GRUPO CLARÍN S.A.
Annual Report and Consolidated Financial Statements
For the year ended December 31, 2022,
presented on a comparative basis
INTEGRATED ANNUAL REPORT 2022
INDEX
1. MESSAGE FROM THE CHAIR ............................................................................................. 3
2. ABOUT THIS REPORT .......................................................................................................... 4
3. ABOUT THE CONTEXT ........................................................................................................ 4
3.1. MACROECONOMIC ENVIRONMENT IN 2022 ............................................................ 4
3.2. OUTLOOK FOR NEXT YEAR ....................................................................................... 5
3.3.
3.4.
THE YEAR 2022 AND THE MEDIA SECTOR IN ARGENTINA AND THE WORLD .... 6
REGULATORY FRAMEWORK IN 2022 ....................................................................... 8
4. THE COMPANY. ORIGIN, EVOLUTION, AND PROFILE. .................................................. 10
4.1.
COMPANY PROFILE .................................................................................................. 11
4.2. GRUPO CLARÍN AND ITS BUSINESS SEGMENTS IN 2022 ................................... 11
4.2.1.
4.2.2.
4.2.3.
PRINT AND DIGITAL PUBLICATIONS ............................................................... 11
BROADCASTING AND PROGRAMMING .......................................................... 18
OTHER ................................................................................................................ 22
4.3.
AWARDS AND RECOGNITIONS ............................................................................... 23
5. FINANCIAL POSITION AND RESULTS OF ITS OPERATIONS ........................................ 24
6. CORPORATE GOVERNANCE, ORGANIZATION, AND INTERNAL CONTROL SYSTEM26
7. SUSTAINABILITY ................................................................................................................ 29
7.1.
7.2.
7.3.
7.4.
SUSTAINABILITY STRATEGY ................................................................................... 29
VALUE CREATION MODEL AND FRAMEWORK OF THE INTEGRATED REPORT29
INDEPENDENCE, TRANSPARENCY, AND INTERNATIONAL GUIDELINES.......... 30
DIALOG AND ALLIANZES .......................................................................................... 31
8. RESPONSIBLE CREATION AND DISTRIBUTION OF CONTENTS .................................. 32
8.1.
8.2.
ETHICS AND EDITORIAL GUIDELINES .................................................................... 32
EDITORIAL INNOVATION AND DIGITAL TRANSFORMATION ............................... 33
8.3. OUTSTANDING INVESTIGATIONS AND CONTENT ................................................ 34
8.4.
8.5.
8.6.
8.7.
8.8.
INTERACTION WITH AUDIENCES AND READERS ................................................. 35
SOCIAL COVERAGE .................................................................................................. 36
PROMOTION OF DIVERSITY .................................................................................... 37
CIVIC INVOLVEMENT AND PUBLIC DEBATE .......................................................... 39
ACCESSIBILITY AND PROTECTION OF VULNERABLE AUDIENCES ................... 40
9. CUSTOMERS AND SUPPLIERS ........................................................................................ 41
9.1.
9.2.
CUSTOMER SERVICE AND SATISFACTION ........................................................... 41
VALUE CHAIN ............................................................................................................. 42
10.
OUR PEOPLE ................................................................................................................. 42
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10.1. TEAM MANAGEMENT ................................................................................................ 43
10.2.
INTEGRITY PROGRAM .............................................................................................. 43
10.3. COMMUNICATION AND DIALOG .............................................................................. 44
10.4. WORK-LIFE BALANCE AND BENEFITS ................................................................... 45
10.5. PROFESSIONAL DEVELOPMENT ............................................................................ 45
10.6. HEALTH AND SAFETY ............................................................................................... 46
11.
SOCIAL DEVELOPMENT ............................................................................................... 47
11.1. PRIVATE SOCIAL INVESTMENT STRATEGY .......................................................... 47
11.2. COMMUNITY ENGAGEMENT AND SOCIAL ADVERTISING ................................... 47
11.3. THE ROLE OF THE MEDIA IN EDUCATION ............................................................. 48
11.4. PROMOTION OF EDUCATION .................................................................................. 48
11.5. PROMOTION OF CULTURE AND SOCIAL DEVELOPMENT ................................... 49
11.6. ALLIANCES WITH CIVIL SOCIETY ORGANIZATIONS ............................................. 50
12.
THE ENVIRONMENT AND TASK FORCE ON CLIMATE-RELATED FINANCIAL
DISCLOSURES (TCFD) .............................................................................................................. 51
12.1. CONTENT THAT PROMOTES ENVIRONMENTAL AWARENESS ........................... 51
12.2. ENVIRONMENTAL MANAGEMENT AND POLICY .................................................... 51
12.3. MATERIALS ................................................................................................................ 52
12.4. ENERGY AND EMISSIONS ........................................................................................ 53
12.5. WASTE ........................................................................................................................ 54
12.6. WATER AND EFFLUENTS ......................................................................................... 55
13.
14.
15.
RISK FACTORS .............................................................................................................. 55
BUSINESS PROJECTIONS AND PLANNING ............................................................... 76
PROPOSAL OF THE BOARD OF DIRECTORS ............................................................ 77
16.
EXHIBIT I - REPORT ON THE CODE OF CORPORATE GOVERNANCE OF GRUPO
CLARÍN S.A. ................................................................................................................................ 78
17.
EXHIBIT II – INTERNATIONAL GUIDELINES AND GRI CONTENT INDEX ................. 90
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1. MESSAGE FROM THE CHAIR
Messrs. Shareholders,
I am pleased to present the Integrated Annual Report of Grupo Clarín S.A. which consolidates
the reporting on the Group's economic-financial, social, environmental, and corporate governance
performance. Developed in accordance with the Integrated Reporting guidelines and GRI
Standards, it follows the best practices of transparency at the global level. In addition, it shows
the progress made in fulfilling the 10 principles of the United Nations Global Compact and the
contribution to the Sustainable Development Goals.
2022 was once again conditioned by sustained uncertainty generated by fiscal imbalance,
growing indebtedness of the public sector, the weak reserves position of the Central Bank,
inflationary acceleration with strong dispersion of relative prices, the gap between the official
exchange rate and financial rates, and the decline in private consumption. This uncertainty was
further worsened by the Russian invasion of Ukraine in late February, which led to a significant
increase in global inflation and resulted in the beginning of a new global economic cycle
characterized by an increase in the reference interest rates by central banks.
This context had a considerable impact on the performance of GDP and the media industry.
Despite the challenging environment, Grupo Clarín managed to maintain its position as the most
important and diversified media group in Argentina and one of the largest in the Spanish-speaking
world.
During the year, the subsidiaries of the Group maintained their position and leadership in each of
the business segments: print media, radio, broadcast and cable television, audiovisual content
production, and print industry. With innovation at the core, we boosted the synergy between
traditional media and technology platforms, expanding the reach of digital audiences and offering
extensive multimedia and multi-platform coverage with innovative formats.
At the same time, the Company reinforced its commitment to the sustainable development of the
country by creating value from its role as a media company. In this way, it focused on fulfilling and
consolidating the citizens’ right to information, with a comprehensive journalistic and
entertainment offering, based on accuracy, credibility, freedom of expression, and interaction with
the audience. In each of its business units, the Company promoted responsible content creation,
sustainable management of operations, transparent communication, diversity, and environmental
awareness. As a result, Grupo Clarín was included in the BYMA Sustainability Index, which
recognizes listed companies for their sustainability practices.
Looking forward, Grupo Clarín aims to continue consolidating its presence in the local and
regional market through the creation of quality content in various formats. With a focus on
innovation, all its business units will focus on capitalizing on opportunities, strengthening,
improving, and expanding their products and services, and increasing their market share. At the
corporate level, we will continue to promote sustainable business management through efficient
processes focused on creating economic, social, and environmental value for the Group and all
its stakeholders.
Best regards,
Jorge C. Rendo
Chair of Grupo Clarín
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2. ABOUT THIS REPORT
We hereby submit for your consideration the Annual Report and Exhibit, the Consolidated
Statement of Financial Position, the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Changes in Shareholders' Equity and the Consolidated Statement of
Cash Flows and Notes of Grupo Clarín S.A. (hereinafter, “the Company” or “Grupo Clarín”) for
fiscal year No. 24 ended December 31, 2022.
The main subsidiaries in which Grupo Clarín S.A. has a direct or indirect controlling interest are:
Arte Gráfico Editorial Argentino S.A. (AGEA), Compañía Inversora en Medios de Comunicación
S.A. (CIMECO), Arte Radiotelevisivo Argentino S.A.(ARTEAR), GC Gestión Compartida S.A.,
Inversora de Eventos S.A.(IESA), and Radio Mitre S.A.
Grupo Clarín presents its second Integrated Report, a document that includes its Annual Report
and its Sustainability Report. In this way, the Company consolidates in a single document the
information on its economic, social, and environmental performance. This Integrated Report is
prepared in accordance with the guidelines of the "International Framework" document of
the Value Reporting Foundation.
3. ABOUT THE CONTEXT
3.1. MACROECONOMIC ENVIRONMENT IN 2022
The performance of the Argentine economy throughout 2022 was once again conditioned by
sustained uncertainty generated by fiscal imbalance, growing indebtedness of the consolidated
public sector (Treasury and Central Bank), the weak reserves position of the Central Bank,
inflationary acceleration with strong dispersion of relative prices, and the gap between the official
exchange rate and financial rates.
This uncertainty was further worsened by the Russian invasion of Ukraine in late February.
Disruptions in the supply chains of inputs had a strong impact on international prices, mainly
energy and food. As a result, there was a significant increase in global inflation. This resulted in
the beginning of a new global economic cycle characterized by an increase in the reference
interest rates set by central banks. The local economy accelerated its inflationary dynamics and
further accentuated its fragility.
When analyzing 2022 at the local level, two relevant facts must be considered. The first of them
is the 30-month arrangement with the International Monetary Fund under the Extended Fund
Facility for an amount equivalent to US$44 billion. Its stated objective was to promote the
introduction of policies that contribute to correcting the economy's imbalances and begin a
process of accumulating international reserves.
However, various factors, including collateral effects derived from the aforementioned war
conflict, affected this roadmap. The increased global inflationary pressure raised questions about
the fulfillment of the program, which proved to be very sensitive to external shocks. This
accelerated the loss of reserves, which made it difficult to achieve the targets stipulated in the
agreement and generated a break in the access to financing for the Treasury in pesos.
In July, the second relevant event of the year occurred: Two changes of authorities in the
economic cabinet. Silvina Batakis initially replaced Martín Guzmán. Subsequently, Sergio Massa,
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who at that time was the President of the Lower House of Congress, replaced her. This change
signaled a shift towards more restrictive policies, among which the following stand out:
• Temporary exchange rate splits aimed at incentivizing the supply of foreign currency and
disincentivizing demand;
• Generation of signals on the fiscal front that sought to generate greater certainty
regarding the course of economic policies and compliance with the commitments
undertaken with the IMF;
Intention to define a monthly price adjustment path through various agreements with
leading sectors of the economy in order to curb inflationary inertia.
•
In 2022, the economy exhibited an inflation rate close to three digits (a record high since 1991),
which meant a virtual doubling of the percentage registered in 2021. This acceleration took place
without correlation with the official exchange rate and with lagging relative prices (utility tariffs,
monetary base, and salaries/pensions adjusting below the price index).
Despite the acceleration of prices, the GDP closed the year with a growth of around +5.5-6%,
marking two consecutive years of recovery. This growth level, impacted by a significant statistical
carryover, has shown clear signs of slowdown in recent months.
Argentina was able to meet the targets agreed with the IMF: lower fiscal deficit at the primary
level, lower direct assistance from the Central Bank to the Treasury, and accumulation of net
reserves. However, the issue of pesos was significant despite the agreed limit on monetary
financing to the Treasury. The monetary authority issued - in the form of interest on its
remunerated liabilities, direct and indirect financing to the Treasury, and purchase of foreign
currency from the private sector - an amount close to $ 8,000 million. The sterilization of such a
significant issuance of pesos, which showed a decreasing demand, caused the stock of
remunerated liabilities of the Central Bank (mainly Liquidity Bills (LELIQs, for its Spanish
acronym)) to close the year at around $ 10.0 trillion (~12% of GDP). This represents more than
twice the monetary base, more than double the amount at the end of 2021, and 8.5 times the
amount at the beginning of the current administration (end of 2019).
Finally, the external front showed a significant deterioration in its surplus position despite
registering the best terms of trade in its history. It should be noted that the trade surplus of goods
would close the year at around US$ 7,000 million, which is 53% below the almost US$ 15,000
million observed in 2021. This compression is partly explained by the significant increase in
energy imports (+120% compared to 2021) and paradoxically occurs despite the new record that
would be reached in the value of goods exports (close to US$ 89,000 million, +13% compared to
2021).
3.2. OUTLOOK FOR NEXT YEAR
In an election year, Argentina will have to deal jointly with the likely weakening of the main
developed economies, the impacts of a persistent drought that will negatively affect both the
supply of foreign exchange from the agricultural sector and revenue from export taxes, and a
profile of high maturities of sovereign debt in pesos that will be difficult to refinance.
Argentina also has to face the greater political and economic uncertainty that comes with an
election year, as well as the challenge of continuing to meet the quarterly targets committed with
the IMF for fiscal correction (from 2.5% of GDP in 2022 to 1.9% in 2023 at the primary level),
lower direct monetary financing from the Central Bank to the Treasury (from 1.0% of GDP in 2022
to 0.6% in 2023), and greater accumulation of net reserves (+US$ 4.8 billion throughout the year).
Private projections for 2023 are once again less optimistic than official ones. They forecast a
significant slowdown in activity to barely positive levels or even negative levels in the worst-case
scenario, and a similar or even higher inflationary trend compared to that observed in 2022 (partly
5
fueled by ongoing adjustments in certain relative prices such as utility tariffs and transport fares).
In this complex outlook for the economy, the continuation of current policies seems to be primarily
aimed at meeting the targets with the IMF and managing the new inflationary regime.
The restoration of purchasing power will likely be an objective in an election year. It is worth noting
that attempts to coordinate prices and wages have shown limitations and, at best, an impact in
the short term. The reversal of the current dynamics of high inflation, the growing surplus of pesos
(which are increasingly less demanded in a bimonetary economy), and the shortage of reserves
in the Central Bank are still necessary conditions, although not sufficient, for the stabilization of
the Argentine economy.
3.3. THE YEAR 2022 AND THE MEDIA SECTOR IN ARGENTINA AND THE WORLD
During 2022, the media industry was faced with uncertainty due to the reconversion processes,
adaptation of businesses to the digital era, and changes in consumption patterns resulting from
new technologies. Furthermore, the sustained migration of advertising to the digital environment
continued to be concentrated in large global platforms, especially Facebook, Google, Amazon,
and, to a lesser extent, in Asian companies such as Alibaba, ByteDance (owner of TikTok), and
Tencent.
The media and entertainment industries are operating in a complex and dynamic context, with a
growing focus on mobility and seeking to reach younger audiences who prioritize the consumption
of video content, streaming, and games.
Against the backdrop of sustainability tensions and certain collateral effects resulting from the
functioning of platforms (such as the chaotic dissemination of news - true and fake - or the
worrying news biases created by algorithms that reinforce their users' beliefs), media outlets
around the world continue to focus on gaining strength. To achieve this, they emphasize
differential assets such as the credibility of their brands, invest in incorporating new technologies
in their newsrooms (in terms of content, commercial strategy, marketing, big data, and machine
learning), seek to attract and retain new digital talents, and highlight the institutional role they
have historically played in democratic societies.
Over the past few years, the multimedia paradigm has been fully consolidated. The multi-platform
approach is the norm and, without exception, traditional media outlets are exploring other
languages. In this way, the consumption of contents is simultaneous, overlapped and through
multiple windows. In 2022, this trend deepened as a result of habits acquired during the COVID-
19 pandemic quarantines. The consumption of video through OTT platforms (such as Netflix,
Flow, Amazon Prime Video, HBO, Disney+, among others) has increased in line with their
revenues, a trend that will continue in the coming years, albeit with greater competition among
players in the so-called "streaming wars". During the period, there was also significant growth in
the consumption of e-books and gaming products.
Due to the unusual context generated by the pandemic, at first, the media industry suffered a
severe impact on its economic indicators. The pandemic accelerated changes in consumer
behavior and digital disruption. According to the latest PWC Global Entertainment & Media
Outlook annual report, after falling by 2.3% in 2020, worldwide Entertainment and Media revenues
increased by 10.4% in 2021, resuming its trend of outpacing global Gross Domestic Product
(GDP) growth, and the industry is expected to grow at a rate of 4.6% annually until 2026. Digital
content continued to increase its share in the revenue structure of these companies and has
consolidated itself, in many cases, as the main source of revenues. On the other hand, advertising
revenues grew by 23% in 2021 and accounted for 33% of the industry's total revenues. It is
expected to grow at a compound annual rate of 6.6% through 2026 on its way to becoming a
US$ 1,000 million market. Growth is largely driven by digital advertising, while non-digital
advertising is expected to decline after 2025.
It is evident that more and more users are selecting the contents they consume prioritizing
preferences, quality, convenience, and truthful information. Therefore, the companies in this
6
industry want to have direct contact with the user to build loyalty through the added value of their
brands and the personalization of content and services that they may develop in the future.
While audiences continue to migrate to the digital world, users increasingly prefer mobile devices
to search for the contents that best suit their preferences. According to Chartbeat, 75% of the
visits to news sites are made from a mobile phone. This phenomenon poses big challenges for
an industry forced to constantly change and adapt the contents and the ads to mobile screens.
During 2022, the number of users willing to register and pay for the content and services they
consume more intensively continued to grow, although to a lesser extent than in 2021. This was
particularly true for platforms or media they were already using, but were doing so anonymously.
Thus, the consolidation process of subscriptions deepened during 2022, largely driven by the
consumption of video streaming (especially in OTTs), digital music, podcasts, video games, and
various digital newspapers that launched and strengthened their paywall models. In fact, Deloitte
and PWC already estimate that there are more people who have at least one subscription to a
video streaming service than those who have a subscription to a traditional TV service. In the
United States, cable TV recorded a further drop in audience among all age groups, especially
young people.
The long-term outlook for the industry is challenging but positive, demonstrating the flexibility and
adaptability of the ecosystem. Professional reports argue that the consumption of digital content
will be the main global growth factor for the industry in the coming years. Successful media will
be those that best adapt their strategies to engage consumers with the most convenient products,
services, and experiences.
In the local context, just like in 2021, the complex macroeconomic environment generated an
acceleration of inflation and a setback in private consumption, which had a considerable impact
on the performance of the GDP and the media industry. According to the market expectations
survey published by the Central Bank of Argentina (BCRA, for its Spanish acronym), a 5.3% real
variation of the GDP is projected for 2022, after growing 10.4% in 2021, and registering a 10%
drop in 2020.
This performance is mostly accounted for by the sensitivity of Argentine media companies’
revenue structure to the economic cycles. In this sense, even though they continue to grow, media
companies’ advertising revenues are still especially sensitive to recessive cycles due to the
moderate development still shown by paid subscription models in the domestic market.
This highlights the need for traditional media to continue to invest in innovation, creating new and
better digital products and services that allow them to make their business models sustainable in
an increasingly competitive environment. To such end, they will need to deepen and optimize the
path that enables them to efficiently monetize digital advertising and subscriptions, while
leveraging mobile consumption without being invasive to the user.
Notwithstanding the foregoing, consumer habits go in the same direction as in the rest of the
world, in turn boosted by the effects of the quarantine and the new form of teleworking. In the
audiovisual segment, the highlights were a slight drop in HUT (households using television) and
the growth or consolidation of various OTTs or video streaming platforms, coupled with the use
of home data for work tools, especially for video calls.
Regarding the newspaper segment, according to PwC, global revenues from print circulation
decreased by 11% in 2022, while print advertising decreased by 5%. On the other hand, revenues
from digital circulation and advertising grew by 25% in 2022, although with a still very low base to
compensate for the decline in the traditional business. This is mainly due to the relatively low level
of maturity of the paid subscriptions market for consuming news online and the low price of digital
advertising. However, more and more local media are deciding to move toward such a model
since exclusive advertising does not seem to be sustainable.
7
Regarding music and radio, PWC reports a recovery of live music (reduction of post-quarantine
restrictions), while radio grew 5% in revenues in 2022 (mainly in advertising), returning to pre-
pandemic levels. According to Kantar IBOPE, traditional radio listeners remain with a weekly
reach of almost 60%, while there has been growth in digital users (18% reach), in addition to the
growing phenomenon of podcasting. Following the global trend, radio in Argentina is consolidating
as a multi-platform medium that reaches new generations.
Thus, the challenges faced by the local industry do not differ from those seen in companies
around the world, except for the complex macroeconomic environment. The willingness of society
to pay for Internet content under this environment appears to be one of the critical challenges.
The media companies that achieve the most successful innovations and maintain brands that add
value will have a head start in the race to reach the user with the possibility of building loyalty.
3.4. REGULATORY FRAMEWORK IN 2022
The latest substantial changes in legislation were introduced in December 2015 under Decree
No. 267/2015, which amended Laws Nos. 26,522 and 27,078 (“Audiovisual Communication
Services Law” and “Digital Argentina Law” respectively).
Upon the issuance of Decrees Nos. 7/2019 and 50/2019, published in the Official Gazette on
December 11, 2019 and on December 19, 2019, respectively, the ENACOM —the Enforcement
Authority of both Decrees— is now under the jurisdiction of the Secretariat of Public Innovation
under the Chief of the Cabinet of Ministers.
Some subsidiaries of the Company hold licenses and registrations and exploit Audiovisual
Communication Services (Television, Radio, Cable Television Signals, Producers and Advertising
Agencies), and operate under the scope of the Audiovisual Communication Services Law.
All the subsidiaries of the Company, owners of licenses for the exploitation of Audiovisual
Communication Services have obtained an extension of the terms of their licenses, for the
exploitation of broadcast television and AM and FM sound broadcasting services. All the licensees
were deemed to have opted to request an extension under Article 20 of Decree No. 267/15, and
were granted a new term for the first period of TEN (10) years, with the right to an automatic
extension for a term of FIVE (5) more years, in every case.
In connection with digital television, all the subsidiaries that hold broadcast television licenses
were awarded a digital channel to render terrestrial digital television services.
Notwithstanding the foregoing, Artear filed in due time an unconstitutionality claim requesting the
revision of the legal regime applicable to the transition to digital television in the understanding
that, through its application, the rights of the current broadcast television licensees could be
infringed. These rights should be preserved intact as established in Law No. 26,522, which has
higher hierarchy.
Although Decree 173/2019 postponed the analog switch-off until August 2021, the COVID-19
pandemic declared on March 11, 2020 and the health measures adopted prevented licensees
and authorized parties from carrying out the necessary actions to implement the transition
process. Therefore, through Decree No. 156/2022 and Resolution 888/2022, the analog switch-
off was postponed once again. However, supplementary regulations were issued, empowering
ENACOM to grant, at the request of a party, an extension that may not exceed one hundred and
eighty (180) days. All the subsidiaries with broadcast television licenses were granted such
extension, so the new switch-off due dates were postponed to be complied with during 2023, in
accordance with the schedule established for each region.
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Significant changes in the legal framework of ICT Services
o Decree No. 690/20 – Amendments to the LAD
On August 22, 2020, the National Executive Branch amended the Digital Argentina Act through
Decree No. 690/2020, which was subsequently ratified by the Congress under the terms of Law
No. 26,122.
Among the amendments that were introduced by Decree No. 690/2020, ICT Services – fixed and
mobile telephony, subscription television and Internet – and the access to telecommunications
networks for and between licensees are now deemed “essential and strategic public services
subject to competition”, and ENACOM shall guarantee their actual availability.
The prices of essential and strategic public ICT Services subject to competition, the prices of the
services provided under the Universal Service, and of those determined by ENACOM based on
reasons of public interest, shall be regulated by said agency. This could have a negative impact
on the subsidiaries that produce and sell television content, such as ARTEAR.
However, Subscription Television Service operators brought various legal actions against the
above-mentioned resolutions, grounded on the unconstitutionality of the regulations. They were
granted different injunctions that suspended the application of those regulations. Said injunctions
ratified and extended on several occasions.
o New General Rules Governing Physical and/or Radio Electric Link Subscription
Broadcasting Services
ENACOM Resolution No. 1,491/2020 issued on December 24, 2020 approved the last General
Rules Governing Physical Radio-Electric and/or Satellite Link Subscription Broadcasting
Services.
Even though the new General Rules maintain the onerosity of all the broadcast television services
and signals that fall within the scope of the “must carry” regime (signals and services subject to
mandatory retransmission) by the providers of subscription television services, they introduce the
concept of “fair, equitable, and reasonable price” and implement a dispute resolution procedure
in case of disagreement between signal holders and distributors (by physical, radio-electric, or
satellite link) to be brought before the ENACOM, whereby the parties are deemed to have
voluntarily accepted to be subject to this procedure.
In addition, the General Rules provide that in the event that signal holders and physical, radio-
electric and/or satellite link subscription television licensees do not settle their dispute, distributors
shall include the signal in the programming grid at the price set by ENACOM’s Board based on
the information gathered during the proceeding.
It should be noted that both the price and the settlement procedure are applicable to any signal,
including those which are not subject to mandatory retransmission.
In addition, the General Rules also provide that the commercialization of one signal may not be
conditional on the acquisition of other signals and, in the case of sales of signal packages, the
price must include a breakdown of the price of each of the signals included in the package.
ARTEAR’s legal advisors believe that the ENACOM is not empowered to set the price of a signal,
regardless of whether or not it is a signal subject to mandatory retransmission, and that it would
be arbitrary and unconstitutional if the agency imposed a price on the owner of contents that does
not voluntarily agree to the settlement proceeding.
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4. 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
Argentine print media, radio, broadcast television, audiovisual production, and in the printing
industry. Substantially all of Grupo Clarín's assets, operations, and audiences are located in
Argentina, where it generates most of its revenues. The Company also carries out operations at
a regional level.
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. Between 1969 and 2017, Diario Clarín was 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. In 2016, Diario
Clarín became the most widely-read Spanish-language digital newspaper in the world and
received a record high of 22 million unique users during December 2019, which was later
surpassed in 2020 during the COVID-19 pandemic. Over the years, Grupo Clarín has been one
of the main actors in the changes undergone by the media worldwide. It 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/ eltrece) 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 region.
Grupo Clarín also publishes Olé, the first and only sports newspaper in Argentina, and the
magazines Ñ, Genios, Jardín de Genios, Pymes, and Elle. Through CIMECO, the Company holds
equity interests in the newspapers La Voz del Interior and Los Andes in a market of approximately
200 regional and local newspapers. In the audiovisual front, it also produces 5 cable signals. A
news signal, (Todo Noticias), and the signals Volver, Magazine, Quiero Música en mi Idioma, and
Canal (á). It also produces sports channels and events (TyC Sports), television content, and
motion pictures (Pol-ka and Patagonik Film Group).
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. The Group's digital media are benchmarks of journalistic quality and have
high credibility rates. Its social media accounts have the largest number of followers and generate
significant interaction. Over the last years, the Group’s media and journalists have received many
awards for their ventures in different digital platforms.
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 has
been 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.
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Grupo Clarín's investments in Argentina in the last 20 years have been very significant, always
with the same central focus: Journalism, the media, production and distribution of contents and
communications. 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 business independence in order to ensure journalistic independence.
In addition, since its foundation, Grupo Clarín has undertaken intense community activities. Grupo
Clarín, together with Fundación Noble, which was established in 1966, organizes and sponsors
several programs and activities, particularly focused on education, culture, and civic involvement.
Furthermore, as an expression of its corporate social responsibility, Grupo Clarín focuses on the
ongoing improvement of its processes, develops initiatives that arise from the dialog with different
stakeholders, and works towards sustainability, diversity, and common good.
4.1. COMPANY PROFILE
4.2. GRUPO CLARÍN AND ITS BUSINESS SEGMENTS IN 2022
For Grupo Clarín, like many companies in Argentina, 2022 was a highly challenging year. The
persistent economic crisis, marked by an acceleration of inflation, depreciation of the currency,
and increases in interest rates, created a complex framework for the private sector. Despite this
challenging environment, Grupo Clarín managed to maintain its market position, despite a fall in
sales across the industry, measured in real terms.
In this context, the Group's net consolidated sales decreased during the year by 5.9%, from
$ 78,208 to $ 73,590 million in constant currency as of December 31, 2022. It should be noted
that the variation was mainly accounted for by the restatement of the revenues recorded in 2021
compared to those of 2022 and the drop in advertising and programming revenues in real terms
during the second half of the year, and the acceleration of inflation as from July, which could not
be passed on to prices.
By the end of 2022, Grupo Clarín's consolidated gross financial indebtedness (including sellers
financing, accrued interest and fair value adjustments) stood at approximately $ 3,499 million,
and the cash position at year-end stood at $ 8,188 million.
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 2022.
4.2.1.
PRINT AND DIGITAL PUBLICATIONS
Grupo Clarín, through AGEA, is the main publisher of newspapers and news portals in Argentina
and one of the most prominent editorial content producers in Latin America.
Arte Gráfico Editorial Argentino
Arte Gráfico Editorial Argentino S.A. (AGEA) publishes two national newspapers and their
respective digital portals. In the first place, AGEA publishes Clarín, the flagship Argentine
newspaper and one of the most important in the Spanish-speaking world both in terms of
audience and editorial relevance. It also publishes Olé, founded in 1996, the first and only sports
newspaper of its kind in the Argentine market. In addition, it publishes regional newspapers;
Genios, a very popular magazine among schoolchildren; Jardín de Genios, aimed at children
aged 2-5 that comes with a supplement for parents; Ñ, a cultural magazine; Pymes, aimed at
small- and medium-sized businesses; and ARQ, aimed at the construction world, architects and
designers. It also publishes the Argentine version of the women’s magazine Elle and, since June
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2020, the Disney Pre-School magazine, which includes educational proposals for learning to read
and write.
AGEA has a strong presence in the digital content segment through its websites clarin.com and
ole.com.ar, which are among the most visited websites in Latin America. It stands out in vertical
sites of sectors such as cars, real estate, and jobs.
