The parent company only financial statements of
Grupo Clarín S.A. have been transcribed to the
“Inventory and Balance Sheet” book and comply
with the Corporations Law and pertinent resolutions
of the Argentine Securities Commission, as regards
those matters within our competence;

b) The parent company only financial statements of
Grupo Clarín S.A. arise from accounting records
kept in all formal respects in conformity with legal
provisions which maintain the security and integrity
conditions based on which they were authorized by
the Argentine Securities Commission;

c) We have read the additional information to the
Notes to the parent company only financial
statements required by section 68 of the listing
regulations of the Buenos Aires Stock Exchange and
Article 12°, Chapter III, Title IV of the regulations
of the Argentine Securities Commission, on which,
as regards those matters that are within our
competence, we have no observations to make;

d) At December 31, 2015 the debt accrued in favor
of the (Argentine) Integrated Social Security System
according to the Company’s accounting records and
calculations amounted to $2.836.612,52, none of
which was claimable at that date;

e) In accordance with the requirements of Article
21°, Subsection e), Chapter III, Section VI, Title II
of the regulations of the Argentine Securities
Commission, we report that the total fees for audit
services and related billed the Company in the year
ended December 31, 2015 represent:

e.1) 78% on the total fees for services invoiced to the
Company for all concepts in that year;
e.2) 12% on the total fees for audit and related
services invoiced to the Company, its parent
companies, subsidiaries and affiliates in that year;
e.3) 11% on the total fees for services invoiced to the
Company, its parent companies, subsidiaries and
affiliates for all concepts in that year.

f) We have applied the procedures on prevention of
asset laundering and terrorism funding set forth in
the relevant professional rules issued by the
Professional Council for Economic Sciences of the
Autonomous City of Buenos Aires.

Autonomous City of Buenos Aires,
March 9, 2016

Price Waterhouse & Co. S.R.L.

by Teresita M. Amor (Partner)

311

Supervisory
Committee’s
Report

English free translation
of the Report originally
issued in Spanish

To the Shareholders of:

Grupo Clarín S.A.

TAX ID No. 30-70700173-5

Registered office: Piedras 1743

City of Buenos Aires

I. REPORT ON THE FINANCIAL
STATEMENTS
In our capacity as members of Grupo Clarín
S.A.’s Supervisory Committee and pursuant to
Subsection 5, Section 294, of the Argentine
General Associations Law (Law No. 19,550, as
amended), the regulations of the Argentine
Securities Commission ("CNV", for its Spanish
acronym) and of the Buenos Aires Stock
Exchange ("BCBA", for its Spanish acronym), we
have performed a review of the documents
mentioned below:

Documents subject to review:
a) The attached Parent Company Only Financial
Statements of Grupo Clarín S.A. comprising the
Parent Company Only Balance Sheet as of
December 31, 2015, the Parent Company Only
Statement of Comprehensive Income, the Parent
Company Only Statement of Changes in Equity
and the Parent Company Only Statement of
Cash Flows for the year then ended.

b) The attached Consolidated Financial
Statements of Grupo Clarín S.A. and its
subsidiaries comprising the Consolidated Balance
Sheet as of December 31, 2015, the
Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Changes
in Equity and the Consolidated Statement of
Cash Flows for the year then ended.

c) A summary of the material accounting policies
and other explanatory information.

The balances and other relevant information for
the year 2014 are an integral part of the audited
financial statements mentioned above and shall
be considered in connection with said financial
statements.

II. RESPONSIBILITY OF THE BOARD OF
DIRECTORS
The Company's Board of Directors is responsible
for the preparation and fair presentation of: (i)
the Parent Company Only Financial Statements
indicated in paragraph I. in accordance with the
professional accounting standards established by
Technical Resolution No. 26 issued by the
Argentine Federation of Professional Councils of
Economic Sciences (“FACPCE”, for its Spanish
acronym) incorporated by the CNV to its
regulations. Such standards differ from the
International Financial Reporting Standards
(IFRS) approved by the International Accounting
Standards Board (IASB) and used in the
preparation of the consolidated financial
statements of GRUPO CLARÍN S.A. and its
subsidiaries in the aspects mentioned in Note 2.1
to the attached parent company only financial
statements; and (ii) the consolidated financial
statements mentioned in paragraph I. in
accordance with IFRS, adopted as professional
accounting standards in Argentina by the
FACPCE and incorporated by the CNV to its
regulations, as approved by the IASB. The Board
of Directors is also responsible for an adequate
internal control as deemed necessary so that the
consolidated and parent company only financial
statements are free from material misstatements
arising from errors or irregularities.

III. RESPONSIBILITY OF THE
SUPERVISORY COMMITTEE
Our responsibility is to report on the documents
indicated in paragraph I. based on our statutory
audit and the audit work carried out by the
Company's external auditors. Our work was
performed in accordance with effective statutory
auditing standards. Said standards require that
the review of the financial statements be
conducted in accordance with effective auditing
standards for the review of financial statements;
that the documents be checked for consistency
with the information on corporate decisions
stated in minutes and that such decisions
conform to the law and the by-laws, in all formal
and documentary aspects.

In order to conduct our professional work on the
documents detailed in paragraph I., we have
reviewed the work performed by the Company's

312

external auditor Teresita M. Amor, a partner of
Price Waterhouse & Co. S.R.L., who issued her
audit reports on March 09, 2016. She conducted
her audit in accordance with International
Standards on Auditing (IAS). Our work included
the review of the work plan, the nature, scope
and timeliness of the procedures applied and the
results of the audit carried out by the external
auditor.