Clarín
With a long-standing editorial and commercial leadership consolidated throughout its 77-year
track record, Clarín is the most prominent Argentine medium in journalistic terms and one of the
most widely read.
With innovation at the core, Clarín has a multi-platform newsroom that works simultaneously for
its different editions - digital, mobile, and print. In this around-the-clock news production process,
all the journalists work for all the platforms in order to maintain the Company’s leadership in the
print and digital market.
Clarín is the leading Argentine newspaper in terms of digital subscribers and registered users (the
two most relevant indicators in the world's leading newspapers, with readers that are highly loyal
to the brand and its journalistic quality). Additionally, it ranks among the top two portals in terms
of unique users. Clarín seeks to continue expanding this base with readers of all ages and
different reading frequencies and, at the same time, it seeks to offer original contents for the most
frequent readers that, given their periodicity, choose to become digital subscribers. The quality,
flexibility, immediacy, and close bond with the readers are the key pillars to face these new
challenges.
Clarín has a strong share in every large digital platform and all its products follow an innovative
communication strategy. In this way, Clarín has positioned itself as a leader in social media and
among online news portals. Clarín.com addresses the significant changes in the way news and
information are consumed. The site features a great display of images, videos, and sections, and
is constantly updated by an integrated newsroom that works 24 hours a day, 365 days a year.
Among the highlights of Clarín's news coverage during 2022 are several special reports. With
correspondents sent to Ukraine and Poland, Clarín had first-hand accounts from conflict zones.
During several weeks and separately, Pablo Vaca and Gonzalo Sánchez reported on the
displaced, told their life stories, and described the progress of the hostilities. Their coverage
received awards.
During the 2022 World Cup held in Qatar, six special correspondents reported from Abu Dhabi
and Doha on the news regarding the Argentine National Team. The coverage included Horacio
Pagani's video analysis, Julio Cesar Falcioni's technical analysis, and the personal stories of the
footballers' women, told by Yanina Latorre.
To strengthen the relationship with its audiences and stakeholders, Clarín produced two event
series during 2022. It held the fourth edition of “Democracy and Development”, a cycle that seeks
to address the institutional, economic, and social challenges of our country with a plural and long-
term perspective. Seven events were held at the Museum of Latin American Art of Buenos Aires,
with the participation of 96 speakers, including national and provincial officials, governors, large
and medium-sized business leaders, industry leaders, economists, the president of the Supreme
Court of Argentina and the President of Uruguay, among others.
The second event, "The Coming World", was focused on the new agenda of society and
businesses. It was the second edition and consisted of a series of 12 conversations between
analysts, executives, researchers, leaders from the private and public sectors, as well as from the
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social sector. It was broadcast live on Clarín's website with very good results in terms of viewers
and relevance of the topics.
In 2017, Clarín became the first Argentine newspaper to launch a digital subscription system. As
of December 2022, Clarín exceeded 500,000 digital subscriptions, with more than 5,000,000
registered users. In its print edition, Clarín's sales in 2022 exceeded its direct competitor by 33%,
with weekend editions close to 150 thousand copies. This places Clarín among the major Sunday
newspapers of the world. Clarín has a 51% share in the newspaper market in the City of Buenos
Aires and in the province of Buenos Aires, and a 26% share at a national level.
VIVA, the magazine which has come for free with the Sunday newspaper for 28 years, is noted
for a strong representation of Argentine people, through its articles and contents that reflect the
social phenomena and the current issues.
The Zepita facility -where the newspaper Clarín and its sections, as well as the newspaper Olé
and those of other competitors are printed- is located in the City of Buenos Aires and 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.
AGL's printing facility, located in the province of Santa Fe, has a surface area of 3,900 m2 and
has a Goss Uniliner rotary offset printing press which enables it to print 75,000 copies per hour.
The entire production process is developed in accordance with leading industrial criteria and
environment preservation standards, such as ISO 14001.
Clarín 365 is a readers club created in 2010 to build loyalty among readers and to reinforce its
close bond with them, as well as to strengthen circulation. It was created exclusively for Clarín's
publications, but, eventually, it was adopted by other newspapers and magazines in the country.
Currently, there are over 30 editorial products that offer access to the 365 or 365 Plus cards. The
system offers more than 800 brands and 6,000 retail locations throughout the country. Clarín 365
remained the leading benefits club during 2022. During the last year, 365 continued to focus on
corporate agreements and we signed agreements with companies and government agencies that
contributed around 150,000 new subscribers.
Since 2019, Clarín has had a Gender Editor to ensure a gender perspective in all the areas of the
newspaper. The decision, which is being adopted in several of the leading newspapers worldwide,
is in line with the demand of audiences that look for and deserve information and stories adapted
to the new times. Clarín was a pioneer among the Argentine media in adopting these measures.
Products
The core offering of the newspaper comprises the main sections (politics, economy, society)
together with the Spot, Sports, and Classified ads sections. Weekly supplements (such as,
Economic, Rural, Cars, Traveling, Real Estate and The New York Times) make Diario Clarín one
of the most comprehensive newspapers in the market.
The regional supplements extend the specific territorial coverage to the surrounding area of the
City of Buenos Aires. In digital and paper formats, through three publications: North, South, and
West.
Spot provides the reader with information on entertainment, trends, and culture, all in one place.
It is a supplement that offers interviews with prominent cultural figures and news about show
business, film and theater premieres, fashion, and gastronomy.
Diario Clarín’s Economic Section offers its readers a thorough analysis of the economy, the
secrets of leading companies, personal finances, marketing and labor market with valuable
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information, easy-to-read texts, and the opinion of national and international prestigious
columnists.
In 2022, the sports section regained its prominence due to the 2022 FIFA World Cup held in
Qatar. It carried out the special coverage of the most relevant international events of the year,
such as the FIFA World Cup.
The Rural section is a management tool for the productive sector. It contributes to the
dissemination of all the solutions and updating on new technologies for agricultural businesses.
It is a source of reference for the diverse topics that are relevant to the agricultural industry in
Argentina.
Magazines
Since 2003, the magazine Ñ - both in the print and digital formats - has featured the main
expressions of literature, thought and cultural phenomena of Argentina and the world.
The magazine Ñ seeks to enrich debates, generate discussions, and propose innovative
approaches to understand and appreciate the manifestations of society in all fields. In addition, it
features the most prominent editorial offerings and the main cultural activities in Buenos Aires
and in Argentina. In 2022, the 1,000th edition of the magazine was launched, which participated
in the Eñe festival held in Madrid, Spain.
Through Premio Clarín Novela, Magazine Ñ promotes the production and publishing of literary
fiction in Spanish language. In 2022, the magazine held the 25th edition of the award. It is a symbol
of support for culture that is renewed every year, discovering leading authors and connecting
them with readers. This award has become one of the most popular literary contests in Spanish
and is a meeting place for young writers, acclaimed authors, and readers. In 2022, Miguel Gaya
won the award for his novel "El desierto invisible".
Since 2002, the Magazine ARQ Clarín, published on Tuesdays, has been accompanying
professionals and students as a reference editorial product in this field. Additionally, it periodically
publishes the special editions of "MÁS ARQ", which contains a selection of works from around
the world and addresses different topics under the names MAS Casas de Verano, MAS Casas
Serranas, MAS Casa FOA, MAS Espacios de Trabajo, and "DNI" which is a publication
specifically related to National and International Design in all its forms. In 2022, DNI published its
49th edition, dedicated to Ceramic and Design, and its 50th edition, dedicated to Urban Mural Art.
On August 30, 2022, ARQ published a special edition to celebrate its 20th anniversary, featuring
a selection of 20 works that represent a map of the past two decades, as well as a miniature
Panton chair.
The 2022 edition of the "Premio Nacional Clarín – SCA" Award to architecture students was held,
consolidating its position as an aspirational foundation and professional launching platform for
future architects, sponsored by brands related to the industry.
Revista ELLE is a high-end magazine for women, focused on fashion and beauty. It was
incorporated into AGEA's product portfolio in 1994. During 2020, ELLE offered the products ELLE
Decoración and ELLE Cocina, which were published twice during the year, with a website:
elle.com.ar, which allowed, together with its social media (Instagram/Facebook), to reach the
audience 24/7.
Genios is a weekly children's magazine that seeks to educate and entertain, with a clear and
current language for children. During the year, it reached an average sale of 10,700 copies,
reaching an average of 31,000 copies in its 2 editions of “Back to School”. The monthly edition of
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Jardín de Genios, a magazine targeted at little children, maintained its leadership in the category
children's magazine with over 17,000 copies sold.
In June 2020, the monthly Disney Pre-School magazine was launched. It is a product with an
attractive format that offers educational materials to easily learn how to read and write with a
funny approach.
Pymes is a monthly publication with national reach, published since 2004, aimed at contributing
to the development and consolidation of small businesses, with special emphasis on the
entrepreneurial world and the so-called “startup” or “high impact” entrepreneurs. In 2022, the
magazine published 3 editions with books: In March, “Manual para la gestión de entidades
deportivas y asociaciones civiles" by SMS, in July, "Ni grandes ni pequeñas INTELIGENTES" by
Manuel Sbdar, and, in October, "Capital Humano" by SMS.
Olé
Olé is the first and only sports newspaper in Argentina, both on the web and in print format. Since
its launch in 1996, it has been an Argentine benchmark in sports information. Its editorial offering
provides the most comprehensive and complete coverage of football and other sports like tennis,
basketball, rugby, and motor racing.
2022 was a great year for Olé. The newspaper relaunched its website with a more user-friendly
design and modern technology. It also opened an account on Twitch, a rapidly growing platform,
with three hours of live streaming per day. Among sports newspapers, Olé has become an
international leader in social media interactions. It took the first step in regionalizing the brand
with the launch of Olé Ecuador. It held the Olé Sports Summit Argentina 2022, a series of talks
with international sports stars and a 360-degree view of the FIFA World Cup held in Qatar,
addressing relevant topics such as new technologies, big data, management, and tactical
analysis.
With a broad and robust value proposition, it doubled the number of digital subscribers, breaking
away from the idea that sports content cannot be monetized. It was recognized as the best sports
and entertainment site at the LATAM Digital Media Awards ceremony held by the World
Association of News Publishers (WAN-IFRA). With Argentina winning the FIFA World Cup, the
newspaper provided unprecedented on-site journalistic coverage and launched various editorial
products related to that achievement that were a sales success.
Olé continued as the undisputed leader in sports news, reaching daily all newsstands in the
country, as well as from its digital version, which yielded significant results: Over 16 million users
and nearly 125 million pages viewed on average per month.
Other Internet Businesses
With its sites “Argenprop” and “Empleos Clarín”; the Company has a strong presence in the on-
line classified ads for real estate and jobs.
El Gran DT is the most popular game in Argentina and has engaged over 6 million people in its
27 editions. With a friendly product, a powerful brand, a community of more than 300,000 users
and a business model based on digital subscriptions (with more than 50,000 customers), Gran
DT continues its mission to be a football-linked entertainment space. No doubt it is a success
story due to its track-record and popularity.
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School Editorial Content
Tinta Fresca publishes textbooks, educational contents and children's and youth literature for all
stages of the Argentine educational system, in print and digital format. It also offers a portfolio of
world-leading, high-impact digital education solutions, including learning systems, books, and
digital content.
The return to in-person classes in the 2022 academic year favored the recovery of book sales.
Tinta Fresca increased its sales by 67% compared to the previous year, following the trend in the
private market. Digital solutions remained stable.
In terms of editorial development, Tinta Fresca launched "Crear y programar", a solution that
combines books with robotics kits to facilitate the teaching of programming and robotics in
schools. As for the Digital Solutions portfolio, Tinta Fresca launched "Matific", a platform for
learning mathematics, and "Edpuzzle", a solution for creating, sharing, and editing videos.
Additionally, the digital library Veoyleo was transformed into a series of reading and writing
projects that combine online reading with traditional paper-based production and writing. Four
new children's literature titles were also launched.
Like other educational publishers, Tinta Fresca provides copies to the Ministry of Education of
Argentina for the "Books for Learning" program, aimed at public primary schools throughout the
country. It obtained good results in the schoolbooks selection process for the 2023 school year.
Tinta Fresca maintains its investment in Ríos de Tinta, a Mexican publishing house founded in
2007 engaged in the production of books and materials for the educational system of Mexico.
Impripost
Impripost Tecnologías S.A. is a company mainly engaged in production and variable printing,
including invoices, advertising brochures, forms, labels, and cards. It also provides envelope-
stuffing services. Today, it is one of the main companies in the market of variable data printing
and finishing in large volumes. The Company has a strategic alliance with Ricoh.
During 2022, Impripost continued to lead the market with customers such as Telecom Argentina
S.A., AMX Argentina S.A. (Claro), Directv Argentina S.A., Litoral Gas S.A., Metrogas S.A.,
Naturgy Ban S.A. (Gas Natural), Empresa Distribuidora La Plata (Edelap), CMR Falabella S.A.,
Municipality of Rosario, Aguas Santafesinas S.A., and Aguas Bonaerenses S.A. (ABSA).
Cúspide
Cúspide is one of the main Argentine companies engaged in the distribution and sale of books.
Today, it has three business areas. The first one is a retail business, with 30 branches located
throughout the country, and a digital channel, cúspide.com. The second one is engaged in
wholesale distribution with over 500 customers. And the third one manages the revenues
generated by the franchises. Today, the company has 18 franchised locations.
Cúspide owns a 2,500-square meter warehouse to store and supply its own branches and its
wholesale customers. The company participates in the Book Fair and in the Children's Book Fair,
which were resumed in 2022.
Compañía Inversora en Medios de Comunicación (CIMECO) S.A.
CIMECO 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, preserving its editorial principles. CIMECO holds a majority interest in
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two of the three largest regional newspapers in Argentina: La Voz del Interior (Córdoba) and Los
Andes (Mendoza).
La Voz del Interior S.A. (LVI) leads the print and digital market in the central region of the country.
The newspaper La Voz del Interior has a significant market share in the province of Córdoba.
In 2022, LVI focused its editorial policy on consolidating a multiplatform strategy by adjusting the
print and digital products to new trends in the consumption of news. In this sense, during 2022, it
developed projects that had an impact on the community, such as the extensive coverage of the
war in Ukraine, special correspondents sent to cover the World Cup in Qatar and the most
relevant provincial and national events. At the end of 2022, La Voz had over 85,100 subscribers,
and annual sales grew by 122% compared to 2021.
The “digital first” process was also consolidated to contribute more value to content across all
digital platforms.
CIMECO also owns the newspaper Los Andes, which has been reporting Mendoza’s news since
1882, the year in which the Calle family founded one of the oldest journalistic companies in the
country. Los Andes is a benchmark brand in the market.
During 2022, Los Andes focused on maintaining its leadership position both in its print and digital
versions. Los Andes Pass, the newspaper’s loyalty program, reached 22,700 subscribers in
December. The percentage of readers subscribed to this program represented 47% of the net
monthly circulation at year-end.
In August 2020, the newspaper launched the digital subscription, with great results. In addition,
Los Andes granted access to the Digital Subscription to all the customers that were already
subscribed to the Digital Kiosk service, which provides access to the print edition of Los Andes in
PDF. The company implemented a digital subscription system with a model that sets limits on the
number of articles per month and on premium content.
During 2022, Los Andes’ newsroom deepened the digital focus and the diversification of formats,
with a common goal: Consolidating its regional leadership in all aspects, including publications
on digital platforms, social media, print products, audiovisual production, brand credibility, and
organization of events, among other strategic actions.
With a peak of over 15,000,000 unique users reached in August, Los Andes ended the year
leading the ranking of regional news sites and among the top ten of all national media, according
to ComScore measurements.
Comercializadora de Medios del Interior (CMI)
CMI is engaged in publishing and in the commercial representation of media outlets located in
the provinces. It manages the news site Vía País. It publishes and sells the magazine Rumbos,
distributed by many own- and third-party publications in the Interior of Argentina.
During 2022, CMI continued to consolidate itself as the most important network in the provinces.
During the year, the company intensified the adaptation of its traditional businesses to new
technologies, preserving its business model. In this way, it continued to focus its businesses on
the digital area.
Among the highlights of 2022, the company consolidated the site Vía País. Its main aim is to build
the largest news network in the country covering all the provinces of Argentina. By the end of
2022, the audience reached 18.5 million unique users. In social media, it has 2.7 million followers
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on Facebook, with 33.3 million interactions and 18 million video views, and 160 thousand
followers on Instagram, with 4.3 million interactions and 1.7 million video views.
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. Currently, it also works on the production of paper used for printing, writing, and
packaging. It is currently the largest Argentine producer of newsprint, with an annual production
capacity of approximately 112,000 tons.
Papel Prensa seeks continuous improvement in occupational health and safety. In this regard, it
has implemented several production policies based on obtaining strategic supplies without
depleting natural resources, using materials that come from sustainable forest management
processes, and recovering raw materials by recycling returned newspapers which are used to
reduce the use of virgin fiber. On the other hand, it continued to focus on consolidating the
conservationist and efficient approach to the use of the resources involved (especially fiber, water,
and energy).
Oportunidades
Oportunidades (OSA), incorporated on May 26, 2003, is engaged in several activities including,
among others, the exploitation of advertising companies; editing, publishing, distribution, import
and export of magazines, and books. In 2012, and together with Ferias y Exposiciones Argentinas
SA (FEASA) the Company incorporated a corporation called +Más Logística S.A. Said company
is mainly engaged in the transportation and distribution of publications. Oportunidades holds a
95% equity interest in that company.
In December 2017, Oportunidades acquired a rotary printing press and a digital one, used for
Heatset and Coldset printing, which involve two types of treatments for commercial brochures
and books, magazine, and catalog publications.
With regard to digital printing, during 2021, it formalized a strategic alliance with Ricoh Argentina
S.A. to incorporate variable data technology in publications, which has allowed the incorporation
of new customers.
Billetera Móvil (“BIMO”)
On October 13, 2020, AGEA and Botón de Pago S.A. incorporated a company under the
corporate name Billetera Móvil S.A. (“BIMO”), which is mainly engaged in the provision of
electronic payment services. As of December 31, 2022, AGEA held a 100% interest in the capital
stock and votes of BIMO.
In August 2022, BIMO ceased its operations.
4.2.2. BROADCASTING AND PROGRAMMING
Grupo Clarín is a major player in the Argentine audiovisual broadcasting and programming
segment. Through Artear, it exploits the license LS85 TV Canal 13 Buenos Aires, one of the two
largest broadcast television channels in Argentina, in terms of advertising and audience share. It
also has a presence on broadcast television stations in Córdoba (Telecor). Grupo Clarín also
produces cable television signals.
Its role in the production of audiovisual content includes agreements and equity interests in
benchmark TV 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
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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.
ARTEAR
Arte Radiotelevisivo Argentino S.A. (Artear) owns eltrece, one of the main broadcast channels in
Buenos Aires. eltrece combines fiction, news, and entertainment, with a varied offering. It also
owns TN, a leading 24/7 news signal, and cable tv signals.
During 2021, Artear ratified its audience performance in its broadcast and cable signals and in its
digital platform. As always, eltrece reaffirmed its commitment to information, with its four daily
newscasts.
In 2022, the daily audience rating achieved was very similar to that achieved in 2021 with 5.9
points against 6.1. In the afternoon slot, the rating reached 5.0. During Prime Time, eltrece
recorded an increase compared to the previous year: From 7.5 to 7.7
The highlights were Telenoche, Los 8 Escalones, Bienvenidos a Bordo, and Nosotros a la
Mañana.
During 2022, “Eltrecetv.com.ar” was the most visited portal among the Argentine broadcast
stations. This site includes the live streaming of the signal, in addition to all the programming, full
episodes, TV listings and information about all its products. The site can be accessed through
Facebook, Twitter, Instagram, and, most recently, YouTube. The company developed social
media coverage strategies using mobile devices in production locations to support programming
while also growing the community and generating revenues for the industry. During 2022, it
started to monetize branded content.
In the cable TV segment, Artear offers informative and entertainment signals. The Spanish
language music signal “Quiero Música en mi Idioma” was quick to lead audience ratings in the
music genre. “Volver” offers the best of classic and vintage Argentine films and television shows.
In addition, Canal (á), a signal that offers arts, cultural and show business programs, mainly in
Buenos Aires, is operated by Artear.
Artear owns TN (Todo Noticias), the most prestigious 24/7 cable news signal in Argentina. TN is
a news signal and its programming is based on ongoing news programs and a varied general
interest programming comprising society, politics, economy, international, crimes, investigations,
sports, entertainment, technology, and agricultural topics.
In 2022, TN led audience ratings in all months and positioned itself, once again, as the most
viewed cable signal of the year, outperforming its local and international competitors by a wide
difference. According to Kantar Ibope Media, the cumulative average rating during the year - from
Monday to Sunday from 7am to 12 am - was 2.16 points, slightly higher than the previous year's
measurement.
The channel stood out once again for its coverage. TN was the first Argentine channel to enter
Ukraine after the Russian invasion, first with Carolina Amoroso, and then with Nelson Castro.
During the first month in which they alternated their stay in Ukraine, TN worked alongside the
main international news channels, providing about 14 hours of live coverage daily and with rating
peaks of around 7 points. The channel was also the only media outlet of Argentina to reach the
trenches.
Other highlights were the coverage of the FIFA World Cup and of the celebrations when Argentina
won the Cup. Said coverage was carried out through a simultaneous broadcast with eltrece,
garnered over 20 points of rating, and was the most consumed content across all TV.
Besides the special coverages, millions of Argentines chose to watch the company's newscasts
and programs throughout the year to learn about what is happening in the country and in the
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world. TN is the signal with the largest number of international correspondents and outside
broadcast units in the Argentine territory.
On the other hand, TN's website remained among the leading news sites in Argentina. According
to Comscore, TN's website consolidated its position in the fourth place among the most visited
news sites.
In addition, TN was the most chosen signal for streaming news and its YouTube channel
exceeded 2 million subscribers. Its social media community consolidated itself as the largest of a
Latin American medium. On Instagram, it reached a record high of 5.1 million followers and on
Tik Tok it has more than 2 million.
In a year marked by a wide range of journalistic topics and a huge volume of political opinion,
Todo Noticias expanded its leadership without modifying the DNA that identifies the signal:
Professionalism, a huge display of production, coverage, ongoing live broadcast, engagement
with the audience and analysis.
Ciudad Magazine, also owned by Artear, is another cable signal that arose from the merger of
two leading media in show business, Magazine and Ciudad.com. This merger leveraged the best
of each and their potential, to provide the audience with broader news coverage, more
entertainment and better connection.
Quiero, the Spanish language music signal, is also owned by Artear. A leader in its category, it
offers varied programming comprising national and Latin-American rock, hip hop, reggaeton,
alternative music, pop, and melodic music, among others.
Artear also produces Canal (á), a 24/7 signal focused on culture. A channel that gathers all genres
linked to art and culture under the premise of a plural approach. A signal with an avant-garde look
and feel that set a trend among its peers.
The signal Volver preserves Argentine television history and owns the largest national film library.
The programs broadcast by Volver are recognized by the public as genuine manifestations of “the
best of our culture”.
Cucinare is the local signal for gastronomy lovers. A place where cooking enthusiasts can find
easy recipes and sophisticated dishes, with the premise of rigor when it comes to their
preparation. A 100% digital brand in its origin which grew until achieving a 360° format with
presence on television and off-line.
América Sports is the sports signal that offers 24 hours of passion covering all sports. With a
special focus on motor racing, turf, hunting, fishing, kitesurf, and extreme and non-conventional
sports in general.
In the digital field, 2022 was a year of great evolution in terms of innovation and collaboration with
the different platforms with which Artear signed agreements for the distribution of its content. In
addition, Artear focused on analyzing the data gathered to better position its contents in each of
those platforms.
eltrece decided to make posts in social media in line with the contents broadcast in tv, confirming
its leadership in this medium, while during the second half of the year it sustained its growth,
largely leading the websites of broadcast channels.
Ciudad Magazine incorporated new talent and, with a solid strategy focused on web content and
social media, consolidated itself as the leading brand in Argentine entertainment, according to
ComScore rankings.
Artear is no longer just a broadcaster, it has become a content generator for multiple distribution
platforms. Thus, Artear was forced to invest in more and better technology. Among the most
20
important technical investments were robotic cameras for TN, the incorporation of virtual sets,
and augmented reality.
Artear is the controlling company of Canal 12 of Córdoba, which invests heavily in journalistic and
entertainment content, with solid audience shares and a good outlook.
Artear also holds an equity interest in Pol-ka, which during 2022 continued with the operational
restructuring planned in previous years. During the year, Pol-ka produced 125 episodes of
"Argentina, Tierra de amor y venganza II" for Artear. Additionally, it completed and delivered the
series "María Marta, el crimen del country" for Warner. It also filmed an 8-episode mini-series:
"Protectores II" for Buena Vista International. Finally, Pol-ka began filming the 10-episode mini-
series "Chaira" for the same customer.
IESA
Inversora de Eventos S.A. continued to exploit the sports audiovisual content generation business
through its subsidiaries Tele Red Imagen S.A. (owner of 50% of the signal TyC Sports), and
Carburando S.A.U. The latter is engaged in the motor racing business in Argentina, producing
multi-platform audiovisual content. In addition, Inversora de Eventos (IESA) owns 25% of the
shares of Canal Rural, a local cable signal that produces audiovisual content related to the
agricultural sector.
On March 31, 2022, Inversora de Eventos S.A. sold, transferred, and assigned its equity interest
in Auto Sports S.A. to Tango Sports Team S.R.L. Also, on the same date, Inversora de Eventos
S.A. acquired all the shares of Carburando S.A.U, thus becoming the owner of 100% of that
company's capital stock and voting rights.
Mitre
Radio Mitre S.A. provides sound broadcasting services through Mitre AM 790 (amplitude
modulation), La 100 (99.9) (frequency modulation) in the city of Buenos Aires, and Mitre AM 810
and FM 102.9 in the province of Córdoba.
Mitre AM 790 focuses its programming on strong journalistic productions supported by the high
credibility and professionalism of its team. The morning slot begins with "Alguien tiene que
decirlo", hosted by Eduardo Feinmann, María Isabel Sánchez, Rollo Villar, Leandro Buonsante,
and Alberto Cormillot, among others. The program led audience ratings throughout the year,
ending December with almost 45 percentage points of share.
After that show, Radio Mitre airs Lanata sin Filtro from 10 AM to 2 PM, hosted by Jorge Lanata
and a team of specialists, which led audience shares with 40 points. The program can also be
watched in high definition at radiomitre.cienradios.com. In addition, Encendidos en la tarde,
hosted from 2 pm to 4 pm by María Isabel Sánchez and Rolo Villar, is a fun afternoon show that
combines information, humor, and interviews. The show also leads its time slot.
From 4 pm to 5 pm, Diego Leuco and his team host Diego a la tarde, a magazine that combines
information, humor, interviews, and even concerts. The program remained a leader in its time slot
throughout the year, with around 35 audience share points.
From 5 pm to 7 pm, Alfredo Leuco hosts Le doy mi palabra. His editorials are very popular and
achieve high audience levels of around 35 points.
From 7 to 8 pm, Radio Mitre made a change in its programming. Pablo Rossi and Laura Di Marco
were replaced by Eleonora Cole and Tato Young, who host "Volviendo a Casa".
21
The evening slot starts at 8 pm with Jorge Fernández Díaz hosting Pensándolo Bien. At 10 pm,
Gabriel Levinas and Adriana Verón host "El Conde del Once", a program that features captivating
accounts and stories. Finally, at midnight, Gabriel Anello and his team host the sports program
Super Mitre Deportivo.
During weekends, Mitre has different proposals. On Saturdays from 7 to 10 am Marcelo Bonelli
hosts Sábado Tempranísimo, with more than 30 years on the air, with audience levels of more
than 40 points. From 10 am to 12 pm Magdalena Ruiz Guinazu along with Nicolas and Miguel
Winazki hosted Magdalena y la Noticia más Deseada, a summary of the most relevant news of
the week. Sadly, Magdalena Ruíz Guiñazú passed away and her program is now hosted by
Messrs. Wiñazki. At noon, also exceeding 40 points, Polino Auténtico proposes a fun approach
to the most important show business news.
On the other hand, Mitre Informa Primero is still the most awarded radio news service of
Argentina.
La 100 closed the year 2022 leading audience shares, with almost 20 points, which was a record
high. Its programming combines famous artists and a mix of music and innovative content. During
the year, Santiago del Moro led morning audience ratings, from 6 AM to 10 AM, with El Club del
Moro, a program co-hosted by Maju Lozano. The program reached an unprecedented audience
rating of nearly 29 points. Guido Kaczka and Claudia Fontán host No está todo dicho, from 10
AM to 2 PM. The program consolidated its position in its slot and had months with more than 20
points, doubling its closest competitor. In 2020, Mariano Peluffo and Julieta Prandi host Sarasa
in La 100, from 2 PM to 5 PM, a casual radio magazine. The program reached over 18 points for
several months, leading the segment. Then, Sergio Lapegüe hosts Atardecer de un día agitado.
From 8 pm to 12 am, the program Románticos remains the leader in its slot. On Saturday
mornings, Guillermo López hosts "Todo queda en casa", with Alejandra Salas and Santiago
Calzaroto. The program has a good dose of humor, entertainment, and general news, combined
with music, contests, and interviews with show business celebrities. Mariano Peluffo hosts Abierto
los domingos from 10 am to 2 pm.
Mitre 810 of the province of Córdoba remained the second most listened radio station in that
province, with a permanent staff in the city and a news service of its own, called Mitre Informa
Primero. It develops a comprehensive coverage of news in Córdoba, Argentina and worldwide.
The most prominent hosts are Jorge “Petete” Martínez (Monday to Friday from 6am to 11am),
Laura Gonzalez with her program Mediodía, and Omar Pereyra with Siesta Animal. From Monday
to Friday from 8 pm to 12 am Juan Alberto Mateyko hosts La movida de la noche, a classic in
Córdoba.
Cienradios maintains its position with the most important radio and online content menu in Latin
America, with a great diversity of radios, videos, special reports, shows, contests, and premium
sound quality. Cienradios is the largest music portal and recommender of the region and the first
one in Argentina, with almost 30 million unique browsers by the end of 2022.
4.2.3. OTHER
Services
Gestión Compartida is a company engaged in providing comprehensive solutions to meet the
management and operational needs of companies, which allows its customers to focus their
efforts on the activities that represent their core business. Each area has professional and
technological resources and operates in Argentina and several countries of South America, with
a working team of more than 550 professionals.
Today, GC Gestión Compartida serves over 100 companies from different industries, size, and
origin.
22
Also during the year, commercial alliances were executed with important companies and
consulting firms that will allow to accelerate regional expansion and offer high quality solutions.
During 2022, GC Gestión Compartida focused on meeting a set of goals concerning digital
transformation, accelerated growth, and the engagement of international customers.
One of the highlights was the consolidation of RISKO, Gestión Compartida’s insurance brand.
Fairs and Exhibitions
Exponenciar S.A. has among its main activities the organization of Expoagro. The fair has been
held once a year in the City of San Nicolás at a fixed location for 15 years.
In 2022, EXPOAGRO held YPF Agro from March 8 to 11. After two years without in-person
activities due to the pandemic, it brought together over 600 exhibitors from the agribusiness
sector. With more than 100,000 visitors and US$ 1,500 million in business volume, the 2022
edition was a record-high of the most important open-air exhibition in the region.
In March 2021, Exponenciar launched Expoagro’s virtual platform “digital.expoagro.com.ar” with
free access that links the agricultural industry throughout the year providing information, tools,
and business networking for better decision-making. The portal consolidates itself as a social
network that is an ongoing source of consultation for producers, contractors, advisors, and
technicians of the agricultural industry who inform themselves, learn about climate news, obtain
advise and training through webinars organized by technicians. The site offers streaming and live
broadcasts of trainings and events.
Additionally, Exponenciar organized three livestock events in 2022. The first one was the 8th World
Braford Congress "Mundialmente Braford" held between May 25 and June 5. The second event
was the National Breeds Exhibition "The Future of Livestock is in the North” held from June 13 to
16 at Sociedad Rural in Corrientes. Lastly, from September 21 to 23, the 43rd National Angus
Spring Exhibition, 22nd Angus Calf Exhibition, and 85th Angus Controlled Purebred Cattle Circuit
Exhibition were held at Sociedad Rural in Olavarría.
On the other hand, Exponenciar also organized the 16th edition of Caminos y Sabores, held at La
Rural from July 7 to 10, which was resumed after the pandemic. This event generated more than
$ 700 million in business volume, with the record participation of 18 provinces, and more than
100,000 visitors enjoyed the 450 producers and 40 chefs who performed the step-by-step
preparation of more than 100 dishes live.
4.3. AWARDS AND RECOGNITIONS
During 2022, Grupo Clarín and its media continued to be among the country's most award-
winning media in their respective categories. These awards include:
Clarín
➢ Exponenciar won 5 Eikon Awards for Excellence in Institutional Communication in the
categories "General Institutional Communication Campaign," "Institutional Advertising,"
"Television Advertising," "Issues Management," and "Cultural Sponsorship."
➢ ADEPA Awards in the categories "Freedom of the Press," "Economy," "Sports," "Multimedia
Coverage," "Infographics and Visual Journalism," and "Coverage of the War in Ukraine."
➢ Award from the Inter-American Press Association (SIP) to the Best Infographic for the
production "How Far is Qatar from Argentina?"
➢ First Prize given by the World Association of News Publishers in the category "Best Audience
Engagement" for the special production "Letters from the Islands."
➢ Journalism Award given by UBA for a special report from the journalist Roxana Badaloni.
➢ DAIA Award to Communication to the supplement Valores Religiosos.
➢ Clarín was recognized by Sociedad Rural for its booth at Exposición Rural.
23
Olé
➢
➢ Honorable Mention from the Inter-American Press Association for the interview with Lionel
Interactive Media Awards 2021 in the Sports category.
Messi celebrating Olé's 25th anniversary.
➢ Diente de Bronce Award given by Círculo de Creativos de Argentina to the advertising spot
"Candidatos".
La Voz del Interior
➢ 2 awards and 1 special mention from ADEPA. Juan Carlos Carranza won the first prize for
his journalistic coverage of COVID-19 in the article "Taking care of those who died from
COVID-19 in Córdoba, the painful job that goes unnoticed"; Juan Manuel Mocoroa won the
first prize in the category Social Solidarity for "Mandatory Vaccines, Small Pushes, and State
Action"; and Mariana Otero received the first mention in the category Texts for the article "In
vulnerable sectors, virtuality is replaced by photocopies".
➢ 1 mention in the category Texts of the UBA Awards.
➢ 2 Eikon Awards.
➢ Digital Media Awards Latam 2022 from WAN-IFRA in the category "Best Sponsored or
Branded Content Campaign".
Los Andes
➢ Award to the correspondent of La Voz, Los Andes, and Vía País, Carolina Ramos, for her
work in the Argentine Congress. She was recognized in the category "Coverage for Media
from the Interior" at the "Parliamentary Awards".
eltrece
➢ 12 Martín Fierro Awards. Among them, the following stand out: Best Fiction, Best Male
Host, Best Actor and Actress in a Leading Role in Fiction, Best Male Journalistic Work,
Best Female Host, and Best Entertainment Game.
Todo Noticias (TN)
➢ Award from the World Media Congress for TN's coverage of the pandemic.
➢ 2 distinctions at the New York Festivals.
➢ 3 international distinctions at the 2022 W3 Awards.
➢ FOPEA award in the category in-depth journalism for the documentary "Darién, la selva del
infierno" (Darien, the jungle of hell).
➢ Martín Fierro de Cable in the categories best news service.
➢ University of Buenos Aires (UBA) Award for providing quality educational information.
➢ EPPY Awards given by the prestigious North American publication Editor & Publisher. Gold
Award to TN's website in the category "Web Functionality" and a Silver Award for the structure
and navigation of the site.
➢ Special mention in the ADEPA awards in the category "Malvinas".
Radio Mitre
Radio Mitre received a distinction from the Legislature of Mendoza for Cintia Vargas, Director of
Radio Mitre Mendoza, as one of the outstanding women of the province.
5. FINANCIAL POSITION AND RESULTS OF ITS OPERATIONS
Total Revenues reached $ 73,590 million in 2022, a decrease of 5.9% from $ 78,208 million in
2021. Advertising revenues decreased by 7.1% in real terms, mainly due to lower revenues in
real terms in the second half of the year, as inflation accelerated. Circulation sales increased by
3.2% in real terms, mainly due to higher revenues from school textbooks, as school activity
returned to normal after two years under the Covid-19 pandemic in 1Q22; higher book circulation
revenues with the return of the International Book Fair and normalization of commercial activity;
and higher Paywall revenues; partially offset by lower traditional circulation revenues, in line with
24
the industry trends. Additionally, Television Signals Sales decreased by 10.6%, mainly related to
Pay-TV operators being unable to raise prices for their services in line with inflation, which
consequently lowers revenues for content producers, and Other Sales decreased by 26.4%
mainly due to un-consolidation of the car races operations from 2Q22 after the sale of the
subsidiary Auto Sports S.A.
Cost of sales (Excluding Depreciation and Amortization) reached $ 43,671 million in 2022, a
decrease of 0.5% from $ 43,907 million reported in 2021 due to due to lower costs, mainly related
to the un-consolidation of the car races operations from 2Q22 after the sale of the subsidiary Auto
Sports S.A., lower salaries, and savings in satellite costs in US dollars as a result of the
renegotiation of contracts; partially offset by higher costs related to the coverage of the FIFA
World Cup and higher costs in the Digital and Printed Publications segment related to the increase
in books sales.
Selling and Administrative Expenses (Excluding Depreciation and Amortization) reached $ 20,107
million in 2022, a decrease of 9.2% from $ 22,146 million in 2021. This drop was mainly due to
lower distribution costs, advertising and promotion costs and salaries and severance payments.
Adjusted EBITDA reached $ 9,812 million in 2022, a decrease of 19.3% from $ 12,155 million
reported for 2021, driven by lower EBITDA in the Broadcasting and Programming segment as a
result of the decrease in advertising and programming revenues.
Financial results net totaled a loss of $ 7,169 million in 2022 compared to a loss of $ 5,206 million
in 2021. The increase of the negative financial results was mainly due to the increase of the loss
on net monetary position.
Equity in earnings from associates in 2022 totaled a gain of $ 437 million, compared to $ 872
million in 2021.
Other Income and expenses, net reached a loss of $ 138 million in 2022, compared to a gain of
$ 24 million in 2021 (see Note 6.6 to the Financial Statements).
Income tax as of 2022 reached a loss of $ 1,292 million in 2022, from $ 2,338 million in 2021.
Loss for the year 2022 totaled $ 1,372 million, a decrease of 166.2% from the gain of $ 2,074
million reported in 2021. Loss attributable to Shareholders of the Parent Company amounted $
1.372 million in 2022, a decrease of 167,8% from the gain of $ 2,024 million in 2021.
Cash used in acquisitions of property, plant and equipment (CAPEX) totaled $ 2,530 million in
2022, an increase of 34.5% from $ 1,880 million reported in 2021. Out of total CAPEX for 2022,
87.7% was allocated towards the Broadcasting and Programming segment, 9.5% to the Print and
Digital Publications segment and the remaining 2.8% to other activities.
Debt profile (1): Debt coverage ratio for the year ended December 31, 2022 was 0.43 and the Net
Debt (2) at the end of this year totaled $ 4,246 million (negative).
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 15 to the Consolidated
Financial Statements.
(1) Debt Coverage Ratio is defined as Total Financial Debt divided by Adjusted EBITDA. Total Financial debt is defined as
financial loans and debt for acquisitions, including accrued interest.
(2) Net Debt is defined as Total Financial Debt less Cash and Cash Equivalents.
25
6. 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 composed of
ten permanent directors and ten alternate directors who are elected at the Ordinary and Special
Shareholders' Meeting of Class A, A and B (acting as a single class) and C 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
As appointed at the Annual Ordinary and Special General Shareholders’ Meetings held on April
18, 2022, and at the Ordinary Special Meeting of Class A and C shares held on December 23,
2022, the Board of Directors of Grupo Clarín is composed of the following members:
Rendo, Jorge Carlos
Aranda, Héctor Mario
Aranda, Alma Rocío
Noble Herrera, Felipe
Chair
Vice Chair
Permanent Director
Permanent Director
Magnetto, Horacio Ezequiel
Permanent Director
Pagliaro, Francisco
Martin Gonzalo Etchevers
Alberto César José Menzani1
Riportella, Andrés Gabriel1
Quiros, Horacio Eduardo
Colugio, Patricia Miriam
Acevedo, Francisco Iván
Permanent Director
Permanent Director
Permanent Director
Permanent Director
Permanent Director
Alternate Director
Alternate Director
Verónica Alejandra Beratz
Alternate Director
Sosa Mendoza, Eugenio Eduardo Alternate Director
Boncagni, Marcelo Fernando
Rebay, Carlos1
Fernández, Luis Germán1
Puente Solari, Lucas
Alternate Director
Alternate Director
Alternate Director
Alternate Director
Kahrs, Alfredo Enrique
Marina, Alberto Pedro
Alternate Director
Alternate Director
1Independent Director
Grupo Clarín also has a Supervisory Committee composed of 3 permanent members and 3
alternate members, who are also appointed on an annual basis at the Ordinary Shareholders’
Meeting and at the Special Shareholders’ Meeting of Class A, Class A and B Shares (acting as a
single class), and Class C shares. 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.
26
Supervisory Committee
The Company's Supervisory Committee is composed of the following members, appointed at the
Annual Ordinary Shareholders' Meeting and Special Meeting per Class of Shares, held on April
18, 2022:
Permanent Member of the Supervisory Committee
Piano, Adriana Estela
Di Candia, Carlos Alberto Pedro
López, Hugo Ernesto
Tedín, Silvia Andrea
Mazzei, Miguel Angel
Alternate Member of the Supervisory Committee
De la María Martínez de Hoz, Jorge J.J Alternate Member of the Supervisory Committee
Alternate Member of the Supervisory Committee
Permanent Member of the Supervisory Committee
Permanent Member of the Supervisory Committee
Audit Committee
Alberto César José Menzani
Riportella, Andrés Gabriel
Aranda, Héctor Mario
Acevedo, Francisco Iván
Rebay, Carlos
Fernández, Luis Germán
Chair
Vice Chair
Permanent Member
Alternate Member
Alternate Member
Alternate Member
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
competence, 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
The compensation of the members of the Board of Directors is set at the Shareholders' Meeting
after the closing of each fiscal year, considering the cap established by Article 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 18 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 regularly contribute 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 is
added to the fund raised by the employees. Under certain conditions, employees can access such
fund upon retirement or upon termination of their employment relationship with Grupo Clarín. This
27
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 different positions within the company, as well as the performance of the employee that
holds the position. In order to assess positions and compare salaries in different markets, the
Company 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 18, 2022. On this occasion,
the shareholders reviewed and approved the accounting records for fiscal year No. 23 ended
December 31, 2021 and the performance and compensation of the members of the Board of
Directors and of the members of the Supervisory Committee. Among other things, the Special
Shareholders’ Meetings of Class A, Class A and B (acting as a single class), and Class C
appointed the permanent and alternate members of the Board of Directors and of the Supervisory
Committee for fiscal year 2022. On December 23, 2022, the shareholders held the Ordinary and
Extraordinary Meetings of Class A and C, at which they decided on the new composition of the
Board of Directors, appointing Mrs. Verónica Alejandra Beratz as Alternate Director by Class A
shares, and Mr. Martín Gonzalo Etchevers, as Permanent Director by Class C shares, both
effective as of January 1, 2023, and the distribution of offices of the Board of Directors approved
on the same date.
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 to the aforementioned, and in conformity with Resolution No. 707/2019 issued by the
Argentine Securities Commission, the Company prepared the Report on the Code of Corporate
Governance in accordance with Exhibit III, Title IV of Chapter I, Section I of the Rules, which is
attached as an exhibit to this Annual Report.
28
7. SUSTAINABILITY
7.1. SUSTAINABILITY STRATEGY
Grupo Clarín seeks to fulfill and consolidate the citizens’ right to information, with a
comprehensive journalistic and entertainment offering, based on accuracy, credibility, freedom of
expression, and interaction with the audience. Since its foundation, Grupo Clarín has undertaken
the commitment to work responsibly to contribute to the sustainable development of the country,
creating value from its role as a media company.
As part of this commitment, its strategy proposes the following management pillars to integrate
sustainability into the daily actions of all business units (BU) and areas of the Group and have a
positive impact on the development of society: Creation of responsible content, sustainable
management in all business units, transparent communication, and promotion of diversity.
In 2022, Grupo Clarín was included in the Sustainability Index of BYMA (Bolsas y Mercados
Argentinos). This non-commercial Index assesses the performance of issuers in four pillars:
environment, social, corporate governance, and development (contribution to the SDGs). It is
composed of 20 listed companies that stand out for their sustainability practices.
7.2. VALUE CREATION MODEL AND FRAMEWORK OF THE INTEGRATED REPORT
The following infographic shows Grupo Clarín’s value creation model created in accordance with
The International Framework of the Value Reporting Foundation.
This integrated reporting framework establishes the six capitals approach based on which the
organization can create value over the short, medium, and long term. These capitals are:
Financial, Manufactured, Intellectual, Human, Social and Relationship, and Natural. The value
creation model shows how, through the managed assets and inputs, activities, and topics, value
is created, preserved or eroded for the stakeholders with whom the company interacts. It also
presents the relationship with and contribution to the United Nations Sustainable Development
Goals (SDGs).
MODEL FOR THE CREATION, PRESERVATION OR EROSION OF VALUE OVER THE LONG TERM
Capitals of the Integrated Reporting Framework
Financial
Manufacture
d
Intellectual
Human
Social and
Relationship
Natural
Value
Creation
Process
Inputs
Assets and
inputs of the
organization
Equity capital.
Investments.
Net Income
from Prior
Years.
Activities
Revenues.
Costs.
Printing plants:
Zepita in
Capital Federal
(35,000 m2)
and AGL in
Santa Fe
(3,000 m2).
Presence in 13
provinces of the
country.
Television
studios.
Multiplatform
Content Center.
Cúspide’s
warehouse
(3,200 m2).
Printing at
plants.
Brand credibility.
Editorial
Independence
Content quality.
Ethical
Standards and
Editorial
Guidelines.
Freedom of
Expression.
Innovation,
convergence,
and technology.
Role of the
gender editor.
Professionals,
journalists, and
correspondents
.
Employer
brand.
Self-
management
platform.
Committees:
Diversity;
Wages and
contributions.
Benefits;
Hygiene and
Safety; Social
Observatory.
Sustainability
Strategy.
Fundación
Noble.
Private social
investment
strategy.
Suppliers.
Alliances with
civil society
organizations.
Readers and
audience.
Customer
benefit
programs.
Clarín’s
Environmental
Management
System.
Production
Inputs and
office supplies.
Water.
Fuels and
electrical
energy.
Creation and
dissemination of
responsible
Diverse and
Inclusive
Content.
Responsible
Advertising.
Energy
Efficiency.
29
Investments in
new
businesses.
Ethics and
transparency.
Journalistic
Independence
and Freedom
of Expression.
Management
of the most
relevant
topics to the
business and
to
stakeholders
Reference:
Material
Topics under
the
Materiality
Assessment
Production and
distribution of
books.
Transmission of
broadcast
television
channels and
radio.
Boost to digital
subscriptions.
Opening of new
branches,
offices and
franchises.
Logistics
services.
content
(journalism,
fiction, and
entertainment).
Editorial
Innovation and
Digital
Transformation.
Protection of
Intellectual
Property.
Protection of
Data.
Accessibility of
Content and
Protection of the
Audience.
Journalistic
Investigation.
Creation of
Value
2022 Results
and
performance
$ 73,589.9
million in net
revenues.
$ 9,812 million
in adjusted
EBITDA
$ 3,499.1
million in total
financial debt.
Inclusion in
the BYMA
Sustainability
Index.
+500,000
digital
subscriptions of
Clarín, 20,000
since the
launch of the
newspaper Los
Andes, and
85,117 of the
newspaper La
Voz del Interior.
30,348 hours of
entertainment.
2,161 hours of
fiction.
27,237 hours of
news.
Content created
together with our
audiences.
Promotion of
freedom of
expression.
Contribution to
public debate.
Training
programs.
Awards: ADEPA,
FOPEA, Eikon,
UBA, Martín
Fierro, Digital
Media Awards,
SIP, Interactive
Media Awards,
World Media
Congress, EPPY
Awards, New
York Festivals.
Reduction of
Emissions.
Efficient Use of
Materials and
Resources and
Waste
Management.
Promotion of
Environmental
Care.
Paper recovery
and recycling
process.
Emissions of
16,589.3 tons
of CO2
equivalent
(scope 1 and
2).
57.21
megaliters of
discharges.
Generation of
Employment.
Employee
Safety and
Welfare.
Diversity,
Inclusion, and
Non-
Discrimination.
Training and
Career
Development.
Respect for
Human Rights.
Creativity and
Talent
Engagement.
Benefit
Program.
Internal
Opinion Survey
Management of
employee
health and
safety.
4,555
employees.
83,585 hours of
training.
42% of the
Corporate
Areas
employees are
women.
Interaction with
the Audience.
Contribution to
the Community.
Promotion of
Public Debate
and Civic
Involvement.
Responsible
Value Chain.
Accountability.
Media Literacy.
Dissemination
of public service
ads campaigns.
Contribution to
Education and
Culture.
Actions in
alliances with
CSOs.
Customer and
audience loyalty
initiatives.
Awareness
Campaigns.
Members of the
Latin American
Information
Alliance (ILA).
568,632
teachers trained
with the
program “Los
Medios de
Comunicación
en la
Educación”
delivered by
Fundación
Noble since the
launch of the
program.
2,867 active
suppliers.
100% suppliers
committed to
sustainability.
Contribution
Leadership in the Argentine media industry.
Contribution to the Sustainable Development Goals – 2030 UN Agenda:
7.3. INDEPENDENCE, TRANSPARENCY, AND INTERNATIONAL GUIDELINES
Journalistic independence is crucial to guarantee freedom of expression and promote the
strengthening of Argentine democracy. It is at the core of Grupo Clarín and is undertaken as a
responsibility to exercise and guarantee rights. It is a necessary condition to ensure the
excellence and sustainability of the organization.
30
In this sense, the Group implements a series of measures to ensure unconditioned news
reporting. First, Grupo Clarín has a diversity of revenue sources. Furthermore, the administrative
and editorial functions are conducted separately to avoid conflicts of interest in the creation of
content. In newspaper articles, a clear distinction is made between advertising and editorial
content. For example, on the Clarin.com homepage, there is a section called Brand Studio, and
on TN, the articles that are part of commercial actions are tagged "Brand News Team." In addition,
commercial sponsors are tagged on social media posts. The hashtag #BrandNews is used on
Twitter, TikTok, and YouTube to explicitly indicate that it is commercial content. In this way, the
reader can easily see that it is a paid collaboration.
The Group has been listed on the Buenos Aires and London Stock Exchanges for 14 years. This
drives the Group to continuously focus on transparency in economic, social, environmental,
corporate, and governance reporting. In addition to presenting the Annual Report and Financial
Statements every year, which includes the Code of Corporate Governance required by the
Argentine Securities Commission (CNV), the Group began publishing an Annual Sustainability
Report in 2015, being the only journalistic company in Argentina to do so. In line with this
commitment and following the best global accountability practices, as of last year, both documents
were integrated into a single publication called the "Integrated Annual Report."
The Group follows various international guidelines that allow it to systematize its economic, social,
environmental, and governance performance, and to transparently and accurately show its
contribution to sustainable development:
a. The International Framework of the Value Reporting Foundation for the preparation of
its Integrated Annual Report.
b. Global Reporting Initiative (GRI) Standards.
c.
It presents its contribution to the fulfillment of the United Nations Sustainable Development
Goals (SDGs).
d. The Company has remained committed to the United Nations Global Compact and reports
on the progress made concerning the fulfillment of the 10 guiding principles on human rights,
labor rights, the environment, and anti-corruption practices.
e. The Company adopts the principles and guidelines established by the ISO 26000:2010
International Social Responsibility Standard.
Taking into account the best market practices and international guidelines requirements, in 2022,
the Company reviewed its Materiality Assessment. To this end, an internal assessment was
developed to understand the company's main impacts on the economy, the environment, and
people, and a consultation was conducted with stakeholders to prioritize sustainability topics for
the Group. The results of this assessment allowed us to obtain feedback about our sustainable
business management and guide our reporting on material topics.
All the information is available on the websites of grupoclarin.com and of the CNV. Exhibit I to this
Integrated Annual Report includes the Report on Compliance with the Code of Corporate
Governance of Grupo Clarín S.A., and Exhibit II includes the GRI Content Index with a detail of
the Materiality Assessment performed and the relationship with the contribution to the Sustainable
Development Goals. The Company also makes available different channels for communication
and interaction with its stakeholders.
7.4. DIALOG AND ALLIANZES
Grupo Clarín participates in national and international dialog spaces and initiatives to promote
sustainable development and corporate transparency. These include: the Institute for Business
Development in Argentina (IDEA, for its Spanish acronym), Global Compact Argentina, Argentine
Business Council for Sustainable Development (CEADS, for its Spanish acronym), Argentine
Institute of CSR (IARSE, for its Spanish acronym), Network of Companies for Diversity of the Di
31
Tella University, Group of Foundations and Companies (GDFE, for its Spanish acronym), Network
of Companies against Child Labor of the Ministry of Labor, Employment and Social Security of
Argentina, Argentine Advertising Council (CPA, for its Spanish acronym).
This year, in partnership with the leading Spanish-language media groups in the world, Clarín
launched +MAS Audiences, an advertising platform in the North American market. Thus, it
partnered with El Comercio from Peru, Milenio/Multimedios from Mexico, El Tiempo from
Colombia, and Prisa from Spain to offer a transparent and quality programmatic solution to US
agencies and advertisers who want to communicate with their audiences in that country.
8. RESPONSIBLE CREATION AND DISTRIBUTION OF CONTENTS
8.1. ETHICS AND EDITORIAL GUIDELINES
Grupo Clarín's main journalistic values are embedded in its ethics manuals and guidelines:
Professionalism, accuracy in the pursuit of truth, impartiality, respect, independence, quality,
rigor, and responsibility.
They include the journalistic style manuals of Clarín, La Voz del Interior, and Radio Mitre; the web
content practices manual of Clarín and La Voz del Interior; the guide for journalistic work on social
networks in Clarín and La Voz del Interior; wording for outside broadcast units in La Voz del
Interior; and the decalogue of operation in Los Andes.
In addition, specific guidelines are put into practice to address content related to freedom of
expression; the pursuit of pluralism; information verification; preservation of the identity of
journalistic sources; protection of children and adolescents in the news context; safeguarding of
witnesses and whistleblowers; prohibition of explicit images of situations of violence and bullying;
prioritization of institutional order in social upheavals; and collaboration with the search for missing
persons and visibility of aid services, in compliance with the legislation.
To ensure freedom of expression, our media focus on seeking a diversity of perspectives and
approaches to enable audiences to generate their own hypotheses and conclusions, while also
ensuring content integrity.
Additionally, utmost care is taken with journalistic sources, respecting their privacy and conditions.
In terms of audiovisual content, various technical resources are used across all platforms if an
interviewee requires protection (such as blurring of image, voice distortion, defocusing during live
interviews, or with the interviewees’ back turned to the camera).
Measures are also taken to protect intellectual property and copyright. All content is protected
under the National Law on Intellectual Property. We register brands and indicate the content
sources, giving proper credit to the materials used. Additionally, we conduct constant monitoring
and, if we detect any violation of these rules by third parties, claims are brought by the legal firms
that represent the Group.
Furthermore, the newspapers Clarín, Los Andes, and La Voz del Interior, as well as the website
TN.com.ar, adhere to the Decalogue of the Argentine Press developed by the Association of
Argentine Journalistic Entities (ADEPA), and the Letter of Aspirations of the Inter-American Press
Association (SIP). The news director of La Voz del Interior chairs IAPA’s Committee on Freedom
of the Press and Information. During 2022, he participated in missions to the United States,
Guatemala, Panama, and Uruguay to promote public policies for freedom of expression and
actions for the protection of journalists and media outlets in the face of the advance of
authoritarianism.
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Additionally, Grupo Clarín participates in the following entities: Association of Argentine
Journalistic Entities (ADEPA, for its Spanish acronym), Inter-American Press Association (IAPA),
The World Association of Newspapers and News Publishers (WAN-INFRA), Argentine
Association of Television and Radio Broadcasters (ATA, for its Spanish acronym), Association of
Editors of Newspapers of the City of Buenos Aires (AEDBA, for its Spanish acronym), Association
of Newspapers of the Interior of the Argentine Republic (ADIRA, for its Spanish acronym),
Argentine Business Association (AEA, for its Spanish acronym), Association for International
Broadcasting (AIB), Chamber of Programmers and Producers of Audiovisual Signals (CAPPSA,
for its Spanish acronym), Institute for Business Development of Argentina (IDEA, for its Spanish
acronym), International News Media Association (INMA), Freedom House, Poder Ciudadano,
Círculo de Dircoms.
8.2. EDITORIAL INNOVATION AND DIGITAL TRANSFORMATION
During 2022, Grupo Clarín offered broad multi-platform coverage with innovative formats,
expanding the reach of digital audiences and training work teams in new tools.
Clarín is among the leading Spanish-language news sites and ranks among the exclusive group
of the 10 newspapers with the most digital subscribers in the world, including The New York
Times, Wall Street Journal, Washington Post, The Economist, The Guardian, Financial Times,
Nikkei, Bild, and Telegraph.
It offers a digital content proposal with constant updates in a variety of formats, including videos,
interactive infographics, and photo galleries. Following the achievement of a record number of
subscribers, Clarín reorganized its newsroom with a digital management team to oversee the
technical performance of the site, innovation, and improvements to the product and user
experience.
Throughout the year, through the section Especiales Clarín, the newspaper sought to develop in-
depth journalism on the web, such as the personal diary of an Argentine soldier fighting in eastern
Ukraine and "From soy to lithium, the most disruptive changes in the economy," among others.
These unique productions, created by professionals, include videos, interactive infographics,
audio, and image galleries, and in many cases, require data analysis and document research.
La Voz del Interior achieved a 20% growth in digital subscriptions (reaching 85,117), driven by a
strong boost in corporate subscriptions. It implemented Viafoura, a community management and
engagement software, which allows the audience to comment on articles and interact with
journalists. In addition, it developed a new social media strategy and consolidated the Digital
Communities team to enhance interaction with all audiences. La Voz del Interior's #MetelePata
campaign linked influencers, Voy de Viaje, and the Córdoba Tourism Agency, and was the winner
of the "Best Sponsored Campaign or Branded Content" category at the 2022 Digital Media
Awards Latam by Wan-Ifra, one of the most prestigious awards in the industry.
Los Andes deepened the "Digital First" formula in the operational adjustments of the newsroom,
that is, a prioritization of digital content. It strengthened the social media department and created
new functions to ensure exclusive content for subscribers. In addition, it provided training for
editors and journalists in SEO (Search Engine Optimization) and other methodologies focused on
increasing audiences. In November 2022, Los Andes was the best-positioned regional media in
Argentina according to Comscore's measurement: 7,910,000 unique users, and achieved
regional leadership in Facebook and Instagram, as well as in the production and viewing of videos
on YouTube.
TN continued to deepen the synergy between broadcast, the website, and social media. It
redesigned the entire site interface and developed new editorial formats such as long-form
33
content and optimization of live blogs, adding tools to be versatile in extensive news coverage,
updatable "minute by minute." The coverage of the invasion of Ukraine and the Qatar World Cup
were examples of this. TN also carried out specific training in new digital narratives, improving
modalities for writing, recording, and telling stories in a different way, in line with times of dizzying
dynamism and diverse consumption patterns.
TN also implemented a user registration system to deepen the understanding of its audience and
performed a full redesign of its iOS and Apple platforms. It also developed five newsletters for a
subscriber base of over 200,000, covering topics such as opinion pieces, crime, agriculture, cars,
and health, which encourage readers to visit the website.