IAS were adopted as auditing standards in
Argentina through Technical Resolution No. 32
issued by the FACPCE as approved by the
International Auditing and Assurance Standards
Board (IAASB) and require that the auditor
comply with ethical requirements, plan and
perform the audit in order to obtain reasonable
assurance about whether the financial statements
are free from material misstatements. An audit
involves performing procedures to obtain
evidence supporting the amounts and other
information disclosed in the financial statements.
The procedures selected depend on the auditor's
judgment, including the assessment of the risks
of material misstatements in the financial
statements due to fraud or error. In making those
risk assessments, the auditor must consider the
internal control related to the preparation and
fair presentation by the Company of the financial
statements, in order to design audit procedures
that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An
audit also includes evaluating the appropriateness
of the accounting policies used, the
reasonableness of significant estimates made by
the Company's management, and the overall
presentation of the financial statements.

We believe that our work and that of the
Company's external auditors, detailed in their
respective reports, provides a sufficient and
appropriate basis to support our opinion. We
have not performed any management control
and, therefore, we have not assessed the business
criteria and decisions on administrative,
financing, commercialization and production
matters, since these issues are the exclusive
responsibility of the Company's Board of
Directors.

IV. OPINION
Based on our review, within the scope described
in Section III. of this report: (i) the parent
company only financial statements mentioned in
paragraph I., present fairly, in all material
respects, the parent company only financial
position of Grupo Clarín S.A. as of December
31, 2015, the results disclosed in the parent
company only statement of comprehensive
income and in the parent company only
statement of cash flows for the year then ended,
in accordance with Technical Resolution No. 26
issued by the FACPCE for parent company only
financial statements of controlling companies;
and (ii) the consolidated financial statements
mentioned in paragraph I., present fairly, in all
material respects, the consolidated financial
position of Grupo Clarín S.A. and its subsidiaries
as of December 31, 2015, and the results
disclosed in the consolidated statement of
comprehensive Income and in the consolidated
statement of cash flows for the year then ended
in accordance with the International Financial
Reporting Standards.

V. EMPHASIS OF MATTER
Without qualifying our opinion, we would like
to draw attention to the information disclosed
under Notes 10.1.a., 10.1.b., 10.1.c., 11.2., 11.3.
and 11.4.10. to the Parent Company Only
Financial Statements and under Notes 8.1.a.,
8.1.b., 8.1.c., 9.2., 9.3., and 9.4.10., to the
consolidated financial statements, which describe
the situations related to: (i) matters associated
with the acquisition of Cablevisión S.A. and
other companies and their subsequent merger
with Multicanal S.A. and other companies; (ii)
the change in the regulatory framework of the
Telecommunications Sector as a result of the
enactment of the law known as the "Digital
Argentina Act", which implementing regulations
have not been issued to date; (iii) the issuance of
Emergency Decree No. 267/15 which introduced
changes to the regulatory framework of the
Audiovisual Communication Services and
Telecommunications Sector, and through which
the ENACOM was created as the enforcement
authority of Laws Nos. 26,522 and 27,078; (iv)
the resolution issued by the regulatory agency for
the calculation of the monthly fee payable by the
users of cable television services, which final

313

the accounting polices applied by the Company,
the above-mentioned external auditor's report
includes the representation concerning the
application of the auditing standards effective in
Argentina which provide for independence
requirements, and was issued without
qualifications as to the application of such
regulations or discrepancies as to the professional
accounting standards applied.

f ) We have applied the asset laundering and
terrorist financing crimes prevention procedures
provided under the professional standards issued
by Consejo Profesional de Ciencias Económicas
de la Ciudad Autónoma de Buenos Aires
(Professional Council in Economic Sciences of
the City of Buenos Aires).

City of Buenos Aires,
March 9, 2016

outcome cannot be foreseen as of the date of this
report; and (v) the enactment of Law No. 19,307
in the Republic of Uruguay, which regulates the
main activities of Adesol S.A., subsidiary of
Cablevisión S.A., which implementing
regulations have not been issued to date.

VI. REPORT ON COMPLIANCE WITH
EFFECTIVE REGULATIONS
In accordance with effective regulations, we
report with respect to Grupo Clarín S.A. that:

a) The financial statements detailed in paragraph
I. comply with the provisions of the Argentine
General Associations Law (Law No. 19,550, as
amended) and the regulations concerning
accounting documentation issued by the CNV,
and have been transcribed to the “Inventory and
Balance Sheet” book and arise from the
Company's accounting records kept, in all formal
aspects, in accordance with effective legislation.

b) We have reviewed the Inventory and the
Board of Directors' Annual Report for the year
ended December 31, 2015. In this regard, within
the scope of our competence, we have no
observations to make. The representations about
future events included in the Annual Report are
the Board of Directors’ exclusive responsibility.

c) Furthermore, we report that in exercise of the
legality control within our field of competence,
during the year ended December 31, 2015 we
have applied the procedures set forth in Section
294 of Argentine General Associations Law (Law
No. 19,550, as amended), as deemed necessary
based on the circumstances and we have no
observations to make in that regard.

d) We have reviewed the information included in
the Exhibit to the Annual Report about the
degree of compliance with the Code of
Corporate Governance required under CNV
Regulations and we have no observations to
make in that regard.

e) As required by CNV regulations, regarding the
independence of the external auditors and the
quality of the audit policies applied by them and

Supervisory Committee

Carlos Alberto Pedro Di Candia
Chairman

314

Grupo Clarín S.A.
Piedras 1743
C1140ABK Ciudad de Buenos Aires
Argentina
www.grupoclarin.com

Investor Relations

Grupo Clarín
Agustín Medina Manson / Patricio Gentile
+ 54 11 4309 7215
investors@grupoclarin.com
www.grupoclarin.com/ir

Design and production
Chiappini + Becker
Visual Communication
Telephone: (54 11) 4314 7774
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