TN also focused on audience engagement through multiple social media strategies: It reached 5
million followers on Instagram, consolidating its position as the leading news outlet in Argentina,
and was ranked second among Spanish-speaking media. On TikTok, TN's account reached 2
million followers and was ranked in the top 10 worldwide. The Reuters Institute for the Study of
Journalism report ranked TN seventh in video views among global news accounts, first in number
of followers in Argentina, and fourth in Latin America.
eltrece also consolidated the team dedicated to producing exclusive content for social media by
hiring talents, influencers, community managers, and visual editors. eltrecetv.com was the most
visited TV channel site in Argentina in 2022. Additionally, eltrece launched a channel on Twitch,
an exclusive program with commercial sales. eltrece YouTube reached 12 million subscribers,
becoming the broadcast television channel with the most subscribers in Argentina and the region.
In turn, the site cucinare.tv positioned itself as the reference media outlet for Argentine
gastronomy.
eldoce intensified its digital efforts by strengthening its web digital editorial team and multimedia
producers and focusing on producing exclusive content for digital platforms (YouTube and
Instagram). Additionally, three daily local programs (a magazine and two newscasts) were added
to the YouTube channel.
TyC Sports worked on an investment and development plan for new content, with live TV
productions of "streaming" quality. It also completed the implementation of the use of QR codes
to offer relevant live broadcast content and redirect users to TyC Sports Play. Additionally, TyC
Sports worked on optimizing the OTT content hours traffic and integrated the FIFA SDK1 package
for the Qatar 2022 World Cup.
Radio Mitre’s websites were migrated to the ARC platform, modernizing the content offerings of
all brands and streamlining site navigation. It continued with the live broadcasts through social
media, promoting Instagram Live where the audience could interact with the radio hosts.
La 100 deepened its subscriber model and strengthened the YouTube Channel with exclusive
content. An example of this was the YouTube Shorts campaign to adapt to the platform's new
trends; "Qatarsis," the special YouTube section focused on creating content related to the World
Cup; and the relaunch of La 100 News in a more immediate and accessible format, designed for
YouTube Shorts and Instagram Reels.
8.3. OUTSTANDING INVESTIGATIONS AND CONTENT
With the Russian invasion of Ukraine in late February 2022, the Group's journalists and media
outlets began a historic coverage of the war with correspondents sent to Kiev and other cities in
conflict throughout the year. Clarín correspondent Pablo Vaca described the bleak situation of
women, children, and elderly people trying to cross to neighboring Poland every day. And during
1 Software Development Kit.
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the holiday season, the TN team led by Nelson Castro returned to Ukraine to show the horror of
the war and the Kremlin's bombings from the intimacy of a family's New Year's celebration in
Jerson.
In addition, TN traveled to the jungle on the border between Colombia and Panama to show the
odyssey of migrants. The team led by Carolina Amoroso walked with those who traverse that
hostile territory with the hope of reaching a better life. They did live broadcasts and produced a
documentary that was recognized by FOPEA.
In addition, "Pilares", produced by the newspaper Los Andes, was declared of "Provincial Interest"
by the Legislature of the Province of Mendoza. This proposal seeks to analyze material topics for
the sustainable growth of the region. Topics such as education, health, and productive matrix are
addressed with local and national experts.
At the end of the year, an unprecedented multi-platform coverage of the Qatar 2022 World Cup
was made. A total of 86 journalists from Clarín, Olé, La Voz del Interior, Los Andes, TN, eltrece,
eldoce, Radio Mitre, and TyC Sports made up the largest Argentine journalistic team in the history
of a World Cup. Every day they worked to provide the most comprehensive information on the
matches of the Argentine National Team and the other 31 teams.
Clarín and Olé presented specific sections on all their platforms (print, web, social media, and
app) with interviews, infographics, videos, and statistics on each of the teams, stadiums, and
cities where the matches were played. TN and eltrece made live broadcasts from Qatar for all
their newscasts. In addition, they produced special programs and TN.com.ar presented different
sections that addressed the competition not only from a sports perspective, but also from politics,
social interest, and humor. During Argentina's matches, Radio Mitre's programming had a strong
World Cup component with live reports from the match venues and specialized journalists in each
program. And TyC Sports broadcast all of Argentina's matches, 32 matches of other teams, and
24 hours of live programming with all the details of the tournament.
More than 5 million people flooded the streets of Buenos Aires to receive the Argentine National
Team, and throughout the country, another 40 million accompanied the champions through
Clarín, Olé, La Voz del Interior, Los Andes, TN, eltrece, eldoce, TyC Sports, and Radio Mitre.
Each medium, on its different platforms, achieved record audience levels. It was an editorial event
that set a record in Argentina.
8.4. INTERACTION WITH AUDIENCES AND READERS
With a long track record of engagement with its audiences and readers, the Group fosters spaces
for the participation of the audience that promote freedom of expression, respect for diversity, and
pluralism.
We interact with our audiences on a daily basis, be it through social media, live polls, emails,
letters from readers, or telephone calls. As the main or secondary source, we conduct a
verification process to avoid the dissemination of fake news.
With a strong commitment to the development of local content, Grupo Clarín seeks to give voice
to its communities through regional supplements, sites, broadcast TV channels, and radio stations
throughout the country. Clarín publishes regional supplements that offer content related to 30
locations in the surrounding areas of the City of Buenos Aires, focused on showing the identity
and local issues of each city. In addition, the Group has two of the most important regional
newspapers of Argentina, La Voz del Interior in the province of Córdoba, and Los Andes in the
province of Mendoza. It also has broadcast channels in Buenos Aires, Bahía Blanca, and
Córdoba. During 2022, a newscast called "Todo Córdoba" was launched, which includes a
network of correspondents in different cities of the province. In addition, TN offers nationwide
coverage and is present at significant events that take place in every province of Argentina.
35
The most important issues in all the communities of Argentina are reflected both by people
interviewed live and by the correspondents of Radio Mitre all over the country: Mitre Córdoba,
Mitre Mendoza, Mitre Santa Fe, Mitre Rosario, Mitre Mar del Plata, and hundreds of repeaters in
Argentina.
La Voz del Interior launched newsletters on specific topics, such as "Bicho de Ciudad" and
"Naturaleza al Microscopio", where subscribers can leave their comments on lavoz.com.ar below
the news pieces and interact with other members of the subscriber community. "Fíjate en La Voz"
was the institutional campaign that arose from observing how people living in Córdoba use this
phrase as a synonym for " if in doubt, check it out in La Voz del Interior".
The Company promoted, through TN.com.ar and social media, the generation of comments in
public interest news and then shared them in the different segments of the newscasts. When
reporting the news, the hosts mention the comments received, making it clear that those
comments were made by the audience. The most representative comments are highlighted
through specific tools and graphic support generated for that purpose.
eltrecetv.com incorporated a registration form for viewers who want to participate in the channel's
TV programs. In addition, active participation was encouraged through social media with polls,
video reactions to user-generated content on TikTok, and answers to comments, among other
dialog channels. eldoce continued with polls, comments on web articles, videos, and photos sent
by people through social media and the WhatsApp accounts assigned to the programs.
Radio Mitre continued to place great importance on the channels used to communicate with its
audience. Listeners have an active role throughout all stages of content production through social
media comments, on-air interaction via phone messages, institutional advertising campaigns,
polls, contests, giveaways, and face-to-face encounters with people when Radio Mitre broadcasts
live from a public place (for example, the Book Fair). In this way, Radio Mitre engages listeners,
which is highly valued by the audience and reflected in numbers.
The listeners of La 100 participated with direct inquiries to specialists and shared their stories and
solidarity campaigns through programs such as "Historias Compartidas" and "Atardecer
Solidario".
In 2022, the weekly newsletter "Nuestra palabra" from Grupo Clarín celebrated its 10th
anniversary, reaching a subscriber base of 20,000 and covering the main news related to the
company's media and businesses.
8.5. SOCIAL COVERAGE
During 2022, a year of great uncertainty due to the economic crisis and inflation, the Company
developed a broad approach to the concerns of Argentines.
Clarín continued with the quarterly CSR supplement covering social, environmental, economic
inclusion, and development issues. It also carried out an extensive coverage of the war in Ukraine
with daily chronicles and interviews with victims. Other noteworthy coverages included: The
conflict between neighbors and the Mapuche people in Bariloche; the victims of a massive
intoxication from poisoned drugs; the 50th anniversary of the Andes tragedy, with the voices of
the protagonists; the 10th anniversary of the Once tragedy; and the 40th anniversary of the
Malvinas War.
At the same time, the weekly section "Mundos Íntimos" invites the audience to be moved by small
and big everyday stories, portrayed in the first person by their protagonists. And the weekly
36
section "Contámelo otra vez" tells the audience about the present situation of the protagonists of
great stories and their anonymous heroes who still, over time, continue to move us.
La Voz del Interior created the section "Héroes y Heroínas", which highlights selfless contributions
to the community made by people in the Province of Córdoba.
TN provided extensive coverage across various programs, segments, social media, and
platforms. Daniel Malnatti showed cultural diversity and local realities from the inside. Among
other things, he visited Teatro Colón for 10 days, and spent time with a Muslim who lives in
Argentina to better understand their culture. Hosted by Paula Bernini, “El último rincón del país”
showed stories of Argentines living in the most hostile or complicated places of the country. Mario
Markic once again presented stories in his program "En el camino" about the diversity and
richness of our country. With "En busca de las maravillas ocultas de la Argentina", José Bianco
and his team in TN traveled to discover the lesser-known natural gems of the country.
eldoce accompanied various organizations, for example, by covering the election of the 10
Outstanding Young People organized by the Stock Exchange of Córdoba and the election of the
Caring Doctor held every year by the Council of Doctors of Córdoba.
TyC Sports, through the program "Jugando es Mejor" and other reports and spots, sought to
promote the importance of sports in the lives of children, adolescents, and women, social
inclusion, and collaborate in the prevention of social problems such as addiction, early
pregnancies, domestic violence, overweight, and obesity. These contents were broadcast both
on TV and on web and social media platforms.
Solidarity and aid to victims in crisis and emergency situations were also part of Radio Mitre's
agenda, communicating the events that occurred, disseminating donation points and aid,
consulting with experts on ways to prevent catastrophes, and formalizing alliances with social
organizations that provide help and support to people in emergency situations.
The program "Atardecer Solidario", hosted by Sergio Lapegüe, disseminated requests from
organizations, foundations, or groups that help those most in need. The program "Historias
compartidas" featured life stories shared by the audience with a message of overcoming and
teachings. Under this program, videos are shared twice a month on La 100's official social media
platforms. In the program “Derecho en Zapatillas”, renowned lawyer Sergio Mohadeb provides
tools to address legal issues and responds to inquiries from the audience. In "La Nutrición no es
Sarasa" the nutritionist Romina Pereiro shared advice and information for a healthier diet, and in
"Equilibrio Emocional," the psychologist Analía Tarasiewicz -a specialist in work-related issues, a
labor coach, and digital marketing consultant- provided recommendations to find balance
between work and personal life.
8.6. PROMOTION OF DIVERSITY
With the commitment to contribute to the eradication of inequalities between men and women and
create content with a gender perspective, in 2017, Grupo Clarín adhered to the Women's
Empowerment Principles. These principles were developed by UN Women and the United
Nations Global Compact to guide companies in promoting this issue.
To reinforce this commitment, the main media outlets of the Group adhered to the "The Step it
Up for Gender Equality Media Compact", also from UN Women. This initiative brings together a
broad coalition of media outlets from each region to promote strong initiatives in favor of women's
rights and gender equality that contribute to the Sustainable Development Goals.
37
Within this framework, the Group focuses on addressing news from a gender perspective,
increase the number of women as journalistic sources, and interview women leaders from
different sectors.
Among the initiatives developed, the role of gender editors stands out, providing guidelines for
addressing news from a gender perspective and avoiding the reproduction of stereotypes, as well
as handling inquiries. In 2019, Clarín became a pioneer in Latin America by appointing Mariana
Iglesias. Among her duties, she develops a weekly newsletter for subscribers called "En nuestras
palabras", which deals with gender, injustices, inequalities, and advances. Journalist Marina
Abiuso, the gender editor of the newsrooms of TN and eltrece, is the first person to have held that
position in an Argentine audiovisual medium and the second within Grupo Clarín. To mainstream
the human rights perspective, training is provided to journalistic teams.
During 2022, La Voz del Interior made progress with the Project 50-50 to achieve gender-equity
in content sources following UN Women's recommendations. For the sixth consecutive year, the
opinion section of La Voz del Interior included a column by Celeste Giacchetta, Gender Secretary
of the Citizen Participation Observatory of Córdoba, focused on various topics related to diversity.
Los Andes’ employees participated in training and seminars convened by ADEPA and the Group,
and efforts were made to ensure equity in the selection of interviewees and panelists for the
"Pilares" series on sustainable development in the region.
For International Women's Day, on March 8, the media outlets of the Group carried out a multi-
platform coverage with a gender perspective, focusing on the challenges that still exist to build a
more gender-equal society. TN sought to highlight women in leadership positions in the business
world, featuring three Argentine CEOs who pave the way for women in the corporate world.
Additionally, throughout the year, it featured women and their projects in various spheres. The
Group made an unprecedented coverage of the Qatar World Cup, featuring the host Dominique
Metzger and the head of Sports, Luana Viera.
On the other hand, eldoce highlighted the importance of the General Coordinator of Productions
and the Coordinator of Digital Content, to whom most of that company's journalistic staff report.
eldoce added female producers and hosts for three new programs.
Through its program "Jugando es Mejor", TyC Sports broadcast and published content with a
gender perspective to promote inclusion and diversity. In addition to having women panelists,
hosts, columnists, and producers, two women participated in the coverage of the Qatar 2022
World Cup. Training in diversity was delivered to managers and team leaders by the psychologist
and communication specialist Virginia García Beaudoux.
The podcast "Mujeres que inspiran", hosted by Julieta Prandi on radio La 100, featured the lives
and stories of women who overcame adversity and left a mark in culture and history. The goal
was to raise awareness about women's role in society and the importance of continuing to work
towards a more inclusive society.
We always disseminate information on all our platforms about the services available for people
needing help: 144 for victims of gender-based violence, 137 for cases of abuse and gender-based
violence. 141 for addictions, 135 for suicide prevention, 149 for victims of road accidents, among
others.
Coverages also emphasized respect for sexual diversity. Throughout the year and with the aim
of showing new family models, the stories of the section “Somos familia” in TN.com.ar continued
to contribute to spreading the struggles of sexual minorities for their rights, and the community
“Todes Nosotres” celebrated diversity and inclusion. On the other hand, eldoce made a special
report to commemorate the 10th anniversary of the Gender Identity Law. Additionally, exclusive
audiovisual content with a diversity and inclusion perspective continued to be produced on radio
38
La 100's official YouTube channel. For example, the special content regarding the LGBT+
struggle.
The company also contributed to strengthening the inclusion of people with disabilities from
different approaches, sharing positive and empowering stories, promoting inclusion, and
encouraging debate on topics such as autism in classrooms. We also disseminated complaints,
such as budget cuts and addressed taboo topics, such as sex. eldoce carried out a campaign in
partnership with Fundación Jean Maggi, which manufactures adapted bicycles.
8.7. CIVIC INVOLVEMENT AND PUBLIC DEBATE
Grupo Clarín seeks to promote civic involvement and public debate in its various journalistic
spaces. To this end, debates on various topics are held, covering institutional, economic, social,
educational, and health issues, among others.
In 2022, Clarín organized the fourth edition of "Democracia y Desarrollo" with the aim of
addressing challenges ranging from macroeconomic, institutional, educational, and infrastructure
issues to the challenges facing sectors with greater investment, export, and job creation capacity.
The aim was to take a medium to long-term perspective to contribute to the search for basic
consensus to aspire to a better future.
In this sense, seven meetings were held under the slogan "Engines for Argentine growth" with
the participation of 96 speakers. Among them were 16 governors from all political backgrounds,
providing a federal perspective that considered the different realities that exist in the country. At
those meetings, there were also national ministers, members of parliament, senators, business
leaders, academics, religious leaders, and representatives from the third sector. 2,800 people
attended the meetings, and 139,193 people followed and participated in the meetings through
Clarin.com, its YouTube channel, and TN.com.ar. Based on the results of this cycle, the book
"Democracia y Desarrollo 4" was published, edited by Clarín and Planeta. The book contains the
presentations and debates developed along seven months and aims to record these contributions
and transcend journalistic chronicles.
In addition, for the second consecutive year, Clarín organized the talks "El mundo que viene" held
between analysts, executives, researchers, private and public sector leaders, as well as social
sector representatives. These conversations covered topics such as the environment, inclusion,
artificial intelligence, e-commerce, healthy habits, and other concepts that companies must
incorporate and develop to meet the new demands of society. Furthermore, Alejandro
Borensztein's Sunday column of political humor sought to make traditional political analysis more
accessible to the audience.
On the other hand, "Cartas desde Malvinas" was a moving tribute paid by Clarín on the 40th
anniversary of the war in Malvinas. It was a meticulous work in which the original letters written
from Malvinas by Argentine soldiers and the testimony of their loved ones were transcribed and
sent by email to the subscribers and registered readers of Clarín.com. It was a 360-degree
campaign, with radio and television spots featuring the voice-over of actor Peter Lanzani, who
read some of these fragments written from the battlefield.
After a two-year hiatus due to the pandemic, the main actors in the agricultural sector met again
at Expoagro, the most important open-air agro-industrial exhibition in the southern hemisphere.
Organized by Exponenciar, a company owned by the newspapers Clarín and La Nación, the
exhibition serves as a great knowledge market, where visitors can see the latest transformations
in the sector and promote commercial agreements between Argentine and foreign producers.
39
Leaders from across the political spectrum participated in the various activities that took place
during the four days of the fair.
At La Voz del Interior, among the guests of the program "Voces que suman" were the mayors of
the cities of Córdoba, Mendoza, and Rosario, to discuss actions to be taken to ensure a better
urban quality of life. In addition, Los Andes has a panel on "Institutional Quality" as part of the
"Pillars" cycle and, through different formats, strong editorial positions are established in favor of
transparency and civic involvement.
To reinforce the objective of consolidating itself as the space chosen by leaders from all political
backgrounds, during 2022, representatives from various political parties were interviewed in TN
and the President of Argentina, Alberto Fernández, was interviewed in the program "A dos voces".
In addition, 37 years after the sentencing of the Military Juntas, and echoing the social fervor
caused by the movie "Argentina, 1985", the real protagonists of that historic moment were put in
the spotlight. On the other hand, aware that there is a significant decrease in the attention span
of different audiences, efforts were made to make complex issues accessible, and even to capture
elusive audiences by opening the door to relaxation through humorous segments.
On Radio Mitre, when a political leader and/or official is invited to the studios, listeners are
encouraged to contact the radio through telephone lines, email, and social media.
8.8. ACCESSIBILITY AND PROTECTION OF VULNERABLE AUDIENCES
Grupo Clarín takes special care to ensure that minors access content that is appropriate for their
age and strictly controls content related to childhood and adolescence. In 2022, UNICEF provided
training to the journalistic teams of eltrece and TN in the proper approach to violence against
children.
In addition, La Voz del Interior uses UNICEF's Good Practices Guide for the coverage of news
concerning children.
The Group's media avoid close-ups of children and adolescents in risky situations. In the case of
news related to criminal cases, the images of children and adolescents are distorted. No family
members' identities or other identifying information are published.
All the Group's audiovisual companies comply with the law for the protection of minors and
vulnerable audiences: At 10 pm, we show a safe harbor sign and include warnings provided by
the National Institute of Film and Audiovisual Arts, INCAA, for its Spanish acronym, that state the
age suitable for viewing contents, and we also include warnings when content is not suitable for
children and adolescents, among other practices. The public is warned about potentially
inappropriate, offensive, sensitive, or harmful content and information is disseminated about the
differentiation between fact and fiction when relevant. Before each program and in each impactful
news report or informative content in newscasts, news programs or web content, warnings in the
form of captions or videographs are placed, alerting viewers about the broadcast of "images with
sensitive content". Radio Mitre also warns the public about potentially inappropriate, offensive,
sensitive, or harmful content, both on the radio and in digital content.
Through technology, the Group’s audiovisual companies seek to ensure that all the audiences
can have access to their content. To this end, eltrece uses live closed captioning in programs to
allow people who are deaf, hard of hearing, or have hearing difficulties to be part of the audience.
Additionally, audio description is offered for blind or visually impaired people; and audio
description with interpretation for people with interpretation issues. Children's and general interest
programs on eltrece also have sign language interpretation.
40
Radio Mitre publishes in written form on its website many of the contents aired in audio form. In
addition, it includes subtitling in many audiovisual contents available on the web and social media,
to make them accessible to those who cannot hear. The feature "text to speech", which consists
of a robot reading the news out loud, is available on the websites of Radio La 100.
9. CUSTOMERS AND SUPPLIERS
In 2022, Grupo Clarín continued to gather, listen to, and manage the opinions of listeners,
customers, and suppliers through various channels with the aim of maintaining a close
relationship, while prioritizing the security and protection of data to minimize risks to the
confidentiality, integrity, and availability.
9.1. CUSTOMER SERVICE AND SATISFACTION
In order to continue improving customer service, during 2022, Clarín added the WhatsApp
channel. Currently, 15% of monthly interactions are managed through this channel with an NPS2
above 60%. It also added the email channel, through which 6,000 monthly inquiries are received
with a 100% NPS within 10 business days. And the telephone contact channel received 200,000
calls, achieving a 96% response rate, an NPS above 60%, and a monthly satisfaction rate above
95%.
On the other hand, back-office processes were adapted, resolving 100% of requests and
complaints in less than 10 business days and inquiries in less than 72 business hours.
Furthermore, the self-service channel was improved by modifying the functionality to make
registration and login easier and faster for the user, incorporating other technologies for access.
The annual customer satisfaction survey showed an overall satisfaction rate of 85%, with a 4-
point improvement from the previous year.
As part of its loyalty program, Clarín added benefits to its plus subscribers' portfolio, such as 100%
free travel assistance services within Argentine territory, home assistance, and emergency
services. The 365 Program has more than 1,400 brands and 5,200 affiliated stores throughout
the country. Additionally, it doubled one of the most valued benefits, fuel discounts. It also moved
forward with the plan to include differential benefits or brands for special dates such as Mother's
Day and back-to-school, among others. At the same time, it maintained the most valued benefits
for subscribers and expanded the offering in various retail categories.
To streamline customer service and achieve greater traceability of information, La Voz del Interior
unified its CRM (Customer Relationship Management) with multiskilled advisors and managed a
total of 80,510 subscriber calls (incoming and outgoing) in 2022. Additionally, 146 social media
complaints were referred to the Customer Service Center. The Customer Service Center is
certified under the international standard ISO 9001:2015 and achieved a resolution rate of 93%
and a service satisfaction rate of 96%, reflecting a slight increase compared to the previous year.
Gestión Compartida focused on direct commercial relationships with customers, opening up
possibilities for daily communication via email, WhatsApp messages, and phone calls, and
creating connection spaces to promote business development, professional training, and
networking. At the same time, actions were taken to minimize risks to the confidentiality, integrity,
and availability of data. The policies, procedures, and regulatory frameworks that govern and
regulate access to data are subject to an annual review that allows for adjustments based on the
requirements included in the Personal Data Protection Law (Law No. 25,326). Internal audits are
also conducted to verify compliance.
2NPS stands for Net Promoter Score, an indicator that measures customer satisfaction.
41
9.2. VALUE CHAIN
The Group promotes the implementation of sustainable management throughout its value chain.
In this sense, 100% of active suppliers signed in 2022, through Gestión Compartida, the Letter of
Commitment to Sustainability within purchase orders.
Suppliers commit to managing their own business with a focus on sustainability, complying with
all applicable laws, respecting human rights, equal opportunities, and environmental care,
combating corruption, and eliminating any possibility of forced or child labor.
2021
2022
Commitment to Sustainability
3,701 2,867
Number of Suppliers that Signed the Letter of Commitment to Sustainability
% of Active Suppliers that Signed the Letter of Commitment to Sustainability 100% 100%
3,701 2,867
Active suppliers
The interaction with suppliers is carried out through the Customer Service Center, which in 2022
handled 276 monthly calls, with an average resolution rate of 92%.
Supplier Support
Number of calls per month 872
Number of cases created
Average % resolution rate 90%
2021 2022
276
1,199 784
92%
10. OUR PEOPLE
Since 1945, Grupo Clarín has played a relevant role in the economic and social development of
the country. This has been possible thanks to a team of 4,555 employees throughout Argentina.
Local Employment Generation
AMBA and the Prov of Bs As.
Córdoba
Mendoza
Santa Fe
Entre Ríos
La Pampa
San Juan
Tucumán
San Luis
Santiago del Estero
Salta
Chubut
Misiones
2021
2022
3,954
349
152
31
-
1
14
5
6
4
1
1
1
3,981
355
133
39
1
1
13
5
5
15
2
1
4
Business units surveyed: AGEA; Cúspide; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior;
Los Andes; Radio Mitre; TyC Sports; and Grupo Clarín.
2021
2022
Employees by Type of
Employment
Part-time (1)
Full-time (2)
Total
Men
117
3,010
3,127
Business units surveyed: AGEA; Cúspide; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior;
Los Andes; Radio Mitre; TyC Sports; and Grupo Clarín.
(1) A certain number of hours less than two thirds (2/3) of the regular working day.
(2) An 8-hour working day or a maximum of 48 hours per week.
Total Women
68
1,360
1,428
Women
78
1,321
1,390
Men
142
2,987
3,129
220
4,299
4,519
Total
185
4,370
4,555
42
● Employee Turnover Ratio 19.69%3
● Rate of new hires 38,10 %2
● 26.78% of employees perform journalistic functions4
10.1.
TEAM MANAGEMENT
After overcoming the most difficult and challenging moments of the pandemic, during 2022, Grupo
Clarín gave more room for innovation. This year, the Company launched new initiatives focused
on its employees as a whole and on each individual.
Success Factors Platform (SSFF)
Grupo Clarín relaunched its human resources management tool, the Success Factors Platform.
The Company updated the home page, optimized profiles and data, and made over 30 general
and specific technical changes to the tool that helped improve its functionality and user
experience.
Radio Mitre carried out a pilot test with some employees in certain modules of the platform, such
as GO. That same module was strengthened in La Voz del Interior to enhance communication at
all levels of the company. And TyC Sports implemented internal campaigns that facilitate the use
and instruction of the platform.
Employer Brand
During 2022, the Group granted 50 licenses for the new platform's onboarding process. This way,
the new hires were able to easily access information about the history, values, principles, and
creation of Grupo Clarín before joining the company. In this line, the group is still in the process
of reviewing and restructuring its Employer Branding.
In addition, Clarín promoted three job fairs with universities and participated in the Nerdearla
event to position the Employer Brand image in information security segments. Radio Mitre carried
out face-to-face inductions for new hires. It added a welcome kit and a tour of the facilities. It also
trained leaders in management and cultural transmission skills. Gestión Compartida improved
social media profiles such as Instagram and LinkedIn to strengthen organizational quality and
talent attraction.
10.2.
INTEGRITY PROGRAM
Grupo Clarín manages and promotes diversity among its employees and in its content5. In
addition, it prohibits any type of discrimination related to gender, disability, age, ideology, culture,
physical appearance, health, sexual orientation and gender identity, religion, socio-economic
vulnerability, family situation, or marital status.
3Business units surveyed: AGEA; Cúspide; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior;
Los Andes; Radio Mitre; TyC Sports; and Grupo Clarín.
Employee turnover rate = Departures / Total Employees as of December 31 (for each category)
New Hire Rate = New Hires / Total Employees as of December 31 (for each category)
4 Business units surveyed: AGEA; Carburando, Canal 12; CMI; La Voz del Interior; Los Andes; Radio Mitre, and TyC Sports.
5 For more information see the section “Promotion of Diversity” under “Responsible Creation and Distribution of Contents” in this integrated
Annual Report.
43
42% of the Corporate Areas employees are women.
Employees by Gender
Women
Men
Total
2021
1,390
3,129
4,519
2022
1,428
3,127
4,555
Business units surveyed: AGEA; Cúspide; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior;
Los Andes; Radio Mitre; TyC Sports; and Grupo Clarín.
Grupo Clarín adheres to the "Women's Empowerment Principles (WEPs)" of UN Women and is
part of the Network of Companies for Diversity (R.E.D., for its Spanish acronym) of Universidad
Torcuato Di Tella.
The Group has various policies and benefits with a gender perspective. To ensure pay equity, it
applies the same salary bands for men and women. In addition, for corporate areas, it provides
an extended paternity leave (15 consecutive days), which was used by 100% of the employees
who had children in 2022. We have a breastfeeding room in the building, and we offer our
employees a phased return after the parental leave for pregnant mothers, employees in the
adoption process, and homoparental couples.
In 2022, Grupo Clarín implemented the Workplace Violence Protocol in all business units and
participated in the training in "Inclusive Communications" of the Government of the City of Buenos
Aires. La Voz del Interior continues with its recruitment policy for the Newsroom which provides
that, given equal qualifications, the promotion of women shall prevail. eltrece and TyC Sports
provided renewed breastfeeding rooms, and Polka, along with CAPIT (Argentine Chamber of
Independent Producers), established the "Commitment Agreement for Workspaces Free of
Violence in Theater and Audiovisual Activity." Radio Mitre also conducted training in diversity and
gender along with the Association Mujeres como Vos. Gestión Compartida created the
Sustainability Team to promote initiatives with a gender perspective.
On the other hand, to improve access for people with disabilities, eltrece renovated ramps and
accesses throughout the corporate building. We also continued with the internship programs for
young people from La Voz del Interior, Los Andes, TyC Sports, and Radio Mitre, where young
interns from new universities were incorporated to be trained by leaders.
10.3.
COMMUNICATION AND DIALOG
During 2022, Grupo Clarín deepened the use of the internal communication network TEAMS.
Users increased from 754 to 2,998, incorporating Clarín, Gestión Compartida, La Voz del Interior,
and Radio Mitre.
We also use email and social media such as Instagram and WhatsApp. La Voz del Interior also
created a new communication space called FORO, where the General Manager periodically
interacts with staff in small groups.
Work Environment
Grupo Clarín continued to promote a good work environment among its teams. During 2022, the
Group and several of its business units celebrated special occasions such as Friendship Day,
birthdays, Children's Day, Spring Day, and the World Cup with parties, raffles, and gifts for its
employees. In addition, the Group provided training in agility and innovation to develop the skills
requested by the personnel in the 2021 Internal Opinion Survey (EIO).
Also based on the survey, Clarín developed a bot to answer queries from its internal team. TyC
Sports started making internal announcements of new hires and promotions and held 10 virtual
44
meetings with 140 people to work on concerns arising from the Internal Opinion Survey. Radio
Mitre continued with Instagram giveaways and special gifts for different occasions. It held an in-
person end-of-year party, where over 50 gifts were raffled among its employees.
10.4.
WORK-LIFE BALANCE AND BENEFITS
Grupo Clarín believes that its employees are a valuable asset, and thus promotes the well-being
of its personnel and their families. The different business units offer several benefits for their
employees, including:
• Flexibility: Flexible work arrangements, telecommuting, flex Friday, the day off on their
birthday, additional vacation days beyond legal requirements, personal errand days, a day off
during winter vacations with gifts for their children, and remote work for women prior to and
up to one year after the maternity leave.
• Family: Reimbursement of daycare fees, school kits, virtual events with the children of our
employees, benefits for the family of our employees (health care and fitness center),
breastfeeding rooms in our offices, parental leave beyond the term provided by law, gradual
return to work after the parental leave, adoption leave, special leaves for premature children,
wedding policy, extra half hour for breastfeeding mothers beyond the period established by
law and additional days of sick leave to provide care for a sick dependent. For example, Diario
Clarín offers a paid extended maternity leave of 30 days in addition to the 90 days provided
by law and 14 calendar days for paternity leave and the same benefit in case of adoption.
• Health and Care: health check-up campaigns, flu vaccine for employees and direct family
members, discounts in fitness centers or gym in the corporate building (Gestión Compartida),
vouchers for cleaning and personal hygiene products, CPR talks, transportation service for
commuters (shuttle).
• Other Value Propositions: The Clarín 365 card, English classes, discounts at pharmacies,
preferential prices for Internet, mobile phone and cable TV services, lunch, snack vending
machines, discounts on products and services, recognition of values policy, financial
assistance, agreements with universities and long-term savings plans for executives,
necessary equipment for remote work (technological equipment, ergonomic chairs, and
general advice), events for remote teams, and special bonuses for performance, tenure or
productivity.
In 2022, 38 women and 37 men took the parental leave, of which 95% and 95% returned to work
at the end of the leave, respectively. The retention rate was of 91.67% in women and 91.30% in
men.
10.5.
PROFESSIONAL DEVELOPMENT
20.05 hours of training on average per employee6
83,585 hours of training8
Grupo Clarín promotes the training and development of its team through the Goal Management
System (GO) in the different business units. In this regard, during 2022, the number of employees
with a formal annual performance assessment increased.
Grupo Clarín maintained and strengthened a wide range of training opportunities for its
employees, including in-person training in CPR, agility, HR, mental health, digital tools for
6Business units surveyed: AGEA; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior; Radio
Mitre; TyC Sports; and Grupo Clarín.
45
journalists, digital business, UX UI design, big data, diversity and inclusion, business analytics,
data science, SEO, digital immersion for human resources, data journalism, conversational skills,
among other topics covered.
We continued to make Internal Job Postings with the aim of promoting internal mobility.
Additionally, the Leadership Model remains in place. TyC Sports and Clarín delivered Mentoring
and Management Training programs and Radio Mitre gave coaching lessons to area heads to
improve their leadership skills.
Furthermore, the Group's businesses continued to review their contents and platforms to adapt
them to the new needs of the business, and reskilled their teams so that they can acquire
transformation,
knowledge based on data management, business
programming, etc. Each business unit identified its needs and trained its employees to achieve
the necessary knowledge update.
intelligence, digital
10.6.
HEALTH AND SAFETY
Grupo Clarín continued to take care of the health of its employees with various actions
implemented through its business units. Firstly, free flu vaccination and annual medical check-
ups were offered to corporate staff. In addition, various editions of the CPR course were held in
different business units. The Group continued offering the benefit of the health insurance
company OSDE with an additional 20% reimbursement for medications.
In addition, the Group promoted the Health and Safety Link, which brings together all the business
units, with the objective of generating a place to share and draw conclusions, as well as
establishing an integral vision that considers the realities of each business unit. In this context,
three meetings were held on: COVID and vaccines; mental health and the return to the "new
normal"; and ART and its benefits.
Among the health care initiatives implemented by our business units, the following stand out:
• Fruit box at the workplace.
• 100% free pass to fitness centers for employees and discounts for family members.
• Flu vaccination.
• Annual medical check-up.
• Additional discount on medications.
• Healthy menu options in the cafeteria.
• Draw for Maratón BA tickets.
• Talks on mental health, burnout, nutrition, emotional intelligence, and healthy living.
• Provision of personal protective equipment.
• Comprehensive preventive study for women (Radio Mitre).
• Training in first aid, CPR, risk mitigation, and use of AED (Automated External Defibrillator).
46
11. SOCIAL DEVELOPMENT
11.1.
PRIVATE SOCIAL INVESTMENT STRATEGY
Aligned with the Social Responsibility and Sustainability Policy, Grupo Clarín has a private social
investment strategy based on the donation of advertising spaces; media literacy, education,
culture, and local development.
11.2.
COMMUNITY ENGAGEMENT AND SOCIAL ADVERTISING
Supporting high-impact initiatives in local communities is among the priorities of the Group’s
business units. With resources, time and advertising space, the Group supports social, civic, and
environmental projects in which various civil society organizations work.
Donation of Advertising Space
Donation
television
radio (1)
in
or
Advertising space donated to public welfare
entities of which we are NOT members
(Foundations, Associations, Cooperatives,
Institutions, other).
Fundación Noble Campaigns
Donation of Free Advertising spaces of
which we are members (Chambers and
Foundations)
Advertising space donated to public welfare
entities of which we are NOT members
(Foundations, Associations, Cooperatives,
Institutions, other).
Fundación Noble campaigns (within the
organization)
Grupo Clarín organizes public good
campaigns (distinguished from institutional
brand ads for Grupo Clarín).
Advertising space donated to public welfare
entities of which we are NOT members
(Foundations, Associations, Cooperatives,
Institutions, other).
Fundación Noble Campaigns
Grupo Clarín organizes public good
campaigns (distinguished from institutional
brand ads for Grupo Clarín).
of
Donation
Advertising
in
Print Media (2)
of
Donation
advertising
in
digital media (3)
Unit
Seconds
Argentine
pesos
Seconds
Argentine
pesos
Pages
Argentine
pesos
Pages
Argentine
pesos
Pages
Argentine
pesos
Pages
Argentine
pesos
Online
Banners
Argentine
pesos
Online
Banners
Argentine
pesos
Online
Banners
Argentine
pesos
2022
439,701
139,843,402
5,685
10,115,154
7.5
1,796,197
55.87
21,757,911.06
72.51
17,426,955
56.75
23,145,824
47,592,827
24,666,772
1,998,947
439,768
1,688,680
371,510
(1) Business units surveyed: Artear Canal 13; Cana 12; Radio Mitre and TyC Sports.
(2) Business units surveyed: AGEA Tacuarí; and La Voz del Interior.
(3) Business units surveyed: AGEA Tacuarí; and La Voz del Interior; Radio Mitre, and TyC Sports.
Total Amount of Pesos Donated
239,563,493
47
11.3.
THE ROLE OF THE MEDIA IN EDUCATION
Since its inception, Fundación Noble has promoted critical and creative reading of media content
and has built capacity in teacher training around the use of media and digital technologies.
Under this premise, through the Program "Los medios de comunicación en la Educación," 24
virtual courses on media and technologies were offered in 2022 to 4,689 teachers, principals, and
teacher training students at all educational levels throughout the country. The aim was to provide
educators with tools and resources that allow them to rethink teaching practices and design new
didactic strategies. Some of the topics covered included video production in the classroom,
escape room design, media and ICT, mobile devices in the classroom, podcast production,
cyberbullying, among others. Since the program's inception, a total of 568,632 teachers have
participated.
Additionally, the third season of the podcast "Media in Education" was launched, which seeks to
open a dialog with the educational community and experts to address the complexity of teaching
and learning in hybrid contexts. During this year, innovative educational experiences were
reviewed from a methodological, pedagogical, and didactic perspective.
Another initiative developed was the eighth edition of the contest "Concurso para jóvenes
#sosVOSenlared2022," which seeks to raise awareness about how young people construct their
identity on social media and the cultural contexts in which they interact. This year, there were 185
entries and the winners received technology equipment, while their schools received book
collections published by Clarín.
To further develop the digital, media, and informational skills of teachers and school
administrators in the classroom and institutional projects, the second edition of the "Postgraduate
Program in Education, Media, and ICT" was also launched in conjunction with Universidad
Católica de Buenos Aires, with the approval of the Ministry of Education of Argentina. This training
course is taught on the University's digital platform and includes multimedia material in each
module and tutoring carried out by experts.
Additionally, this year we continued to make available on TikTok and Instagram the content on
how a newspaper is produced: the news process, printing, and distribution of the newspaper.
11.4.
PROMOTION OF EDUCATION
Clarín and Zurich carried out the second edition of the Award "Docentes que inspiran", aimed at
recognizing and giving visibility to those teachers who make a difference in Argentina. More than
4,000 teachers applied. After going through the evaluation stages, a prestigious jury of education
specialists selected six finalists: the inspiring teacher of the year, special mentions, and
recognitions to teachers for innovating in the teaching of curricular contents. $ 2,000,000 in prizes
was distributed to the winners from the Autonomous City of Buenos Aires, and the provinces of
Buenos Aires, La Pampa, Santa Fe, and Mendoza. The event was broadcast on TN.
In addition, Fundación Noble sponsored four schools: School No. 11 "Dr. R. Noble" in Villa
Ballester, School No. 457 "Dr. R. Noble" in Avellaneda, School No. 5 "Dr. R. Noble" in La Matanza,
and School No. 91 "Dr. R. Noble" in Senillosa, Neuquén. At the end of the school year, 11 plaques
were awarded to the best students, along with 82 diplomas, 72 medals, and 245 books for all the
graduates.
In September, during the Education Month, Fundación Noble, in partnership with Educar2050,
continued to produce the section "Hay un solo camino, la educación" in Clarín, where renowned
specialists provided their analysis of the current educational situation.
48
With the conviction that education is the path to transformation, Los Andes continued to award
the "Adolfo Calle" Scholarship to grant financial aid to the best graduate student of primary
schools in Mendoza to support their education in high school and the "Elvira Calle" Excellence
Scholarship at Universidad Maza, which aims to encourage continued education at the university
level.
TyC Sports carried out the projects "Jugando es Mejor" in the provinces of Entre Ríos, Misiones,
Mendoza, Trelew, and Buenos Aires, with the aim of promoting non-violence in sports. Through
this initiative, over 1,200 athletes of all ages benefited from the refurbishment of sports facilities
and received sports equipment.
This year, the newspapers Clarín, Olé, Los Andes, and La Voz del Interior resumed the guided
visits offered to schools to show them the process of production, circulation, and distribution of
the print newspaper, as well as the complexity of informing through the online newspaper. eldoce
allowed different educational institutions to visit the channel's transmission station and participate
in a live program. They also visited the master control room from where the programs are
broadcast.
Over 960 books and over 2,400 magazines were donated to 16 institutions for children and young
people in schools, libraries, hospitals, and NGOs throughout the country.
11.5.
PROMOTION OF CULTURE AND SOCIAL DEVELOPMENT
This year, the Award "Premio Clarín Novela" celebrated its 25 uninterrupted years of a contest
that seeks to recognize and showcase works in Spanish by authors from Ibero-America. The
finalists are selected through a rigorous process that involves different reading stages. Then, a
Jury of Honor is tasked with finding and recognizing the best of those novels. The winner of this
edition was Miguel Gaya for his work "El desierto invisible". He received $ 1,000,000 and the book
was published by Clarín-Alfaguara.
Grupo Clarín was once again the main sponsor of the 46th "Buenos Aires Book Fair". It had its
own agenda of cultural activities and made an extensive multimedia coverage of the event. Clarín
and Ñ opened a Cultural Space in the central hall of La Rural and every Saturday they held free
events of street art and live music with trap and freestyle artists. TN also participated with an
open-door television studio where visitors were able to experience immersive virtual reality. In
addition, Fundación Noble offered free workshops for teachers and the University of San Andrés
and Clarín held an open talk with journalists within the framework of the Master's Degree in
Journalism. This Master's Degree is endorsed by the Columbia University Graduate School of
Journalism (New York) and supported by Panthéon Assas Université (Paris), and is the only
Master's Degree in multimedia and multi-platform in the region.
During the year, the 5th edition of the "PyME Awards" was held, an initiative promoted by Clarín
and Banco Galicia that seeks to recognize small- and medium-sized businesses for both their
activities and track record. The main pillars of the award are innovation, environmental care, and
social commitment. Under this concept, an academic jury from the University of San Andrés
evaluated the more than 200 cases presented and selected the three finalists in each category
so that the members of the committee made up of specialists in the subject selected the winners.
The winners were Laboratorios Peyte (PyME Gold and Family awards), Ecofactory (High
Environmental Impact), Fexa (High Social Impact), and Digirodeo (Innovative). The company
Laboratorio Química Luar was also distinguished for its track record.
Clarín promoted the dissemination of content of high cultural and educational value through the
Culture Section and Magazine Ñ in both the print and digital versions. This year, the magazine Ñ
reached its 1000 edition and held a series of special events and editions, and was invited to the
eñe festival in Madrid, Spain.
49
"Número Cero", the Sunday supplement of La Voz del Interior, promoted the local cultural
activities of publishers and artists, and produced the podcast "Biblioteca Cero," featuring
interviews with writers from Córdoba about their favorite Argentine books.
Since 2009, Los Andes has promoted the initiative "Contá un cuento con Tintero," which invites
children to participate in a literary storytelling contest. The winner of the 14th edition was Giuliana
Ferreyra Mercado, and her piece was published in the Magazine Tintero.
Canal (á) stood out for 24 hours on air dedicated to culture, where all genres related to art and
culture coexist under the premise of plurality of perspectives.
Throughout the year, TN broadcast cultural and educational content from various sources, and
eltrece showcased the charitable actions of the most relevant musical artists. eldoce covered
cultural activities and produced news reports that were aired on its newscasts, which were
replicated on its website and social media.
Radio Mitre expanded the repertoire of historical events in radio broadcasting with "Archivo de la
Palabra". Radio La 100 continued with contests that reward knowledge in general culture and
interviews with great musical artists and celebrities from show business, among others.
11.6.
ALLIANCES WITH CIVIL SOCIETY ORGANIZATIONS
For 31 consecutive years, Fundación Noble, UNICEF, and eltrece have held the event "Un Sol
para los chicos" to offer better opportunities for children. The fundraiser event held in 2022 helped
raise $ 331,250,573 to the benefit of UNICEF.
eltrece and Fundación Noble promoted the Award "Abanderados" once again this year, an
initiative that recognizes and rewards Argentine people who stand out for their commitment and
dedication to others and disseminates their stories to inspire society as a whole. Its 13th edition
granted prizes for an aggregate of $2,500,000. Among the eight people recognized for their
initiative, Viviana Yzaguirre received the award "Joven Abanderada 2022", as founder of the
organization Todo por Todos. She received $ 1,250,000 to continue with her project. The
foundation Navarro Viola chose Claudia Torrales, founder of El Rincón de la Familia, as the
winner of the special prize of $750,000.
In order to promote civic engagement, the Foundation continued to publish "Calendario del
Compromiso con la Comunidad" in the magazine Viva in collaboration with Red Solidaria,
supplementing the daily solidarity agenda of Grupo Clarín's media.
Clarín renewed its partnership with Missing Children and Red Solidaria to disseminate images of
missing children in Diario Clarín and raise awareness about the role of the community in
addressing this issue.
In addition, the Company promoted volunteer actions and sponsored public good campaigns. The
volunteers from eldoce collected items for "Children's Day" to be delivered to different health care
institutions. It also promoted various campaigns, among which the "World Day Against Breast
Cancer" stood out, which was supplemented with the installation of a tent with professional
hairdressers to encourage the donation of hair for the creation of oncology wigs made by the
foundations Vanesa Duran and Guapas. TyC Sports promoted volunteering for "Children's Day”
to share an afternoon of games, snacks, and gifts for over 400 boys and girls aged 0-12. Radio
Mitre joined the paper and bottle cap recycling campaign of Hospital Garrahan, and together with
La 100 FM, they launched a donation campaign to collect toys, clothes, and food for Casa Cuna.
50
12. THE ENVIRONMENT AND TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (TCFD)
12.1.
CONTENT THAT PROMOTES ENVIRONMENTAL AWARENESS
During 2022, Grupo Clarín continued to disseminate content that promotes environmental
awareness in society. The Group's media conducted a comprehensive coverage and broadcast
of the United Nations Conference on Climate Change (COP27) from Egypt, disseminating the
information through multiple platforms.
The section ECO of Clarín's magazine VIVA addressed the issue of environmental protection
from various angles and shared various initiatives on recycling and reuse of waste, such as "The
art of rescuing waste: recycling and creating", "Artworks made from discarded materials", among
others.
In addition, throughout the year, La Voz del Interior covered news on Circular Economy and
published the book "El círculo verde". As a supplementary action and in order to mitigate the
carbon footprint impact of the first print run, La Voz del Interior, in partnership with Baum, planted
1,000 carob trees in Estación General Paz. The book received the endorsement and financial
support of Fundación Avina, under the resilient cities program.
Los Andes promoted spaces for debates and opinions related to environmental preservation and
sustainability. TN provided extensive coverage of the forest fires in the province of Corrientes,
supplemented with interviews with experts to deepen the understanding of the wetland situation
in the country.
During 2022, eldoce, through an agreement with the Borough of Córdoba, joined as a Green
Center for residents to take their recyclable waste to the containers placed on the sidewalk of the
building. In addition, the program "Seguimos en el Doce" promoted recycling and Circular
Economy. The section "Ecotips" was posted on Instagram with recommendations for
environmental care.
Radio Mitre conducted interviews with specialists on the environment and sustainability, which
were disseminated on the blog "Planeta Vivo" and radiomitre.com.ar. Radio La 100 promoted
news related to environmental awareness, endangered species, and other important topics for
the planet, including coverage of forest fires affecting the world.
12.2.
ENVIRONMENTAL MANAGEMENT AND POLICY
Grupo Clarín’s financial performance is tightly tied to Argentina’s economic performance, which
is greatly dependent on agricultural production. Climate change could lead to reduced yields or
increased pest infestations, which could harm farmers and reduce the country’s exports. A weaker
economic performance would affect the advertising market and consumer spend, and
consequently our revenues.
Grupo Clarín’s management has considered the potential direct risks arising from climate change
and continues to review its climate risk profile. In light of Grupo Clarín’s climate risk assessment,
it has determined that, as a result of the industry in which it operates (which does not rely heavily
on large scale industrial processes and sourcing of raw materials), the key source of climate-
related risks for Grupo Clarín is energy waste and consumption.
Grupo Clarín’s climate strategy and governance continues to be under consideration and review,
and we acknowledge that the current climate-related disclosures contained in this section are not
fully consistent with all Task Force on Climate-related Financial Disclosures (TCFD)
recommendations and that further work is required to enhance the identification, impact and
51
reporting for climate-related risks and opportunities. Grupo Clarín supports the TCFD and its
recommendations and it is committed to assessing the impacts of climate risks in the coming
financial years and to identify opportunities arising from our climate change adaptation efforts that
can benefit our business operations and supply chains.
The starting point for the development of the Group's environmental management strategy is the
Social Responsibility and Sustainability Policy, which describes the objectives and areas of action
that it aims to achieve in its sustainable performance.
Under this management framework, each business unit devises awareness-raising actions,
resource optimization, investment in equipment, and works on the adoption and certification of
environmental standards.
The industrial plant where the newspaper Clarín is printed has its own Environmental Policy –
ranging from commercial printing to binding – and an Environmental Management System
certified under ISO 14001:2015. To keep the certification current, the recertification audit was
successfully completed this year. During 2022, training sessions were conducted for 172
employees to strengthen the system, covering topics such as waste management, containment
of hazardous substance spills, general task risks, and others. The policy is also applicable to
suppliers, which must make an annual assessment through an environmental survey.
Once again, Gestión Compartida is preparing to renew the Green Seal certification, granted by
the Ministry of Public Space and Urban Hygiene of the City of Buenos Aires, which evaluates and
rewards successful waste management practices in the workplace. Throughout the year, the
Company provided training to its personnel and, in line with current National environmental
regulations, shared its environmental policy with suppliers for them to sign their acceptance.
The Group’s business units continued to raise awareness among their employees regarding
waste separation and the use of reusable containers instead of disposable ones. In this regard,
Clarín promoted a waste separation and generation reduction awareness campaign, encouraging
its employees to use their own reusable containers for coffee and tea at vending machines. Los
Andes continued to apply each of the defined protocols for printing processes and environmental
responsibility policies. Radio Mitre focused on optimizing energy use, while eldoce increased its
online management to reduce emissions. TyC Sports focused on waste management.
12.3.
MATERIALS
The efficient use of resources is one of the main objectives of the Company's Environmental
Management Policy, and each business unit contributes to its fulfillment.
Among the most relevant initiatives implemented by the business units, La Voz del Interior began
using a Dosatron pump system that allows pure liquid to be sent directly and dosed to the line,
achieving a more efficient and controlled application of the source solution to the system for
wetting metal sheets in the Goss Metrocolor machine. eltrece focused on RIPPILAS, a program
aimed at the reuse and responsible disposal of batteries. Furthermore, eldoce continued to
promote the use of rechargeable batteries and the reuse of one-sided printed papers, and focused
on the use of LED technology and solar energy. TyC Sports uses eco-friendly fabric bags for
institutional gifts to improve efficiency in plastic usage.
Consumption of the Main Materials (in tons)(1)
2021
2022
Paper
- Printing
- Office
Ink
CTP Aluminum plates
14,814.16
9,917.19 (2)
34.79
320.82
86.99
6,226. 2 (3)
299.61 (4)
73.96 (5)
52
(1) The quantity of materials consumed in their most relevant categories. Consumption of the following non-renewable materials was also
measured during the period: adhesives, rubber blankets, neutral fountain solution, rubber washer, silicone emulsion, adhesive tapes,
packing straps, buckles, plate developer, filters, polyethylene, Arabic gum, lubricating greases and oils, rubber cylinder, film and stretch
wraps, baling wire, batteries (AA and AAA), 9-volt batteries, lamps, coaxial cables, audio cables, power cables, multipair cables, network
cables, and filters.
And the following renewable materials: boxes, wooden pallets, and cleaning cloths.
(2) Includes newsprint and paper for commercial production. Business units surveyed: newsprint: AGEA Zepita, La Voz del Interior, and Los
Andes (the consumption was based on estimates regarding the weight and quantity of the different types of coils used). Paper for
commercial production: AGEA Zepita.
(3) Business units surveyed:
A4 Paper: AGEA Tacuarí, ARTEAR Canal 13, Canal 12 Córdoba, Gestión Compartida, La Voz del Interior (The weight equals 2.52 tons,
considering an average of 2.25kg per ream), Los Andes, Carburando, Radio Mitre, TyC Sports (equals 0.113 tons).
Letter Paper: ARTEAR Canal 13, Carburando, and TyC Sports (equals 0.113 tons).
Legal Paper: AGEA Tacuarí, ARTEAR Canal 13, Carburando.
Kraf Paper: AGEA Zepita, La Voz del Interior.
(4) Includes Coldset ink based on vegetable oil and mineral oil base and Heatset ink. Business units surveyed: Coldset Ink Vegetable Oil
Base: AGEA Zepita, La Voz del Interior and Los Andes; Coldset ink, mineral oil base: La Voz del Interior; and Heatset ink: AGEA Zepita.
(5) Business units surveyed: AGEA Zepita, La Voz del Interior and Los Andes.
AGEA Zepita: The number of units consumed, area, and thickness of each plate type were considered. Conversion factor used: 2.70 tn/M3.
Los Andes: A unit weight of 0.310 kg was considered.
12.4.
ENERGY AND EMISSIONS
The reduction of energy consumption is one of the organization's commitments. The new work
habits of some business units had a positive impact on consumption. The Company reduced
energy consumption in lighting, air conditioning, and motor pumps at Clarín's offices by reducing
the use of workspaces. At the newspaper's printing plant, energy consumption was reduced by
13%, with 7% being due to energy-saving actions and 6% due to a decrease in production.
At La Voz del Interior, all critical tasks were concentrated during the night shift, which improved
efficiency in costs and consumption. In addition, a plan was implemented to reengineer the entire
distribution process for the optimization of delivery routes, contributing to the reduction of
emissions. Additionally, the responsible use of energy sources was promoted.
eltrece and eldoce are working on a gradual process to replace lighting equipment in studios with
LEDs, which has allowed for a reduction in electrical and heat consumption. TyC Sports achieved
a 15.78% decrease in energy consumption. However, emissions were affected due to an increase
in travel related to the Qatar 2022 World Cup.
2022
121,649.32 (1)
28,365.35 (2)
3,862.27 (3)
3,342.40 (4)
989.93 (5)
2021
126,639.31
37,690.83
1,509.89
2,404.62
695.23
168,939.88
Direct and Indirect Power Consumption (in GJ*)
Electricity
Natural gas
Gasoline
Gasoil
CNG
Total
* Criteria for Conversion to GJ: National Energy Balance Data, 2015.
(1) Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Canal 12, Polka, Gestión Compartida, LVI, Los Andes,
Carburando, Radio Mitre, and TyC Sports. Canal 12: includes estimates due to lack of measurement (0.3%). AGEA Tacuarí considers its
own energy consumption and that of Grupo Clarín.
(2) Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Canal 12, Polka, LVI, Los Andes, Radio Mitre, and TyC
Sports. AGEA Tacuarí considers its own energy consumption and that of Grupo Clarín.
(3) Includes the consumption of generators and outside broadcast units.
Generators: Business units surveyed: Canal 12, Polka, and Carburando.
Outside broadcast units: Business units surveyed: AGEA Zepita, ARTEAR Canal 13, Canal 12, Los Andes, and Radio Mitre. For Los Andes
it was weighted at 100% (based on estimates, 813.5 liters).” For eldoce, consumption is estimated proportionally based on the number of
outside broadcast units the channel has and the areas they correspond to.
(4) Includes the consumption of generators and outside broadcast units.
Generators: Business units surveyed: AGEA Tacuarí, ARTEAR Canal 13, Canal 12, Polka, LVI, Los Andes, and Radio Mitre.
Los Andes: Weighted at 100% (based on estimates, 70 liters). AGEA Tacuarí considers its own energy consumption and that of Grupo
Clarín.
Outside broadcast units: Business units surveyed: AGEA Zepita, ARTEAR Canal 13, Canal 12, and Gestión Compartida. For AGEA Zepita,
the estimated value is 100%, considering the remaining fuel in the transport cart.
158,209.28
(5) Business units surveyed: Canal 12.
53
Greenhouse Gas Emissions (in tons of CO2
equivalent)
Direct Emissions (Scope 1) (1)
Indirect Emissions (Scope 2) (2)
Other Indirect Emissions (Scope 3) (3)
Total
(1) Business units surveyed: AGEA; Canal 13; Canal 12; Polka; Gestión Compartida; La Voz del Interior; Los Andes; Radio Mitre; and TyC
Sports.
(2) Emission factor used: 0.4282 tCO2/MWh, according to the National Secretariat of Energy in 2019. Calculated on the basis of 33,785.4
MWh of electricity consumption of the business units surveyed. Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal
13, Canal 12, Polka, Gestión Compartida, LVI, Los Andes, Carburando, Radio Mitre, and TyC Sports.
(3) Business units surveyed: Canal 12, Gestión Compartida, La Voz del Interior, Radio Mitre, and TyC Sports. The variation from 2021 is
due to higher long-distance air travel due to the reactivation of the activities of the business units.
2021
2,366.98
15,060.33
59,759.58
77,186.89
2,123.19
14,466.11
216,097.06
232,686.36
2022
12.5.
WASTE
The treatment and reduction of waste play a key role in the environmental management policy
due to the organization's activities. Under this premise, the Company has a process in place for
the final disposal of hazardous waste, while non-hazardous waste is separated between waste
that can be recycled and waste that goes to final disposal. All business units comply with current
regulations related to waste treatment. Regarding the hiring of companies authorized for final
disposal services, the Company verifies their compliance with the regulations imposed by the
disposal and treatment law.
During 2022, at Clarín’s plant, donations of discarded electrical and electronic devices were
made. They were collected by the work cooperative Reciclando Trabajo y Dignidad registered
with the Ministry of Environment and Public Space. The cooperative teaches how to repair the
devices and then uses them to teach computer courses to its members and to residents of the
Villa Soldati neighborhood who sign up for the courses.
Paper is the main waste material that is recycled and donated to various organizations. During
2022, La Voz del Interior made a charitable contribution of 240kg of paper to Agencia Córdoba
Cultura - Museo Palacio Ferreyra for activities they conduct with children in the museum's
children's room. eldoce made charitable contributions to the Hellen Keller School for the Blind in
Córdoba, with an estimated total of 250 kg of paper, and the Municipal Children's Hospital, with
an estimated annual total of 500 kg. This year, an agreement was signed with the Center for
Works and Services of the Municipality of Córdoba (COyS), whereby eldoce became an "Eco
Ally". Thus, recycling containers were installed on eldoce's sidewalk for the community to deposit
plastic materials, paper, cans, and glass. The material is collected by the Municipality for
subsequent recycling.
TyC Sports raised awareness about the proper separation of waste, resulting in the donation of
460 kg of paper and achieving 39% of recycled material compared to what was used.
Waste by Type (in tons)
Total Hazardous Waste
Total urban-like or non-hazardous waste
2021
2022
61.36 (1)
95.49
973.95 920.07 (2)
Waste is not imported or exported, for further details see GRI Content Index, Note 19.
(1) Business units surveyed: AGEA; Artear Canal 13; Gestión Compartida; Los Andes; and TyC Sports.
(2) Business units surveyed: AGEA; Artear Canal 13; Pol-ka; Gestión Compartida; La Voz del Interior, and TyC Sports.
54
12.6.
WATER AND EFFLUENTS
Within the Group, the main effluents come from the development processes carried out at the
printing plants. These are subject to special treatment before being discharged, in compliance
with ACUMAR regulations.
The Company's office buildings and other facilities only discharge domestic wastewater. In order
to save water, the Company has automatic shut-off faucets and detection systems installed in the
toilets.
At La Voz del Interior, wastewater is treated and then reused for irrigation at the company's
premises. The plant is audited on an annual basis by the Ministry of the Environment of Córdoba
and complies with the chemical analysis established by the corresponding regulation.
Water Discharge
Annual Volume Discharged (in megaliters)
2021
38.65
2022
49.17 (1)
(1) Business units surveyed: AGEA Zepita; La Voz del Interior, and Los Andes. 8.04 megaliters were discharged in water-
stressed areas (according to the classification made by Aqueduct, World Resources Institute, medium-high water-stressed
area) by the Los Andes business unit. For further details, see note 20 of the GRI Content Index.
This includes surface water (freshwater) and third-party water (freshwater).
AGEA Zepita: the amount was estimated based on water delivered by the supplier minus water evaporated in the cooling
tower and that applied in the dilution of the source solution used in the production process.
Los Andes:
. Surface water: Estimated discharge value at 100% based on the amount of recharge made in the irrigation pool.
. Third-party water: Discharge value calculated based on the estimation of human consumption (headquarters), water
consumption, and the estimation of 9% water absorption by paper (printing plant).
13. RISK FACTORS
Grupo Clarín S.A. (the “Company”) 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 the Company’s business plans and is also addressed by a
corporate based control department and by the Company’s board on a regular basis.
Risks Relating to Argentina
Overview
A substantial majority of the Company’s property, operations and customers are located in
Argentina, and a portion of its assets and liabilities are denominated in foreign currencies.
Accordingly, our financial condition, results of operations and cash flows depend to a significant
extent on economic and political conditions prevailing in Argentina and on the exchange rates
between the Argentine Peso and foreign currencies. In the recent past, Argentina has
experienced severe recessions, political crises, periods of high inflation and significant currency
devaluation. The Argentine economy has been volatile since 2011, with years of economic growth
and others with recession. Several factors have impacted negatively on the Argentine economy
in the recent past, and may continue to impact it in the future, including among others, the COVID-
19 pandemic, inflation rates, exchange rates, commodity prices, level of Argentine Central Bank
(“BCRA”) reserves, public debt, tax pressures, trade and fiscal balances, government policy, the
international context and the military conflict between Russia and the Ukraine.
55
Devaluation of the Argentine Peso and foreign exchange controls may adversely affect our
results of operations, our capital expenditures, our ability to procure imported goods and
services and our ability to service our liabilities and pay dividends.
Since we generate a substantial portion of our revenues in Argentine Pesos (our functional
currency), any devaluation may negatively affect the U.S. dollar value of our earnings while
increasing, in Peso terms, our expenses and capital expenditures denominated in foreign
currency. The Argentine Peso has been subject to significant devaluation against the U.S. dollar
in the past and may be subject to fluctuations in the future. The value of the Peso compared to
other currencies is dependent, among other factors, on the level of international reserves
maintained by the BCRA, which have also shown significant fluctuations in recent years. The
Argentine macroeconomic environment, in which we operate, was affected by the continued
devaluation of the Peso, which in turn had and could continue to have a direct impact on our
financial and economic position.
The value of the Peso has fluctuated significantly since 2011. In 2022, the Argentine Peso
continued to depreciate against the U.S. dollar and other major foreign currencies. According to
Communication “A” 3500 of the BCRA, the Peso/dollar exchange rate stood at Ps. 177.16 per
US$ 1.00 as of 31 December 2022, evidencing a devaluation of the Peso of approximately 72.5%
from its value of 102.72 Pesos per dollar at 31 December 2021 (compared to 22.1% and 40.5%
in the years ended 31 December 2021 and 2020, respectively). As a result of the Argentine Peso’s
increased volatility, the Argentine government and the BCRA implemented several measures to
stabilise its value, including, among others, stronger exchange regulations, an increase in short
term interest rates and the sale of foreign currency reserves made by the BCRA. The continued
devaluation of the Argentine Peso during the past years has had and continues to have a negative
impact on the payment of foreign currency denominated debts by local private sector debtors to
unrelated foreign entities, and has also led to an increase in inflation, which in turn has a direct
impact on real wages. The devaluation has also negatively impacted businesses whose success
is dependent on domestic market demand, and adversely affected the Argentine government’s
ability to honour its foreign debt commitments.
Higher restrictions to access the official FX markets were imposed during 2020, in an attempt to
reduce the loss of international reserves generated by a greater demand of US dollars by
individuals and companies. These restrictions have resulted in the creation of multiple reference
exchange rates, such as the “blue chip swap” rate (contado con liquidación), dollar MEP, and
soybean dollar (dólar soja), among others. Some of these rates are only available to certain
market participants, or in the activities in which the currency is held. In addition, dealing with
certain of these reference rates might directly affect the Company’s access to the official
exchange rate market (Mercado Único y Libre de Cambio, or “MULC”). The requirements to
access these different exchange rates, as well as the actual exchange rate of each option, vary
significantly from one another. Pursuant to Communication “A” 7106 (as amended and
supplemented from time to time), the BCRA established certain requirements to access the local
exchange market for purposes of repayment of cross-border financial debts, in particular, for the
payment of principal outstanding amounts in loans and securities having amortisation payments
scheduled between 15 October 2020 and 31 December 2021 for principal amounts exceeding
US$2,000,000 by the non-financial private sector and financial entities. Particularly, the payment
of principal amounts pertaining to loans and securities subject to the regulation should be part of
a refinancing plan that must be previously filed with the BCRA, which must provide that (i) only
40% of the principal amount owed and payable shall be paid through the local foreign exchange
market on or prior to 31 March 2021; and (ii) the remaining 60% must be refinanced so the
average life of the debt is increased for a minimum of two years. Pursuant to Communication “A”
7621, the BCRA requirements set forth by Communication “A” 7106 are also applicable to
amortisation payments of principal outstanding amounts in loans and securities scheduled until
31 December 2023. It is not possible to guarantee that the BCRA will not extend or impose further
56
restrictions on access to the MULC, which could have a negative impact on us and on such
subsidiaries and, in particular, in our and their ability to meet debt obligations.
Any further depreciation of the Argentine Peso or our inability to acquire foreign currency could
have a material adverse effect on our financial condition and results of operations. We cannot
predict whether, and to what extent, the value of the Argentine Peso could depreciate against the
U.S. dollar and the way in which any such fluctuations could affect demand for our products and
services. Furthermore, no assurance can be given that, in the future, no additional currency or
foreign exchange restrictions or controls will be imposed. Existing and future measures may
negatively affect Argentina’s international competitiveness, discouraging foreign investments and
lending by foreign investors or increasing foreign capital outflow which could have an adverse
effect on economic activity in Argentina, and which in turn could adversely affect our business
and results of operations. We cannot predict how these conditions will affect the consumption of
products and services provided by our subsidiaries or our ability to meet our liabilities
denominated in currencies other than the Argentine Peso. Any restrictions on transferring funds
abroad imposed by the government could undermine our ability to pay dividends on our GDSs or
make payments (of principal or interest) under our outstanding indebtedness in U.S. dollars, as
well as to comply with any other obligation denominated in foreign currency.
Depreciation of the Argentine Peso against major foreign currencies may also have an adverse
impact on our subsidiaries’ capital expenditure program and increase the Argentine Peso amount
of their trade liabilities and financial debt denominated in foreign currencies. Certain of our
subsidiaries seek to manage the risk of devaluation of the Argentine Peso, by entering from time
to time into certain DFI agreements and futures contracts in order to hedge some of their exposure
to foreign currency fluctuations. However, they remain highly exposed to risks associated with the
fluctuation of the Argentine Peso.
In addition, foreign exchange controls affect the ability of Argentine companies to pay for imported
goods and services, which may affect our ability to procure essential inputs and affect our
subsidiaries’ operations, results and cash flows.
Economic and political developments in Argentina, and future policies of the Argentine
government may affect the economy as well as the operations of the media industry.
The Argentine government has historically exercised significant influence over the economy. The
Argentine government may promulgate numerous, far-reaching regulations affecting the economy
and media companies in particular.
Since assuming office on 10 December 2019, the current administration has announced a range
of economic and policy reforms. As of the date hereof, the long-term impact of these measures
and any future measures taken by the current administration on the Argentine economy remains
uncertain.
In August 2020, Decree No. 690/20 declared ICT services as an essential public service and
imposed tariff regulations on such servicesintroducing the possibility of involvement by that
agency in the price negotiations between content on such services and signal providers, such as
our subsidiary ARTEAR. Decree No. 690/20 has been subject to several legal proceedings
challenging its constitutionality and, as of the date hereof, the federal judiciary has suspended its
effects until 8 September 2023.
On 13 March 2020, the Minister of Economy addressed a letter to the Paris Club members
expressing Argentina’s decision to postpone until 5 May 2021 the US$2.1 billion payment
originally due on 5 May 2020, in accordance with the terms of the settlement agreement the
Republic had reached with the Paris Club members on 29 May 2014 (the “Paris Club 2014
Settlement Agreement”).
57
On 22 June 2021, the Minister of Economy announced that Argentina had obtained a “time bridge”
within the framework of the Paris Club negotiations, consequently avoiding default. In October
2022, the Argentine government and the Paris Club agreed to reschedule 100% of the total
amounts of principal and interest due by Argentina (estimated at US$1,972 billion) and reduce
the applicable interest rates.
During the first quarter of 2022, the Argentine government reached a new agreement with the
International Monetary Fund (“IMF”) in order to renegotiate the principal maturities of the US$
44.1 billion disbursed between 2018 and 2019 under a SBA, originally planned for the years 2021,
2022 and 2023. On 28 January 2022, the IMF and the Argentine authorities reached an
understanding on key policies as part of their ongoing discussions on an IMF-supported program.
On 4 March 2022, the Argentine government reached a staff-level agreement with the IMF and a
bill was sent to the Argentine Congress. On 11 March 2022, the lower house of the Argentine
Congress passed and sent to the Senate the bill that supports the agreement between Argentina
and the IMF under the extended fund facility arrangement. On 17 March 2022, the Senate
approved the agreement. On 19 September and 2 December 2022, the IMF staff and the
Argentine authorities reached a staff-level agreement on the second and third reviews,
respectively, under the extended fund facility arrangement. After that, on 7 October and 22
December 2022, the IMF Executive Board completed the second and third reviews, respectively,
of the extended arrangement under the extended fund facility. We cannot assure the Argentine
government will be successful in future negotiations with the IMF, which could affect the Argentine
economy’s ability to implement reforms and public policies and boost economic growth or the
impact the result of such negotiations will have in Argentina’s ability to access international capital
markets (and indirectly in our ability to access those markets). Moreover, the long-term impact of
these measures and any future measures taken by the Argentine government on the Argentine
economy as a whole remains uncertain. It is possible that such reforms could be disruptive to the
economy and adversely affect the Argentine economy and, consequently, our business, results
of operations and financial condition. We are also unable to predict the measures that the
Argentine government may adopt in the future, and how they will impact on the Argentine
economy and our results of operations and financial condition.
In the event of any economic, social or political crisis, companies operating in Argentina may face
the risk of strikes, expropriation, nationalisation, mandatory amendment of existing contracts, and
changes in taxation policies including tax increases and retroactive tax claims. In addition,
Argentine courts have sanctioned modifications on rules related to labour matters, requiring
companies to assume greater responsibility for the assumption of costs and risks associated with
sub-contracted labour and the calculation of salaries, severance payments and social security
contributions. Since we operate in a context in which the governing law and applicable regulations
change frequently, also as a result of changes in government administrations, it is difficult to
predict if and how our activities will be affected by such changes.
Further, presidential and federal congressional elections in Argentina will be held in October 2023,
and their impact on the future economic and political environment is uncertain. No assurances
can be made as to the policies that may be implemented by a new Argentine administration, or
that political developments in Argentina, will not adversely affect the Argentine economy or our
business, financial condition or results of operations. In addition, we cannot assure you that future
economic, regulatory, social and political developments in Argentina will not impair our business,
financial condition or results of operations, or cause the market value of our shares to decline.
We cannot assure that future economic, regulatory, social and political developments in Argentina
will not adversely affect our business, financial condition or results of operations, or cause the
decrease of the market value of our securities.
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Inflation could accelerate, causing adverse effects on the economy and negatively
impacting our subsidiaries’ margins and/or ratios.
Pursuant to IAS 29, Argentina has a hyperinflationary economy. Inflation has continuously
increased since 2005. There can be no assurance that inflation rates will not be higher in the
future. Furthermore, the National Institute of Statistics and Census (“INDEC”) has experienced
periods of political interventionism that raised serious concerns about the reliability of the data
published by that agency. Future political intervention in the INDEC could jeopardise the agency’s
autonomy and therefore affect the reliability of the statistics it publishes.
In addition, various factors in the international economic and financial context, such as COVID-
19 pandemic, the military conflict between Russia and Ukraine and the turbulence in international
financial markets caused by rising inflation, particularly in the United States and Europe, had a
negative impact on emerging economies such as Argentina. The National Consumer Price Index
(“CPI”) variation was of 94.8% in 2022, 50.9% in 2021 and 36.1% in 2020. Efforts made by the
Argentine government to contain and reduce inflation have not achieved the desired results and
inflation remains a significant problem for the Argentine economy. If the value of the Argentine
Peso cannot be stabilised through fiscal and monetary policies, an increase in inflation rates could
be expected.
Because the majority of our revenues are denominated in Pesos, any further increase in the
inflation rate not accompanied by a parallel increase in our subsidiaries’ prices would decrease
our revenues in real terms and adversely affect our results of operations. Further, higher inflation
rates generally lead to a reduction in the purchasing power, thus increasing the likelihood of a
lower level of demand for our subsidiaries’ products and services in Argentina.
The Argentine government may exercise greater intervention in private sector companies.
In November 2008, Argentina nationalised its private pension and retirement system and
appointed the National Social Security Administration (“ANSES”) as its administrator, which
affected the access to financing in capital markets for publicly traded companies as well as the
liquidity of their securities within the market. Argentina’s nationalisation of its pension and
retirement system constituted a significant change in the Argentine government’s approach
towards Argentina’s main publicly traded companies. A significant portion of the public float of
certain Argentine publicly traded companies is currently owned by the Argentine government
through ANSES-FGS, including the Company. The Argentine government exercised in the past,
and may exercise in the future, influence over corporate governance decisions of companies in
which it owns shares by combining its ability to exercise its shareholder voting rights to designate
board and supervisory committee members with its ability to dictate tax and regulatory matters.
The Argentine government exercised in the past, and may exercise in the future, decisions to
intervene private companies in financial distress. We cannot predict whether the current
administration or future administrations will take similar or further measures, including
nationalisation, expropriation and/or
in
companies. Government intervention in the industries in which we operate could create
uncertainties for investors in public companies in Argentina, including the Company, as well as
have a material adverse effect on our business, financial condition, and results of operations.
increased Argentine governmental
intervention
Although Argentina’s economy grew during 2022 and 2021, it experienced contractions in
the past and may contract in the future due to international and domestic conditions, which
may adversely affect our operations.
The Argentine economy has experienced significant volatility in the past few years and recent
decades, characterised by periods of low or negative GDP growth, high and variable levels of
inflation and currency devaluation. Argentina’s economy grew during the last two years, but
59
experienced a marked contraction during 2020 and the country’s economy remains unstable
notwithstanding the efforts by the Argentine government to address inflation and the constraints
on the country’s foreign exchange reserves and related pressure on the value of the Peso.
Substantially all of our subsidiaries’ operations, properties and customers are located in
Argentina, and, as a result, our business is, to a large extent, dependent upon economic and legal
conditions prevailing in Argentina. If economic conditions in Argentina were to further deteriorate,
they could have an adverse effect on our results of operations, financial condition and cash flows.
Global financial instability, any further economic global downturn due to COVID-19, the
international conflict between Russia and the Ukraine or global economic conditions, any future
increases in the interest of the United States and other developed countries and any other global
economic events may impact the Argentine economy and prevent Argentina from returning to a
path to growth, or could aggravate the current recession with consequences in the trade and fiscal
balances and in the unemployment rate. Although Argentina’s economy has recovered during
2021 and 2022, Argentina’s economic growth was impacted by this deterioration of the global
macroeconomic situation.
Argentina’s economy may be negatively affected in the future by several domestic factors such
as an appreciation of the real exchange rate which could affect its competitiveness, reductions
and even reversion of a positive trade balance, which, combined with capital outflows could
reduce the levels of consumption and investment resulting in greater exchange rate pressure.
Additionally, abrupt changes in monetary and fiscal policies or foreign exchange regime could
rapidly affect local economic output, while lack of appropriate levels of investment in certain
economy sectors could reduce long-term growth. Access to the international financial markets
could be limited. Consequently, an increase in public spending not correlated with an increase in
public revenues could affect Argentina’s fiscal results and generate uncertainties that might affect
the economy’s growth level.
In February 2022, Russian troops invaded the Ukraine. The severity and duration of the ongoing
military conflict are highly unpredictable, and the conflict has led to sanctions being levied by the
United States, the European Union and other countries against Russia, with additional potential
sanctions threatened and/or proposed. Russia’s military incursion and the resulting market
volatility could adversely affect the global economy and financial markets and, therefore, our
business, financial condition or results of operations. The extent and duration of the military
conflict, sanctions and resulting market disruptions are impossible to predict, but could be
substantial. Any such disruptions caused by Russian military action or resulting sanctions may
magnify the impact of other risks described herein and may result in compliance and operational
challenges for the Company.
In addition to the severe social and market disruption at a global scale during 2020 caused by the
COVID 19 outbreak, in recent years, several trading partners of Argentina (such as Brazil, Europe
and China) have experienced significant slowdowns or recession periods in their economies.
These slowdowns intensified during 2020. While the vast majority of economies recovered during
2022, if such slowdowns or recessions were to recur, this may impact the demand for products
coming from Argentina and hence affect its economy. Additionally, there is uncertainty as to how
the trade relationship between the Mercosur member States will unfold, in particular between
Argentina and Brazil. We cannot predict the effect on the Argentine economy and our operations
if trade disputes arise between Argentina and Brazil, or in case either country decided to exit the
Mercosur.
In addition, the global macroeconomic environment is facing challenges. There is considerable
uncertainty over the long-term effects of the monetary and fiscal policies adopted by the central
banks and financial authorities of some of the world’s leading economies, including the United
States, Europe and China. Some of these monetary measures have impacted negatively on
financial markets during 2022. There have been concerns over unrest and terrorist threats in the
60
Middle East, Europe and Africa and over the conflicts involving Iran, the Ukraine, Russia, Syria
and North Korea. Moreover, political and social crises arose in several countries of Latin America
during 2019, as the economy in much of the region has slowed down after almost a decade of
sustained growth, among other factors. There have also been concerns on the relationship among
China and other Asian countries, which may result in or intensify potential conflicts in relation to
territorial disputes, and the possibility of a trade war between the United States and China.
If international and domestic conditions for Argentina were to worsen due to the aforementioned
factors, the Argentine economy could be negatively affected as a result of lower international
demand and lower prices for its products and services, higher international interest rates, lower
capital inflows and higher risk aversion, which may also adversely affect our business, results of
operations, financial condition and cash flows.
Public Health crises and measures that may be implemented by the Argentine government
in response, could have an adverse effect on our business operations.
We are subject to risks related to public health crises, such as the COVID-19 pandemic, which
had an adverse effect on the operating results of our subsidiary mainly in 2020 and 2021. As a
result, our business, financial condition and results of operations could be materially affected by
a crisis, like the COVID-19 pandemic, that could significantly impact the way customers use and
pay for our products and services, the way our employees provide services to our customers, and
the ways that our partners and suppliers provide products and services to us. For example, in
response to the COVID-19 pandemic, there were public and private sector policies and initiatives
to reduce the transmission of COVID-19, all of which occurred in the context of a related global
slowdown in economic activity. While the Argentine government determined that media services
constitute essential services, our subsidiaries’ operations were affected by a decline in the sale
of advertising in all the media of Grupo Clarín, mainly due to cuts in our customers’ advertising
budgets, a drop in circulation, with an impact on subscriptions as from the second quarter of the
year and an increase in the overdue collection of receivables. Television audience levels were
affected by the lack of production of certain contents for prime time, which were suspended due
to the pandemic. Our subsidiaries Autosports, Pol-ka and Cúspide were forced to reduce or
suspend most of their operations and the commercialization of their products. In the case of Pol-
ka, the economic impact was very significant. During the COVID-19 pandemic, that company was
unable to produce any new content and underwent severe difficulties in meeting its financial,
commercial and labour commitments.
A new public health crisis could significantly increase the probability or consequences of the risks
our business faces in ordinary circumstances, such as risks associated with our supplier and
vendor relationships, risks of an economic slowdown, regulatory risks, and the costs and
availability of financing.
Argentina’s ability to obtain financing from international markets is limited, which could
affect its capacity to implement reforms and sustain economic growth.
Argentina has experienced financial distress since its default on certain debt payments in 2001,
2014 and 2020. During 2020, the Argentine government entered into negotiations with its creditors
to restore the sustainability of its external public debt. By August of that year, the Argentine
government restructured approximately US$66.5 billion of its U.S. Dollar-denominated global
bonds.
On 28 January 2022, the Argentine government and the IMF announced that they had reached
an understanding on key policies as part of their ongoing discussions relating to an IMF-supported
program. Later, on 3 March 2022, the IMF and the Argentine government reached a staff-level
agreement on the economic and financial policies to be supported by a 30-month extended fund
facility arrangement (the “EFF Agreement”), which was approved by the Argentine Congress
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through Law No. 27,668 on 17 March 2022, and enacted by Decree No. 130/22. Subsequently,
the executive board of the IMF approved the EFF Agreement for an amount equivalent to US$44
billion, including an immediate disbursement of US$9.6 billion. On 19 September 2022, IMF staff
and the Argentine authorities reached a staff-level agreement on an updated macroeconomic
framework and associated policies needed to complete the second review under Argentina’s 30-
month EEF Agreement. On 17 October 2022, the IMF Executive Board approved the EEF
Agreement, enabling disbursements of an amount of up to US$3.9 billion.
On 28 October 2022, the Minister of Economy announced a new agreement with the Paris Club,
which is an addendum to the Paris Club 2014 Settlement Agreement. This new agreement
recognizes a principal amount of US$1.971 billion, extending the repayment period to thirteen
semi-annual installments, starting in December 2022 to be repaid in full in September 2028. As
part of the agreement, the interest rate applicable to the first three installments was reduced from
9% to 3.9%, with subsequent gradual increases to 4.5%. The payment profile implies semi-annual
payments averaging US$170 million (principal and interest included). Over the next two years,
Argentina will repay 40% of the principal amount outstanding.
We cannot assure you that the EFF Agreement will not affect Argentina’s ability to implement
reforms and public policies and boost economic growth. In addition, the long-term impact of these
measures and any future measures taken by the current government on the Argentine economy
remains uncertain.
Despite the restructuring of Argentina’s public debt carried out between 2020 and 2022,
international markets remain cautious about Argentina’s debt sustainability and, as a result,
country risk indicators remain high. There can be no assurance that Argentina’s credit ratings will
remain in place or otherwise be downgraded, suspended or cancelled. Any downgrade,
suspension or cancellation of Argentina’s sovereign debt rating may have an adverse effect on
the Argentine economy and our business.
Without renewed access to financial markets the Argentine government may not have the
financial resources to implement reforms and drive growth. Argentina’s inability to obtain credit in
international markets could have a direct impact on our ability to access those markets to finance
our operations and our growth, including the financing of capital expenditures, which would
adversely affect our financial condition, results of operations and cash flows. In addition, we
cannot predict the outcome of any future restructuring of Argentine sovereign debt. The Company
does not have material investments in Argentine sovereign bonds as of 31 December 2022. Any
new event of default by the Argentine government could adversely affect the Argentine economy
and, consequently, our business and results of operations.
The Argentine banking system may be subject to instability, which may affect our
operations.
In recent years, the Argentine financial system grew significantly with a marked increase in loans
and private deposits, showing a recovery of credit activity. Such recovery has been severely
impacted by the COVID-19 pandemic. Although the financial system’s deposits continue to grow
in nominal terms, they are mostly short-term deposits and the sources of medium and long-term
funding for financial institutions are currently limited. In 2022, nominal private deposits in Pesos
increased 96.5% year-over-year (fuelled by the growth of nominal time deposits, with a 123.8%
increase). During the same period, loans in foreign currency (composed mainly of corporate
loans) evidenced a decrease of 11.8%. In 2022, private deposits in U.S. dollars increased by
3.64%.
Financial institutions are particularly subject to significant regulation from multiple regulatory
authorities, all of which may, among other things, establish limits on commissions and impose
sanctions on the financial institutions. The lack of a stable regulatory framework, or changes to
62
such regulatory framework by the government, could impose significant limitations on the
activities of the financial institutions and could induce uncertainty with respect to the financial
system stability.
The persistence of the current economic crisis or the instability of one or more of the larger banks,
public or private, could have a material adverse effect on the prospects for economic growth and
political stability in Argentina, resulting in a loss of consumer confidence, lower disposable income
and fewer financing alternatives for consumers. These conditions would have a material adverse
effect on us by resulting in lower demand for our subsidiaries’ products and services, lower sales
of devices and the possibility of a higher level of uncollectible accounts or an increase in the credit
risk of the counterparties regarding our subsidiaries’ investments in local financial institutions.
In addition, exchange controls and restrictions on transfers abroad and capital inflows limit the
availability of international credit.
We are subject to Argentine and international anti-corruption, anti-bribery and anti-money
laundering laws. Our failure to comply with these laws and programs could result in
penalties, which could harm our reputation and have an adverse effect on our business,
financial condition and results of operations.
The United States Foreign Corrupt Practices Act of 1977, the Organisation for Economic Co-
Operation and Development Anti-Bribery Convention, the Argentine Corporate Criminal Liability
Law (Ley de Responsabilidad Penal Empresaria) and other applicable anti-corruption laws
prohibit companies and their intermediaries from offering or making improper payments (or giving
anything of value) to government officials and/or persons in the private sector for the purpose of
influencing them or obtaining or retaining business and require companies to keep accurate books
and records and maintain appropriate internal controls. In particular, the Argentine Corporate
Criminal Liability Law provides for the criminal liability of corporate entities for criminal offences
against public administration and transnational bribery committed by, among others, its attorneys-
in-fact, directors, managers, employees or representatives. Failure to comply with any anti-
corruption, anti-bribery or anti-money laundering laws or economic and trade sanctions programs
could subject our subsidiaries and/or us to legal and reputational consequences, including civil
and criminal penalties.
It may be possible that, in the future, there may emerge in the press allegations of instances of
misbehaviour on the part of former agents, current or former employees or others acting on our
behalf or on the part of public officials or other third parties doing or considering business with us.
We will endeavour to monitor such press reports and investigate matters that we believe warrant
an investigation in keeping with the requirements of compliance programs, and, if necessary,
make disclosure and notify the relevant authorities. However, any adverse publicity that such
allegations attract may have a negative impact on our reputation and lead to increased regulatory
scrutiny of our business practices.
If we or individuals or entities that are or were related to us are found to be liable for violations of
applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts
or inadvertence of others), we or other individuals or entities could face civil and criminal penalties
or other sanctions, which in turn could have a material adverse impact on our reputation,
business, financial condition and results of operations.
63
Risks Relating to the Company and its Operations
Our subsidiaries or their counterparties may become subject to burdensome regulations,
ordinances and laws affecting certain of their products or services, which could adversely
affect their operations.
We sell programming content to broadcast and subscription television providers, which in
Argentina are subject to regulations governing Information and Communications Technology
(“ICT”) services. Until August 2020, the Digital Argentina Law (“LAD”) established that licensees
of ICT services may freely set their prices, which shall be fair and reasonable, to offset the costs
of exploitation and to tend to the efficient supply and reasonable margin of operations.
However, on 22 August 2020, the Argentine Executive Branch issued Decree No. 690/20
amending the LAD. Decree No. 690/20 declared ICT services (which include cable and satellite
television providers) as “Essential and Strategic Competition Public Services”, and empowered
ENACOM to ensure accessibility. Decree No. 690/20 further established that (i) the prices of the
Essential and Strategic Competition Public ICT Services, (ii) the prices of those services provided
in accordance with the Universal Service, and (iii) the prices of those services determined by
ENACOM for public interest reasons, shall be regulated by ENACOM. Moreover, Decree No.
690/20 established that ENACOM is the agency responsible for the enactment of any regulation
related to the ICT’s Basic Universal Services (“PBUs,” for its Spanish acronym), and also
suspended any price increases or changes set or announced by the ICT’s licensees from 31 July
2020 to 31 December 2020. Decree No. 690/20 has been ratified by the Argentine Congress
under Law No. 26,122 and has been regulated through ENACOM Resolutions Nos. 1,466/20 and
1,467/20.
Resolution No. 1,466/20, among other things, allows ICT licensees providing, among other
services, subscription broadcasting services through physical, radio-electric or satellite link, to
increase retail prices for services up to 5% during January 2021. In order to establish the
percentages approved, licensees must consider the prices effective as of 31 July 2020 as the
price of reference. Such Resolution also provides that ICT Services Licensees may request a
higher increase, on an exceptional basis in accordance with the provisions of Section 48 of the
LAD.
Said Resolution also provides that ICT licensees that hold registrations for Internet Access Value
Added Service, subscription broadcasting services by physical and/or radio-electric link and
audiovisual communication subscription services by satellite link, shall notify the enforcement
authority about any and all changes in retail prices they intend to make to their plans, prices and
commercial terms in effect, SIXTY (60) calendar days in advance of their implementation.
Resolution No. 1467/2020 regulates the Mandatory Universal Basic Service set forth by Decree
No. 690/2020 for the different services provided by ICT service licensees, establishing the price
and characteristics of each plan. Said Resolution also sets out the persons that are eligible to
receive those services. Subscription television service licensees are under the obligation to apply
discounts to a plan and programming grid that already exist, which prevents them from creating
a specific and less expensive grid to comply with the Mandatory Universal Basic Service.
ENACOM Resolution No. 1,491/2020 issued on December 24, 2020, approved the new General
Rules Governing Physical Radio-Electric and/or Satellite Link Subscription Broadcasting
Services. Even though the new General Rules maintain the onerosity of all the broadcast
television services and signals that fall within the scope of the “must carry” regime (signals and
services subject to mandatory retransmission) by the providers of subscription television services,
they introduce the concept of “fair, equitable and reasonable price” and implement a dispute
resolution procedure in case of disagreement between signal holders and distributors (by
64
physical, radio-electric or satellite link) to be brought before the ENACOM, whereby the parties
are deemed to have voluntarily accepted to be subject to this procedure.
In addition, the General Rules provide that in the event that signal holders and physical, radio-
electric and/or satellite link subscription television licensees do not settle their dispute, distributors
shall include the signal in the programming grid at the price set by ENACOM’s Board based on
the information gathered during the proceeding. The price and the settlement procedure is
applicable to any signal, including those which are not subject to mandatory retransmission.
In addition, the General Rules also provide that the commercialization of one signal may not be
conditional on the acquisition of other signals and, in the case of sales of signal packages,
the price must include a breakdown of each of the signals included in the package.
Our legal advisors believe that the ENACOM is not empowered to set the price of a signal and
that it would be arbitrary and unconstitutional if the agency imposed a price on the owner of
contents that does not voluntarily agree to the settlement proceeding.
However, if ENACOM’s position prevails, the operations and economic and financial condition of
our subsidiary ARTEAR, which owns several cable television signals and is therefore a provider
of contents to subscription television services via physical, radio-electric or satellite link, may be
adversely affected. ARTEAR, with the assistance of its legal advisors, is analysing the actions
that may be necessary in order to protect its rights.
We operate in a competitive environment that is experiencing changes in the way content
is consumed, which may result in a reduction in our market share in the future.
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.
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.
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.
Increased competition
through new
In particular, an increasing number of global players offer their broadcasting content through
digital “Over The Top” (OTT) platforms in the markets where we operate. OTT platforms compete
with our subsidiaries for audience share. A decrease in audience share and consumption of
traditional linear TV may negatively affect our advertising revenues in the broadcasting segment.
Future technological developments may result in decreased customer demand for certain of our
products or services, in particular print media, or even render them obsolete. In addition, as new
technologies develop, equipment may need to be replaced or upgraded, at substantial cost, to
remain competitive. These enhancements and the implementation of new technologies will
continue requiring increased capital expenditures. The macroeconomic situation in Argentina
may adversely affect our ability to successfully invest in, and implement, new technologies,
coverage and services in a timely fashion. Accordingly, we cannot assure you that we will have
the ability to make needed capital expenditures and operating expenses. If we are unable to make
these capital expenditures, or if our competitors are able to invest in their businesses to a greater
degree and/or faster than we are, our competitive position will be adversely impacted.
Moreover, the products and services that we offer may fail to generate revenues or attract and
retain customers. If our competitors present similar or better products and services, our revenues
may be materially affected. Competitiveness is and will continue to be affected by our competitors’
65
business strategies and alliances. We may face additional pressure on the prices that we charge
for our products and services or experience a loss of market share. In addition, the general
business and economic climate in Argentina may affect us and our competitors differently; thus
our ability to compete in the market could be adversely affected. Even though the Company grew
and developed in recent years in a highly competitive market, because of the range of business
and economic uncertainties we face, it is difficult for us to predict with precision and accuracy our
future market share in relevant geographic areas and customer segments, the possible drop in
our customer’s consumption that could result in a reduction of our revenue market share, the
speed with which such change in our market share or prevailing prices for services may occur or
the effects of competition. Those effects could be material and adverse to our overall financial
condition, results of operations and cash flows.
Digital Advertising is increasingly concentrated in global players, and as our traditional
media evolves into digital media, competing with large digital companies may negatively
impact our Advertising Revenues.
Due to the increasing relevance of our digital media, revenues from digital advertising in the digital
and printed publications segment have been steadily increasing their share of our total advertising
revenues, while traditional advertising revenues have declined as a result of the shift in
consumption of printed media by our readers.
Unit values for digital advertising are significantly lower than the unit values for traditional
advertising. While in the traditional advertising market we compete with other similarly-sized or
smaller local companies, in the case of digital advertising our competitors are global companies
that are significantly larger than us.
While we accompany the digital transformation in the industry, the difference in size and
resources of our digital advertising competitors could severely affect our competitive position and
as, a result, our financial position, results of operations and cash flows.
Our revenues are cyclical and depend upon the condition of the Argentine economy.
Revenues generated by our subsidiaries have proven cyclical and depend on general economic
conditions. In the past, a general economic downturn in Argentina has had, and would be
expected to have in the future, a negative effect on our revenues and a material adverse effect
on the results of our operations. Historically, for example, increases in losses of advertisers have
corresponded with general economic downturns and regional and local economic recessions.
Most of our revenues are denominated in Argentine pesos, exposing us to risks related with
fluctuations in the value of the Argentine peso.
Supply chain disruptions affecting the importation of raw materials and other inputs may
negatively affect our operations.
Some of our subsidiaries’ revenues and operations depend on the provision of imported materials
that cannot be obtained in the domestic market. In recent years, increasing logistical problems,
including regulatory and de facto restrictions on imports, have increased the cost and affected
timely procurement of imported materials. Increased restrictions to the availability of imported
goods may affect the revenues of some of our subsidiaries, as well as their operations, results,
and cash flows.
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Our operations and financial condition could be affected by future union negotiations,
Argentine labour regulations and governmental measures requiring private companies to
increase salaries or otherwise provide workers with additional benefits.
In Argentina, labour organisations have substantial support and considerable political influence.
In recent years, the demands of labour organisations engaged with our subsidiaries have
increased mainly as a result of the increase in the cost of living, which was affected by increased
inflation, higher tax pressure over salaries and the consequent decline in the population’s
purchasing power.
If we are unable to reach agreements with the unions on work conditions, or in case of a lack of
recognition among union associations, we may be adversely affected by individual labour claims,
class actions, higher union contributions expenses, union conflicts, direct action measures and
general impacts to our operations that may also affect the quality of our products and services
and our reputation.
The Argentine government has enacted laws and regulations requiring private sector companies
to maintain certain salary levels and provide their employees with additional benefits. On 13
December 2019, the Argentine government declared a labour emergency for a 180-day term. In
this context, the Argentine government doubled the amount of the statutory severance payments
payable to employees hired before 13 December 2019 and dismissed between 13 December
2019 and 13 June 2020. The layoff prohibition was extended pursuant to Decree No. 528/20 and
Decree No. 961/20. Decree No. 39/21, in effect until 27 April 2021, extended the prohibition of
dismissals without just cause or based on lack or reduction of work and force majeure, as well as
the prohibitions to suspensions for economic reasons, except for suspensions made under the
terms of Section 223 bis of the Labour Contract Law (agreements between employers and
employees later approved by the Ministry of Labour, made either individually or collectively with
the purpose of suspending employment for lack or reduction of work due to no fault from the
employer), which are not affected by the prohibition.
Likewise, Decree No. 39/21 extended the occupational emergency until 31 December 2023, but
dismissals are no longer prohibited and the obligation to pay double severance has expired.
In September 2022, the National Labour Court of Appeals in Buenos Aires issued Resolution No.
2764, changing the way the National Labour Courts of the Federal Capital (Justicia Nacional del
Trabajo de la Capital Federal) calculates interest on labour claims. Pursuant to Resolution No.
2764, interest on labour claims shall be capitalised every twelve months, starting on the date such
claim is filed and until the date of its final settlement. Resolution No. 2764 is not binding on lower
courts and, therefore, it has been applied inconsistently.
The Argentine government may adopt new measures that determine salary increases or
additional benefits for workers, and workers and their unions may pressure employers to comply
with such measures. Any salary increase or additional benefit could result in an increase in costs
and a decrease in the results of the operations of Argentine companies, including those of our
subsidiaries. Further, future extensions of the prohibition of layoffs and dismissals due to force
majeure or lack of or decreased work or the duplication of the statutory severance payments to
dismissed employees may affect the efficiency of our subsidiaries’ employees and therefore its
costs and results of operations.
The enforcement of the Law for the Promotion of Registered Labour and Prevention of
Labour Fraud may have a material adverse effect on us.
The Law for the Promotion of Registered Labour and Prevention of Labour Fraud (Ley de
Promoción del Trabajo Registrado y Prevención del Fraude Laboral), among other things,
establishes a Public Record of Employers subject to Labour Sanctions (“Repsal”) and defines a
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series of labour and social security infringements as a result of which an employer shall be
included in the Repsal.
The employers included in the Repsal are subject to sanctions, such as: the inability to access
public programs, benefits, subsidies or credit from state-owned banks, the inability to enter into
contracts and licenses of property owned by the Argentine government, or the inability to
participate in the awarding of concessions of public services and licenses. Employers that commit
the same infringement for which they were added to the Repsal within a 3-year period after the
final first decision imposing sanctions cannot deduct from the Income Tax the expenses related
to their employees while such employer continues to be included in the Repsal. This new
regulation applies to our subsidiaries and their contractors and subcontractors, whose employees
could initiate claims against our subsidiaries for direct or indirect responsibility.
As of the date of the Company’s Annual Report, none of our subsidiaries have any sanctions
registered in the Repsal. However, if sanctions are applied in the future, they could have a
significant impact on such subsidiaries’ financial position, result of operations and cash flows.
A cyberattack, could adversely affect our business, balance sheet, results of operations
and cash flow.
Information security risks have increased in recent years as a result of the proliferation of new
and more sophisticated technologies and also due to cyberattack activities. As part of the
Company’s ongoing development and initiatives, more equipment and systems have been
connected to the Internet. The Company also relies on digital technology, including information
systems, to process financial and operational information. Due to the nature of our business and
the greater accessibility allowed through Internet connection, the Company could face an
increased risk of cyberattacks. In the event of a cyberattack, the Company could experience an
interruption of its commercial operations, material damage and loss of customer information,
reputational loss; a substantial loss of income, suffering response costs and other economic
losses; and it could subject us to more regulation and litigation, affecting our reputation. As a
result, a cyberattack could adversely affect our business, results of operations and financial
condition.
Also, during 2022, we and our subsidiaries have continued to apply a hybrid work mode for our
employees. This new working methodology and the exponential growth of the digital collection
channels, requires the implementation of several new measures in order to grant security in both
virtual and on-presmises operations, which were all implemented successfully. Although our
subsidiaries have adopted all required measures to ensure the proper functioning of their
operating systems, as well as to ensure their customers’ information, no assurance can be given
that they will not be subject to any cyberattacks that could adversely affect our business and result
of operations.
As of the date of the Company’s Annual Report, our subsidiaries’ insurance policies do not cover
damages caused by cyberattacks and other similar events.
Operational risks could adversely affect our reputation and our profitability.
The Company’s subsidiaries face operational risks inherent in their business, including those
resulting from inadequate internal processes; fraud; employee errors or misconduct; failure to
comply with applicable laws and regulations; the loss, lack of security in the treatment of, or
improper use of confidential information; improper access to corporate systems; lack of sufficient
skilled resources to support the evolutions of the business; failure to document transactions
properly; systems failures (including our systems and the implementation of corporate systems);
inadequate management of goods and materials in disuse that could become hazardous waste;
excessive dependence on certain providers with which a large number of operations are
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concentrated due to the exclusivity of the technology or service they provide, economic
convenience or for strategic reasons; among others. Moreover, certain assets of the Company or
its subsidiaries could be damaged by acts of vandalism or theft of components or by works of
third parties on public thoroughfare that damage infrastructure that do not have a second safety
path to provide the service. These events could result in direct or indirect losses, inaccurate
information for decision making, adverse legal and regulatory proceedings, technical failures in
the Company’s ability to provide its services, damages to third parties, shortcomings in the
creation of more respectful and plural environments, inadequate management of new business
developments and harm our reputation and operational effectiveness, among others.
Our subsidiaries maintain insurance policies to cover their main assets, particularly their
properties. If economic and financial conditions in Argentina were to deteriorate (i.e. devaluation,
inflation, etc.), the insurance coverage may not be representative of the market value of the
properties, which could result in losses for the Company.
Our subsidiaries’ suppliers of goods and services are contractually obliged to comply with laws
and regulations (including tax, labour, social security, anti-corruption, money laundering
standards, etc.). Additionally, such suppliers shall comply with a set of conduct standards, such
as codes of ethics, and must require similar compliance by their employees and subcontractors.
Despite these legal safeguards and monitoring efforts made by our subsidiaries in relation to their
suppliers, we cannot assure you that they will comply with all applicable regulations. As a result,
we could be adversely affected despite our subsidiaries’ contractual rights to claim for
compensations for damages that suppliers could cause them.
Even though our subsidiaries apply risk management practices at the highest levels, we can give
no assurances that these measures will be successful in effectively mitigating the operational
risks that they face. Failure to prevent such risks could harm our reputation and have a material
adverse effect on our business, results of operations and financial condition.
Environmental risks and climate change legislation or regulations restricting emissions of
greenhouse gases (“GHGs”) and legal frameworks promoting an increase in the
participation of energies from renewable sources could significantly impact our business
and result in increased operating costs.
Extreme weather events precipitated by long-term climate change have the potential to disrupt
suppliers’ ability to provide products and services required for the development of our business
or cause our subsidiaries to incur significant expenditures to respond to and mitigate the effects
of climate change. Any such disruption or preventive or remedial response could increase our
subsidiaries’ costs and have a negative effect on their operating results. In the context of long-
term climate change, compliance with legal and regulatory changes relating to such climate
change, including those resulting from the implementation of international treaties, may in the
future increase our subsidiaries’ costs to operate and maintain their facilities, install new emission
controls in their facilities or administer and manage any GHG emissions program.
In December 1993, Argentina approved the United Nations Framework Convention on Climate
Change (“UNFCCC”) through Law No. 24,295. The UNFCCC, which became effective on 21
March 1994, deals with the stabilisation of GHG concentrations in the atmosphere at a level that
would prevent dangerous anthropogenic interference with the climate system.
On 16 February 2005, the Kyoto Protocol to the UNFCCC (“Protocol”) entered into force. This
Protocol, which deals with the reduction of certain GHGs (carbon dioxide, methane, nitrous oxide,
hydrofluorocarbons, perfluorocarbons and sulphur hexafluoride) in the atmosphere, was effective
until 2020 as a consequence of the ratification of the Doha Amendment to the Protocol.
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Argentina approved the Protocol through Law No. 25,438 on 20 June 2001, and the Doha
Amendment through Law No. 27,137 on 29 April 2015.
The 2015 United Nations Climate Change Conference adopted by consensus the Paris
Agreement, which is known to be the successor of the Protocol. The Paris Agreement deals with
GHG emission reduction measures, targets to limit global temperature increases and requires
countries to review and “represent a progression” in their intended nationally determined
contributions. Countries agreed they will aim to achieve the long-term goal to limit global warming
to below 2°C above pre-industrial levels, and pursue efforts to further limit the temperature
increase to 1.5°C. On 5 October 2016, the country adherence threshold for the entry into force of
the Paris Agreement was achieved. International treaties together with increased public
awareness related to climate change may result in increased regulation to reduce or mitigate
GHG emissions. Under Federal Law No. 27,270, dated 1 September 2016, Argentina approved
the Paris Agreement.
Furthermore, Argentine Law No. 26,190, as amended and supplemented by Law No. 27,191 and
its implementing decrees, established a legal framework which promotes an increase in the
participation of energies from renewable sources in Argentina’s electricity market.
Pursuant to Law No. 27,191, by 31 December 2017, 8% of the electric energy consumed in
Argentina must come from renewable sources. By 31 December 2025 the required percentage is
20%. The law sets five stages to achieve the final goal: (i) 8% by 31 December 2017; (ii) 12% by
31 December 2019; (iii) 16% by 31 December 2021; (iv) 18% by 31 December 2023; and (v) 20%
by 31 December 2025. Within this framework, the Argentine government launched the RenovAr
programs. As of 31 December 2020, 2021 and 2022, electric energy originated from renewable
sources represented 9.7%, 13% and 13.9% of the total demand, respectively, according to the
data released by the Argentine government.
More stringent environmental regulations can result in the imposition of costs associated with
GHG emissions, either through environmental agency requirements relating to mitigation
initiatives or through other regulatory measures such as GHG emissions taxation and market
creation of limitations on GHG emissions that have the potential to increase our subsidiaries’
operating costs. Revenue generation and strategic growth opportunities may also be adversely
affected. Any long-term material adverse effect on the media industry, especially the paper
production industry, due to environmental risks and climate change or climate change legislation
or regulations could adversely affect the financial and operational aspects of our business, which
we cannot predict with certainty as of the date hereof.
We and/or our management are subject to environmental and safety regulations, non-
compliance of which could result in increased costs and/or penalties for the Company
and/or its officers.
Some of the goods and facilities used in our subsidiaries’ operation are subject to federal, state
and municipal environmental and safety regulations. Failure adequately to comply with such rules
could result in fines, potential delays or inability to obtain authorization for our subsidiaries’
facilities and operations, which could have an adverse effect on our business and result in
penalties for the officers of our subsidiaries. In addition, in accordance with global trends, new
and stricter standards may be issued, or authorities may enforce or construe existing laws and
regulations in a more restrictive manner, which may force us to incur increased costs.
The Regional Agreement on Access to Information, Public Participation and Justice in
Environmental Matters in Latin America and the Caribbean, known as the Escazú Agreement,
was signed by Argentina on 27 September 2018 and became effective in April 2021. It sets
regional standards and provides guidance on the right of access to information about the
environment, public participation in environmental decision-making and legal protection and
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recourse concerning environmental matters. The Agreement provides that each party shall
ensure that guidance and assistance is provided to the public—particularly those persons or
groups in vulnerable situations, including indigenous peoples and ethnic groups—in order to
facilitate the exercise of their access rights, preparing requests and obtaining responses. It also
seeks to ensure the public’s participation in environmental decision-making processes, including
land-use planning, policies, strategies, plans, programmes, rules and regulations, which have or
may have a significant impact on the environment. To guarantee the right of access to justice in
environmental matters, the Agreement imposes on its parties, among other obligations, the
enactment of measures to facilitate the production of evidence of environmental damage, when
appropriate and as applicable, such as the reversal of the burden of proof and the dynamic burden
of proof.
Moreover, in certain cases, the duty to provide information falls directly on private organizations
that receive public funds or benefits (directly or indirectly) or that perform public functions and
services, imposing terms of 30 business days to respond or deliver relevant information.
The effects of the Escazú Agreement on our subsidiaries’ operations may include possible
requests from the public concerning company processes, such as energy consumption, effluents
and wastewater, waste treatment, recycling.
Risks Relating to our Shares and GDSs
The U.K. Listing Authority (“UKLA”), the London Stock Exchange (“LSE”) and/or the
Buenos Aires Stock Exchange (by delegated authority of BYMA) may suspend trading
and/or delist our GDSs and Class B common shares, respectively, upon occurrence of
certain events relating to our financial situation or compliance with ongoing regulatory
obligations.
The UKLA, the LSE and/or the BYMA may suspend and/or cancel the listing of our GDSs and
Class B common shares, respectively, in certain circumstances, including upon the occurrence
of certain events relating to our financial situation or compliance with ongoing regulatory
obligations.
The UKLA and the LSE may in their sole discretion determine the suitability for continued listing
and admission to trading of our GDSs in the light of all pertinent facts. Some of the factors that
may subject a company to suspension and potential delisting procedures, include, inter alia, (i)
failure to comply with continuing obligations set out in the U.K. Listing Rules (such as the
requirement to maintain a “free float” of at least 10 per cent), and (ii) an inability to accurately
assess the financial position of the company and inform the market accordingly. The UKLA and
the LSE may also suspend and ultimately cancel a company’s listing if they determine that such
action is necessary to protect investors with a view to maintaining a proper functioning of the
market.
We cannot assure you that the UKLA, the LSE and/or the BYMA will not commence any
suspension or delisting procedures in light of our financial situation or failure to comply with
ongoing regulatory obligations. A delisting or suspension of trading of our GDSs or Class B
common shares by the UKLA, the LSE and/or the BYMA, respectively, could adversely affect our
results of operations and financial conditions and cause the market value of our GDSs and Class
B common shares to decline.
Under Argentine corporate law, shareholder rights may be fewer or less well defined than
in other jurisdictions.
Our corporate affairs are governed by our bylaws and by Argentine corporate law, which differ
from the corporate regulatory framework that would apply if we were incorporated in a jurisdiction
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in the United Kingdom or in other jurisdictions outside Argentina. Thus, your rights under
Argentine corporate law that protect shareholders’ interests, especially in relation to actions by
our Board of Directors may be fewer and less well defined than under the laws of those other
jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the
Argentine securities markets may not be as highly regulated or supervised as the U.K. securities
markets or markets in other jurisdictions. In addition, rules and policies against self-dealing and
regarding the preservation of shareholder interests may be less well defined and enforced in
Argentina than in the United Kingdom, or other jurisdictions outside Argentina, putting holders of
our Class B Shares and GDSs at a potential disadvantage.
Changes in Argentine tax laws may adversely affect the tax treatment of our Shares and/or
the GDSs.
In September 2013, the Argentine income tax law was amended by Law No. 26,893 (the
“Argentine Income Tax Law”). The Argentine Income Tax Law provides that the sale, exchange
or other transfer of shares and other securities is subject to a capital gain tax at a rate of 15% for
Argentine resident individuals and foreign beneficiaries. In addition, Pursuant to Law No. 26,893,
capital gains obtained by non-Argentine residents from the sale, exchange or other disposition of
shares and other equity interests, bonds and other securities of Argentine companies were
subject to capital gains tax until December 30, 2017, even if those transactions were entered into
between non-residents.
Until the enactment of Law No. 27,430, in force since fiscal year 2018, there was an exemption
for Argentine resident individuals if certain requirements were met. However, there was no such
exemption for non-Argentine residents. For transactions made until 31 December 2017, many
aspects of the Argentine Income Tax Law as they apply to the holding and sale of GDSs still
remain unclear and they were subject to further regulation and interpretation which may adversely
affect the tax treatment of our Shares underlying GDSs and/or GDSs. The income tax treatment
of income derived from the sale of GDSs or exchanges of shares from the GDS facility may not
be uniform under the revised Argentine Income Tax Law. The possibly varying treatment of the
source of income could impact both Argentine resident holders as well as non-Argentine resident
holders.
Law No. 27,430 requires the capital gains tax to be paid for transactions carried out between
September 2013 (when taxation on the sale of shares for non-residents was introduced) and the
effective date of the tax reform, providing that no tax, however, will be due for stock exchange
transactions as long as the tax has not yet been paid due to the lack of regulations for the
withholding or collection by the stock exchange agents or intermediaries.
Consequently, holders of our Class B Shares, including in the form of GDSs, are encouraged to
consult their tax advisors as to the particular Argentine income tax consequences of owning our
Shares or the GDSs.
Our shareholders may be subject to liability under Argentine law for certain votes of their
securities.
Under Argentine law, a shareholder’s liability for losses of a company is limited to the value of his
or her shareholdings in the company. However, shareholders who have a conflict of interest with
us and who do not abstain from voting at the respective shareholders’ meeting may be liable for
damages to us, but only if the transaction would not have been approved without such
shareholders’ votes. Furthermore, shareholders who wilfully or negligently vote in favour of a
resolution that is subsequently declared void by a court as contrary to the law or our bylaws may
be held jointly and severally liable for damages to us or to other third parties, including other
shareholders.
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The price of our Class B Shares and the GDSs may fluctuate substantially, and your
investment may decline in value.
The trading price of our Class B Shares is likely to be highly volatile and may be subject to wide
fluctuations in response to various factors, many of which are beyond our control. Price
fluctuations have been largely attributed to Argentina’s most recent macroeconomic crisis and the
impact of COVID 19.
The stock markets in general have experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of the companies involved.
We cannot assure you that trading prices and valuations will be sustained. These broad market
and industry factors may materially adversely affect the market price of our Shares and the GDSs,
regardless of our operating performance. Market fluctuations, as well as general political and
economic conditions in the markets in which we operate, such as recession or currency exchange
rate fluctuations, may also adversely affect the market price of our Shares and the GDSs.
Future sales of substantial amounts of our Class B Shares and GDSs, or the perception that such
future sales may occur, may depress the price of our Class B Shares and GDSs.
Following periods of volatility in the market price of a company’s securities, that company may
often be subject to securities class-action litigation. This kind of litigation may result in substantial
costs and a diversion of management’s attention and resources, which would have a material
adverse effect on our business, results of operations and financial condition.
Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina
may impair your ability to receive dividends and distributions on, and the proceeds of any
sale of, the Class B Shares underlying the GDSs.
On 1 September 2019, the Argentine government issued Executive Decree No. 609/19 (as
amended) which, inter alia, reinstated certain foreign currency exchange restrictions, most of
which had been progressively repealed as from 2015. Decree No. 609/19 was further regulated,
amended and complemented by several regulations issued by the BCRA (included, but not limited
to, Communication “A” 6844, as further amended, supplemented and restated). Since then, the
Argentine government implemented monetary and foreign exchange control measures that
included restrictions on the transfer of funds abroad, including dividends, without prior approval
by the BCRA or fulfilment of certain requirements.
In line with the restrictions that were in place in the past, the BCRA issued new regulations setting
forth certain limitations on the flow of foreign currency into and from the Argentine foreign
exchange market, aimed both at generating economic stability and supporting the country’s
economic recovery.
On 30 April 2020, the BCRA issued Communication “A” 7001 (as amended by Communication
“A” 7030 and Communication “A” 7042 and as further amended and supplemented from time to
time) Communication “A” 7001 setting forth certain limitations on the transfer of securities into
and from Argentina. Pursuant to Communication “A” 7001 access to the Argentine foreign
exchange market for the purchase or transfer of foreign currency abroad (for any purpose) shall
be subject to BCRA’s prior approval, if the individual or entity seeking access to the Argentine
foreign exchange market has sold securities which settled in foreign currency or transferred any
such securities to foreign depositaries during the immediately preceding 90 calendar days.
Further, Communication “A” 7001 sets forth that the individual or entity must undertake not to
perform any such sale or transfer during the succeeding 90 days after such access. In these
cases, the Depositary for the GDSs may hold GDS holders’ Argentine Pesos and may cannot
convert them into foreign currency.
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In addition, Communication “A” 7106 placed certain restrictions on foreign exchange transactions
carried out by individuals, specifically with regards to payments with credit cards in foreign
currency or with debit cards made abroad. Under Communication “A” 7106, it was also
established that non-residents are not allowed to sell securities executed abroad in the local stock
market in exchange for foreign currency.
We cannot predict how the current restrictions on foreign transfers of funds may change after the
date hereof and whether they may impede our ability to fulfil our commitments in general and, in
particular, our obligations underlying the GDSs. In addition, any future adoption by the Argentine
government of restrictions to the movement of capital out of Argentina may affect the ability of our
foreign shareholders and holders of GDSs to obtain the full value of their Class B Shares and
GDSs, and may adversely affect the market value of the GDSs.
Trading of the Company’s Class B Shares in the Argentine securities markets is limited
and could experience further illiquidity and price volatility.
Argentine securities markets are substantially smaller, less liquid and more volatile than major
securities markets in the United Kingdom. In addition, Argentine securities markets may be
materially affected by developments in other emerging markets, particularly other countries in
Latin America. Our Class B Shares underlying the GDSs are less actively traded than securities
in more developed countries and, consequently, a GDS holder may have a limited ability to sell
the Class B Shares underlying GDSs upon withdrawal from the GDSs facility in the amount and
at the price and time that it may desire. This limited trading market may also increase the price
volatility of the Class B Shares underlying the GDSs.
Holders of GDSs may be adversely affected by currency devaluations and foreign
exchange fluctuations.
If the peso exchange rate falls relative to the U.S. dollar, the value of the GDSs and any
distributions made thereon from the depositary could be adversely affected. Cash distributions
made in respect of the GDSs may be received by the depositary (represented by the custodian
bank in Argentina) in pesos, which will be converted into U.S. dollars and distributed by the
depositary to the holders of GDSs if in the judgment of the depositary such amounts may be
converted on a reasonable basis into U.S. dollars and transferred to GDS holders on a reasonable
basis, subject to such distribution being impermissible or impracticable with respect to certain
GDS holders. In addition, the depositary will incur foreign currency conversion costs (to be borne
by the holders of the GDSs) in connection with the foreign currency conversion and subsequent
distribution of dividends or other payments with respect to the GDSs.
The relative volatility and illiquidity of the Argentine securities markets may substantially
limit your ability to sell the shares underlying the GDSs on the BYMA at the price and time
desired by the shareholder.
Investing in securities that trade in emerging markets, such as Argentina, often involves greater
risk than investing in securities of issuers in the United Kingdom, and such investments are
generally considered to be more speculative in nature. The Argentine securities market is
substantially smaller, less liquid, more concentrated and can be more volatile than major
securities markets in the United Kingdom, and is not as highly regulated or supervised as some
of these other markets. There is also significantly greater concentration in the Argentine securities
market than in major securities markets in the United Kingdom. The ten largest companies in
terms of market capitalisation represented approximately 65.9% of the aggregate market
capitalisation of the BYMA as of 31 December 2022. Accordingly, although shareholders are
entitled to withdraw the shares underlying the GDSs from the depositary at any time, the ability
to sell such shares on the BYMA at a price and time shareholders might elect may be substantially
limited.
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We are traded on more than one market and this may result in price variations; in addition,
investors may not be able to easily move shares for trading between such markets.
The shares underlying GDSs trade in the Buenos Aires Stock Exchange (BYMA) and the GDSs
trade in the London Stock Exchange, with substantial differences in trading volumes. In addition,
the shares and GDSs trade in different currencies and transactions take place at different times
(resulting from different trading platforms, different time zones, different trading days and different
public holidays in the United Kingdom and Argentina). The trading prices of the shares underlying
GDSs and the GDSDs on these two markets differ mainly due to substantially different trading
volumes, exchange rate fluctuations and other factors.
Any decrease in the price of the shares underlying GDSs on the BYMA could cause a decrease
in the trading price of the GDSs on the LSE. Investors could seek to sell or buy the shares
underlying GDSs to take advantage of any price differences between the markets through a
practice referred to as “arbitrage.” Any arbitrage activity could create unexpected volatility in both
our share prices on one exchange, and the GDSs available for trading on the other exchange. In
addition, holders of GDSs will not be immediately able to surrender their GDSs and withdraw the
underlying shares for trading on the other market without effecting necessary procedures with the
depositary. This could result in time delays and additional cost for holders of GDSs.
If we do not file or maintain a registration statement and no exemption from the Securities
Act of 1933 (“Securities Act”) registration is available, U.S. holders of GDSs may be unable
to exercise pre-emptive rights granted to our holders of shares underlying GDSs.
Under the GCL, if we issue new shares as part of a capital increase, our shareholders may have
the right to subscribe to a proportional number of shares of the same class to maintain their
existing ownership percentage. Rights to subscribe for shares in these circumstances are known
as pre-emptive rights. In addition, shareholders are entitled to the right to subscribe for the
unsubscribed shares remaining at the end of a pre-emptive rights offering on a pro rata basis,
known as accretion rights.
Upon the occurrence of any future increase in our class B shares, U.S. persons (as defined in
Regulation S under the Securities Act) holding our shares underlying GDSs or our GDSs may be
unable to exercise pre-emptive and accretion rights granted to our holders of shares underlying
GDSs in connection with any future issuance of our shares underlying GDSs unless a registration
statement under the Securities Act is effective with respect to both the pre-emptive rights and the
new shares underlying GDSs, or an exemption from the registration requirements of the Securities
Act is available.
We are not obligated to file or maintain a registration statement relating to any pre-emptive rights
offerings with respect to our shares underlying GDSs, and we cannot assure that we will file or
maintain any such registration statement or that an exemption from registration will be available.
Unless those shares underlying GDSs or GDSs are registered or an exemption from registration
applies, a U.S. holder of our shares underlying GDSs or our GDSs may receive only the net
proceeds from those pre-emptive rights and accretion rights if those rights can be assigned by
the GDS depositary. If the rights cannot be sold, they will be allowed to lapse. Furthermore, the
equity interest of holders of shares or GDSs located in the U.S. may be diluted proportionately
upon future capital increases.
We are organised under the laws of Argentina and holders of the GDSs may find it difficult
to enforce civil liability claims against us, our directors, officers and certain experts.
We are organised under the laws of Argentina. A significant portion of our and our subsidiaries’
assets are located in Argentina. Furthermore, almost all of our directors, officers and advisors
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reside in Argentina. Investors may not be able to effect service of process in England upon such
persons or to enforce judgments predicated upon the civil liability provisions of English law against
them or us in English courts. Likewise, it may also be difficult for an investor to enforce in English
courts judgments obtained against us or these persons in courts located in jurisdictions outside
England, including judgments predicated upon the civil liability provisions of English law. It may
also be difficult for an investor to bring an original action in an Argentine court predicated upon
the civil liability provisions of English law against us or these persons.
Prior to any enforcement in Argentina, a judgment issued by an English court will be subject to
the requirements of Article 517 through 519 of the Argentine Federal Civil and Commercial
Procedure Code if enforcement is sought before federal courts or courts with jurisdiction in
commercial matters of the City of Buenos Aires. Those requirements are: (1) the judgment, which
must be valid and final in the jurisdiction where rendered, was issued by a competent court in
accordance with the Argentine principles regarding international jurisdiction and resulted from a
personal action, or an in rem action with respect to personal property which was transferred to
Argentine territory during or after the prosecution of the foreign action; (2) the defendant against
whom enforcement of the judgment is sought was personally served with the summons and, in
accordance with due process of law, was given an opportunity to defend against foreign action;
(3) the judgment must be valid in the jurisdiction where rendered, and its authenticity must be
established in accordance with the requirements of Argentine law; (4) the judgment does not
violate the principles of public policy of Argentine law; and (5) the judgment is not contrary to a
prior or simultaneous judgment of an Argentine court. Any document in a language other than
Spanish, including, without limitation, the foreign judgment and other documents related thereto,
requires filing with the relevant court of a duly legalised translation by a sworn public translator
into the Spanish language.
14. BUSINESS PROJECTIONS AND PLANNING
Grupo Clarín seeks to maintain and consolidate its presence in the local and regional market,
focusing on the creation of quality contents in all multimedia and multiplatform formats.
All the Group’s business units will strive to seize opportunities, seeking to reinforce, improve, and
expand the range of products and services offered; increase market share; reach new audiences,
and promote permanent innovations in all of its activities.
Grupo Clarín will continue to optimize even more the productivity and efficiency levels in all its
areas and companies. It will seek to develop and apply best practices in each of its processes.
At the corporate level, it will continue to focus on the main processes to consolidate sustainable,
healthy, and efficient growth from different perspectives: quality products and services, human
capital, business strategy, innovation, financial structure, management control, and corporate
social responsibility.
Grupo Clarín will continue to analyze alternative new ventures related to its mission and strategic
objectives both in Argentina and abroad, as long as they add value to its stakeholders and are
feasible and viable under the prevailing economic environment.
Grupo Clarín remains committed to journalism and the generation of content, with a growing focus
on digital media, which has been one of the largest strategic stakes of the Company for nearly
two decades. To this end, it will rely on the value and prestige of its trademarks, which have the
largest rates of credibility and acceptance in Argentina. The Company will use its broad
experience in the creation of content, recognized worldwide -especially in the Spanish-speaking
world-, to boost the success of its new platforms and formats.
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Grupo Clarín reaffirms its sustained commitment to regulatory compliance, 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 professional and independent journalism and
through the defense and promotion of principles and values, such as freedom of speech, inclusion
and diversity, the effectiveness of republican democracy and the promotion of the comprehensive
development of Argentina and its inhabitants.
15. PROPOSAL OF THE BOARD OF DIRECTORS
The Company is a holding company. Its results derive mainly from the operations of its
subsidiaries. Therefore, its liquidity position depends, among other things, on the distribution of
dividends of Grupo Clarín's subsidiaries -which must meet their investment and interest payments
needs-, the contributions required by other subsidiaries and the expected future cash flows from
operating and financing activities. In this sense, the media are faced every day with the challenge
posed by digital transformation, with the development of a new business model that does not
compromise their journalistic independence and the quality of their contents in a mature market,
and with the strong impact that Argentine economy has on its revenues.
In the year ended December 31, 2022, the Company recorded a net loss of $ 1,372,158,010,
mainly due to negative results generated in the segment Broadcasting and Programming and
Other, primarily arising from the negative impact of inflation on financial results, partially offset by
positive results in the segment Print and Digital Publications.
Therefore, the Board of Directors proposes to the Shareholders to absorb the net loss for the year
by partially reversing the Legal Reserve.
The Board of Directors of Grupo Clarín would like to thank its customers, suppliers, employees,
banking and financial institutions, and other stakeholders, who are the key players in achieving
the results obtained this fiscal year by the Company's management.
The Board of Directors
Buenos Aires, April 20, 2023
77
16. EXHIBIT I - REPORT ON THE CODE OF CORPORATE GOVERNANCE OF
GRUPO CLARÍN S.A.
ROLE OF THE BOARD OF DIRECTORS
Principles
I.
The company shall be led by a professional and qualified Board of Directors in charge of
laying the foundations for the company's sustainable success. The Board of Directors is
the guardian of the company and the rights of all its shareholders.
The Board of Directors shall be responsible for determining and promoting the corporate
culture and values. The Board of Directors’ performance shall guarantee the observance
of the highest standards of ethics and integrity, based on the best interest of the company.
The Board of Directors shall be in charge of ensuring a strategy inspired by the company’s
vision and mission, aligned with its values and culture. The Board of Directors shall engage
constructively with management to ensure the correct development, execution, monitoring,
and revision of the company's strategy.
The Board of Directors shall control and supervise on an ongoing basis the direction of the
company, ensuring that management takes actions aimed at the implementation of the
strategy and the business plan approved by the Board of Directors.
The Board of Directors must have the necessary mechanisms and policies in order to
efficiently and effectively fulfill the role of the Board and each of its members.
II.
III.
IV.
V.
Recommended Practices
1. The Board of Directors generates an ethical work culture and establishes the Company's
vision, mission, and values.
The Company applies the recommended practice. The Board of Directors establishes the
values and principles that set the general framework within which the Company’s
activities must be developed. They are implemented by Departments or Divisions through
a consistent message in the conduction of its daily activities, and are reflected in its
corporate policies, among which the most relevant is the Code of Ethics and Conduct.
Those principles and values follow the highest ethical standards, as demonstrated by the
Company along its track record, among which the following stand out: its commitment to
provide honest and
independent communication, exercised with professional
responsibility, seeking to strengthen the institutions that sustain the democratic system,
promoting debate and communication between different sectors of society. The Code of
Ethics and Conduct describes objective scenarios where a conflict of interest may exist
and provides a non-exhaustive list of examples that standardize conflicts including
relations with the personnel, political and governmental relationships, and corporate
asset protection.
2. The Board of Directors sets out the general strategy for the Company and approves the
strategic plan developed by Management. In doing so, the Board of Directors takes into
consideration environmental, social, and corporate governance factors. The Board of
Directors supervises its implementation through the use of key performance indicators
and taking into consideration the best interest of the Company and the rights of all its
shareholders.
The Company applies the recommended practice. The Company's Board of Directors
and Management design the general strategy, considering as the global framework the
opportunities and threats of the context in which it operates (external risk factors), the
Company's internal situation (internal risk factors) in the light of the established mission
and values, and analyze, discuss and approve on an annual basis the strategic plan,
composed of it short, medium and long term goals, and monitor its implementation using
78
metrics that allow for an adequate oversight of said strategic plan. In addition, the Board
holds quarterly meetings at which the Directors assess the Company’s operating and
financial position, which includes a comparison with the previous quarter.
3. The Board of Directors supervises management and ensures that it develops,
implements, and maintains an adequate internal control system with clear reporting lines.
The Company applies the recommended practice. The Board of Directors, which is mostly
composed of non-executive directors, oversees the Company's operations not only with
respect to the achievement of the established objectives and goals, but also with respect
to the integrity and commitment with the values of the organization, the consistency of its
actions with its mission and values and the capacity to convey those values to all its
employees. Through a set of mechanisms and procedures, the Board of Directors
monitors that the activities carried out by Management comply with the policies in place,
that the objectives be accomplished, that the changes in the environment be
contemplated in the decisions adopted, and that the measures required to correct
deviations be implemented. Among the main mechanisms, the Company has detailed
procedures, systems, and policies that set quantitative and qualitative rules for the
approval of transactions, regular management control meetings, and internal audits. The
Division of Corporate Control follows high standards of control to assure the general
control system and compliance by the Company. Through previously established metrics,
the upper management regularly reports on its performance, allowing the Board of
Directors to assess the performance of those responsible for the Company’s operations.
The Company’s Board of Directors, through its Audit Committee, monitors that the
Company has in place an adequate internal control and accounting and administration
system. Said Committee also meets quarterly with the external auditors as part of the
monitoring of the proper performance of these control systems.
4. The Board of Directors designs corporate governance structures and practices, appoints
the person responsible for their implementation, monitors their effectiveness, and
suggests changes as deemed necessary.
The Company does not apply the recommended practice within the terms mentioned
above because the Board of Directors has not formally designated an officer responsible
for the implementation of the corporate governance structures and initiatives. However,
the Company has the Divisions of Corporate Control and Corporate Affairs, which lead
the implementation of the Company’s corporate governance practices, and analyze the
need to introduce changes upon amendments in regulations, upon or changes in the
Company's businesses, processes or structure. In this sense, the Company also has a
Department of Investor Relations, a Department of Internal Audit, the Audit Committee,
and the Supervisory Committee. Those practices have been deemed adequate and
approved by the Company's Board of Directors. For that reason, the Company applies
the principles that underlie this practice. The Company’s website has a Corporate
Governance tab, which describes the role of the Board of Directors in its implementation.
5. The members of the Board of Directors have sufficient time to perform their duties in a
professional and efficient manner. The Board of Directors and its committees have clear
and formalized rules of operation and organization, which are disclosed through the
Company's website.
The Company applies the recommended practice. The Company's Board of Directors is
composed of members that have impeccable personal and professional qualifications
that enable them to perform their duties on the Board. Several of its members perform
their duties exclusively, devoting sufficient time to adequately perform their duties and,
therefore, they attend without fail the meetings to which they are called and receive
79
relevant information sufficiently in advance so that they can make informed decisions at
the Board. As a result of the above, given the fact that the rules that govern their actions,
as well as their roles, functions and responsibilities arise from the laws and the
Company's Bylaws, which are published in the Financial Information Highway and on the
Company’s website, the Company has not deemed it necessary to state in an additional
document the rules that set out the duties, roles and functions of the members of the
Board of Directors. The Audit Committee, composed of members of the Board of
Directors, has a Rules of Procedure, which was filed with the CNV.
CHAIR OF THE BOARD OF DIRECTORS AND COMPANY SECRETARY
Principles
VI.
The Chair of the Board is in charge of ensuring the effective fulfillment of the functions of
the Board of Directors and has a leading role among the members. The Chair shall
generate a positive work dynamic and promote the constructive engagement of the
members of the Board, and shall also ensure that they have the elements and information
necessary for decision-making. The above also applies to the Chairs of each committee of
the Board of Directors, regarding their corresponding functions.
VII. The Chair must lead processes and establish structures to ensure the commitment,
objectivity, and competence of the members of the Board, as well as the best operation of
the body as a whole and its evolution according to the company's needs.
VIII. The Chair must ensure that the Board of Directors as a whole is fully committed and
responsible for the succession of the CEO.
Recommended Practices
6. The Chair of the Board of Directors is responsible for the proper organization of the Board
of Directors’ meetings, prepares the agenda ensuring the cooperation of the other
members, and ensures that they receive the necessary materials well in advance for their
efficient and informed participation. The Chairs of the committees bear the same
responsibilities for their meetings.
The Company applies the recommended practice. The Chair of the Company’s Board of
Directors leads and organizes the Board of Directors’ meetings and receives the support
of the Corporate Affairs Division, which, among its duties, is responsible for assisting the
Chair of the Board regarding the coordination of meetings, technical support, delivery of
information sufficiently in advance for the work carried out by the Directors and is also
responsible for minute-taking at those meetings, among other activities. The members of
the Board of Directors are called sufficiently in advance so that they can attend the
meetings and receive in due time the relevant information required to decide on the items
on the agenda of the meeting to which they are called. In addition, the members of the
Board hold regular meetings with the key executives in charge of the various operations
of the Company, in order to monitor the course of business and the administration of the
Company.
7. The Chair of the Board of Directors ensures the proper internal operation of the Board of
Directors by implementing formal processes for conducting annual performance reviews.
The Company does not apply the recommended practice through the implementation of
a formal annual performance review process. However, it complies with the principles
that underlie the recommended practice because the Chair of the Company’s Board of
Directors ensures the correct and adequate internal functioning of the Board through the
verification of the compliance with all the obligations applicable to its members and those
that arise from the Bylaws, the laws and the Code of Ethics and Conduct. The
shareholders gathered at the Shareholders’ Meeting are the ones who, upon being
furnished with the relevant and sufficient information, perform an annual review of the
80
performance of the Board of Directors at the time of considering the performance of its
members. Among the information made available to the Shareholders is the Annual
Report, which gives account of the performance of Management.
8. The Chair generates a positive and constructive workplace for all the members of the
Board of Directors and ensures that they receive ongoing training to keep up to date and
to be able to properly fulfill their duties.
The Company applies the recommended practice. The Company's Board of Directors
performs its duties in an orderly and harmonious environment among its members,
ensuring constructive and efficient teamwork for the benefit of the Company and its
shareholders. Even though the Company has not implemented an annual formal training
program, the members of the Board of Directors, in addition to their professional and
personal qualifications and experience, regularly receive updates,
the
coordination carried out by the Division of Corporate Affairs, information, training,
concerning the industry, business or regulations, for the adequate fulfillment of their
functions and responsibilities, training given by highly qualified officers with experience
in the Company's businesses, renowned market professionals, industry referents or
specialized consultancy firms.
through
9. The Company Secretary provides assistance to the Chair of the Board of Directors in the
effective administration of the Board and cooperates in the communication with the
shareholders, the Board of Directors and management.
The Company applies the recommended practice. Even though the Company does not
have a Company Secretary, it has a Division of Corporate Affairs that assists the Chair
of the Board of Directors in administrative and organization tasks required for the
adequate functioning of the Board, such as those related to the preparation and
distribution of information, meeting minutes-taking, training, provision of information and
induction for new members, assistance in the communication among the members of the
Board of Directors and of the latter with Management, organization of shareholders’
Meetings, among others. Taking into consideration the legal nature required for some its
functions, Board of Directors receives the assistance of external legal advisors who
support the Chair, for example, regarding the procedures to be followed for Shareholders’
Meetings on an annual basis. In 2020, the advisors provided assistance to the Chair and
the Company in relation to the procedures to be followed for holding remote Board of
Directors’ Meetings and Shareholders’ Meetings due to the mandatory and preventive
social isolation ordered by the National Executive Branch through Decree No. 297/2020,
in accordance with the provisions of Resolution No. 830/20 of the Argentine Securities
Commission.
In addition, the Company has a Department of Investor Relations which is responsible for
the relationship and communication with the shareholders of the Company, as indicated
in practice 25.
10. The Chair of the Board of Directors ensures the involvement of all its members in the
development and approval of a succession plan for the company's CEO.
The Company does not apply the recommended practice in the terms set out in it. The
Company’s Division of Corporate Human Resources is in charge of the identification and
retention of talents for managerial positions, as well as the planning of their successors.
It receives the assistance of human resources professionals hired to such end.
81
COMPOSITION, NOMINATION AND SUCCESSION OF THE BOARD OF DIRECTORS
Principles
IX.
X.
The Board must have adequate levels of independence and diversity in order to make
decisions in the company’s best interest, avoiding groupthink and decision-making by
individuals or dominant groups within the Board.
The Board must ensure that the company has formal procedures for the proposal and
nomination of candidates to fill positions in the Board within a framework of a succession
plan.
Recommended Practices
11. The Board of Directors has at least two independent members in conformity with the
effective criteria established by the Argentine Securities Commission.
The Company applies the recommended practice. The Company's Board of Directors is
composed of members who are also managers of the Company, non-independent
directors without executive responsibilities and independent directors. The Board of
Directors has two permanent directors and two alternate directors who are independent
in conformity with the criteria established by the Argentine Securities Commission. Their
names and capacity are published on the Company’s website and in that of the Argentine
Securities Commission.
12. The Company has a Nomination Committee that has at least three (3) members and is
chaired by an independent director. If the Chair of the Board of Directors is also the chair
of the Nomination Committee, he/she shall refrain from participating in the appointment
of his/her own successor.
The Company does not apply the recommended practice because it does not have a
nomination committee. The Company’s Bylaws set out the way in which each class of
shares shall appoint the members of the Board of Directors, i.e., the shareholders appoint
their directors. The Bylaws are published on the website of the National Securities
Commission.
13. The Board of Directors, through the Nomination Committee, develops a succession plan
for its members that guides the candidate pre-selection process to fill vacancies and takes
into consideration the non-binding recommendations of its members, the CEO and the
Shareholders.
The Company does not apply the recommended practice. The Company does not have
a nomination committee. See the explanation related to the recommended practice in
point 12.
14. The Board of Directors implements an onboarding program for its newly appointed
members.
The Company applies the recommended practice. The Company provides assistance to
the new members of the Board of Directors through an induction process that covers all
the necessary aspects to gain an in-depth knowledge of the Company, through the
contact with management and access to documentation related to the Company to learn
about its structure, businesses, operations, personnel, processes, policies, legal advisors
and applicable regulatory framework. In addition, the new members, as well as those
previously elected receive training under the terms indicated in practice 8 above.
82
REMUNERATION
Principles
XI.
The Board of Directors must generate incentives through remuneration, in order to align
management -led by the CEO- and the Board with the long-term interests of the company,
so that all the directors equally comply with their obligations with respect to all its
shareholders.
Recommended Practices
15. The Company has a Remuneration Committee that is composed of at least three (3)
members. All the members are independent or non-executive.
The Company does not apply the recommended practice. Even though the Company
hires independent professional human resources advisors that advise the Company
regarding the remuneration of the Board of Directors, the Board does not have a
remuneration committee. In addition, the Audit Committee provides an opinion —in
conformity with the applicable regulations and at the request of the Board of Directors
before the Annual Shareholders’ Meeting— on the reasonableness of the fees paid to the
members of the Board of Directors taking into consideration their professional
background and reputation, tasks performed, responsibilities and the amount of time
devoted to the performance of their duties. On the other hand, the Division of Corporate
Human Resources is in charge of supervising the remuneration of the first line managers
which includes the competitiveness of the remuneration practices and policies. Said
Department, with the advice of independent human resources professionals oversees
that the remuneration of managers is in line with the short, medium, and long term returns
according to the Company’s management objectives.
16. The Board of Directors,
through
remuneration policy for the CEO and the members of the Board.
the Remuneration Committee, establishes a
The Company does not apply the recommended practice in the terms set out in it. As
mentioned in the explanation of the recommended practice 15, the Board of Directors
does not have in place a remuneration committee. The policy that provides for the
remuneration of management is established by the Division of Corporate Human
Resources. That policy sets out a fixed and variable remuneration scheme. The fixed
compensation is related to the level of responsibility attached to each position, the
competitiveness with respect to the market and the performance of the executive. The
annual variable remuneration is related to the objectives set by the Company for the fiscal
year and the degree of compliance, which are in line with the Company’s business plan
and strategy. On the other hand, the executives have the option of adhering to a long-
term savings plan, which is used by the Company as a strong retention tool. The
remuneration of the Board of Directors is approved by the shareholders at the Annual
General Shareholders’ Meeting. In addition, the Board of Directors proposes the
shareholders to authorize the payment of advances of fees up to a certain amount subject
to the following Shareholders’ Meeting at which shareholders shall approve their
remuneration, advances distributed by the Board of Directors among its members in
accordance with the delegation made by the Annual Shareholders’ Meeting. Before
proposing an amount of fees to be paid and submitting it on an annual basis to the
consideration of the shareholders for their approval, the Board of Directors receives an
opinion from the Audit Committee on the reasonableness of those fees.
83
CONTROL ENVIRONMENT
Principles
XII. The Board of Directors shall ensure the existence of a control environment, composed of
internal controls developed by management, internal audit, risk management, regulatory
compliance, and external audit, all of which shall establish the lines of defense necessary
to ensure the integrity of the company's operations and its financial reports.
XIII. The Board of Directors must ensure the existence of a comprehensive risk management
system that allows management and the Board of Directors to efficiently direct the company
towards its strategic goals.
XIV. The Board of Directors must ensure the existence of a person or department (depending
on the size and complexity of the business, the nature of its operations and the risks it
faces) in charge of the internal audit of the company. Such audit shall be independent and
objective, with clear reporting lines, in order to properly evaluate and audit the company’s
internal controls, corporate governance processes, and risk management.
XV. The Audit Committee of the Board shall be composed of qualified and experienced
members, and shall perform its duties transparently and independently.
XVI. The Board of Directors must establish adequate procedures to ensure the independent and
effective work performed by the External Auditors.
Recommended Practices
17. The Board of Directors determines the company’s risk appetite and also supervises and
guarantees the existence of a comprehensive risk management system to identify,
assess and decide on the course of action and monitor the risks faced by the Company,
including, among others, the environmental and social risks and those inherent to the
business in the short and long term.
The Company does not apply the recommended practice in the terms set out in it. Even
though the Division of Corporate Control consolidates information about the risks posed
by the Company's operations in the regular reports, which are analyzed by the Company's
Board of Directors and, in particular, by the Audit Committee, the Company does not have
in place a formal comprehensive risk management process; neither does the Board of
Directors have a risk management committee. However, the Company’s management
contemplates operational, environment, information, financial and non-financial risks in
the development of its strategic and business plan, which is discussed with the
Company’s Board of Directors. Those risks are contemplated in the management of the
Company's activities, which has areas and processes to identify and manage certain
risks, such as environment, equity,
financial, environmental, and
technological risks. In addition, the Company has an Audit Committee composed of
qualified and experienced members, as indicated in the Principles, which fulfills the duties
conferred by the Capital Market Law.
information,
18. The Board of Directors monitors and reviews the effectiveness of the independent internal
audit and guarantees the resources for the implementation of an annual audit plan based
on risks and a direct reporting line to the Audit Committee.
The Company applies the recommended practice. The Company has an internal audit
department that is independent from the areas of the Company it audits and reports to
the Audit Committee, which guarantees the objectivity of its work. Taking into
consideration the extent of the Company's operations and the guidelines of its internal
rules, the Audit Committee monitors the function of said department through the analysis
of the reports issued, the sufficiency of the resources available for the fulfillment of its
duties, the consistency of its annual plan and the scope of the audits, which is developed
based on the audit risks identified.
84
19. The internal auditor or members of the internal audit department are independent and
highly qualified.
The Company applies the recommended practice. The Company has an internal audit
department with qualified personnel for the adequate fulfillment of their duties. The
members of that department have vast professional experience in internal audit, financial
reporting, fraud investigations and internal control. Said staff keeps up to date on an
ongoing basis. The structure, policies and guidelines set by the Company's Management
empowers the department to perform its duties without any kind of scope limitations.
20. The Board of Directors has an Audit Committee that works in accordance with the rules
of procedure. The committee is mostly composed of and chaired by independent directors
and it does not include the CEO. Most of its members have professional experience in
financial and accounting areas.
The Company applies the recommended practice. The Board of Directors has an Audit
Committee composed mostly of independent directors. The members of the Audit
Committee are appointed by the Board among its members, taking into account their
professional experience in financial and accounting matters. The Chair is elected by the
members of the Committee. The Committee acts in conformity with the Law, the Bylaws,
and internal rules that are duly approved by said body and submitted to the Argentine
Securities Commission. The members of the Committee periodically review the internal
rules. The members of the Audit Committee have vast experience in financial, accounting
and internal control matters. The Chair of the Audit Committee is an independent director.
The Audit Committee issues on an annual basis at the time of presentation of the annual
financial statements the report that discloses the treatment given to those matters that
are within its competence.
21. The Board of Directors, based on the opinion of the Audit Committee, approves a policy
for the selection and monitoring of external auditors that provides for the indicators to be
considered in the recommendation to the Shareholders’ Meeting about the continuity or
replacement of the external auditor.
The Company applies the recommended practice. The Audit Committee, which provides
an opinion before the Annual Shareholders’ Meeting on the engagement of the external
auditors, has in place a policy that sets out the guidelines to be followed in the
assessment of the work performed by the external auditor, in order to issue its opinion on
the proposal of the Board of Directors for the appointment of the external auditor, to
ensure and assess its independence and to perform a comprehensive assessment of its
work. For this purpose, it mainly considers the skills and experience of the partner and
the rest of the team of the external auditing firm, taking into account the number of years
in the profession and in the auditing firm, the knowledge of the company and the industry
in which the Company operates, as well as other clients of significant size; the quality and
timeliness of communication between the external auditor and the Audit Committee; their
degree of objectivity, independence of judgment, and professional skepticism; the
auditing firm's independence policy and criteria; their internal quality control processes
and the results of the review of their work carried out by third parties.
85
ETHICS, INTEGRITY AND COMPLIANCE
Principles
XVII. The Board of Directors shall design and establish appropriate structures and practices to
promote a culture of ethics, integrity, and compliance with standards in order to prevent,
detect and address serious corporate or personal breaches.
XVIII. The Board shall ensure the establishment of formal mechanisms to prevent, or failing this,
to deal with conflicts of interest that may arise in the administration and direction of the
company. It shall also have in place formal procedures seeking to ensure that related party
transactions are made in the best interest of the company and the equitable treatment of
all its shareholders.
Recommended Practices
22. The Board of Directors approves a Code of Ethics and Conduct that reflects ethical and
integrity values and principles, as well as the culture of the company. The Code of Ethics
and Conduct is communicated and applicable to all the directors, managers, and
employees of the company.
The Company applies the recommended practice. The Company has a Code of Ethics
and Conduct to address good corporate governance and corporate social responsibility
practices, approved by its Board of Directors, which reflects the values and conducts
promoted by the Company. All the directors, managers and employees of the Company
are aware of said Code and its compliance is mandatory for all of them. The Code
provides for sanctions in case of non-compliance.
23. The Board of Directors sets out and periodically reviews an Ethics and Integrity Program
based on risks, size, and economic capacity. The plan is clearly and unequivocally
supported by management, which designates an internal officer responsible for
developing, coordinating, supervising, and reviewing on an ongoing basis the efficacy of
the program. The program provides for: (i) periodic training for directors, administrators
and employees about ethics, integrity, and compliance matters; (ii) internal channels to
report irregularities, open to third parties and adequately disseminated; (iii) a policy for
the protection of whistleblowers from retaliation; and an internal investigation system that
respects the rights of those under investigation and imposes effective sanctions on
violations of the Code of Ethics and Conduct; (iv) integrity policies in bidding procedures;
(v) mechanisms for periodic analysis of risks, monitoring and evaluation of the Program;
and (vi) procedures to verify the integrity and background of relevant third parties or
business partners (including due diligence during corporate transformation and
acquisitions processes
illegal actions or
including suppliers, distributors, service providers, agents and
vulnerabilities),
intermediaries.
to evaluate potential
irregularities,
The Company applies the recommended practice. The Company has developed an
integrity program based on its risks, size, and economic capacity. Such program includes:
(i) a Code of Ethics and Conduct that reflects the values and principles promoted by the
Company, as mentioned in the explanation related to recommended practice No. 22, and
which contemplates the integrity policies in all those situations in which an employee of
the Company interacts with public officials; (ii) a reporting channel that has its own
protocol and is aimed at strengthening the Company’s ethical infrastructure, which allows
for anonymous reporting and guarantees the confidentiality of communications as well as
the protection against retaliation as a result of an investigation process because the
Company encourages all of its employees to express freely without fear of retaliation; (iii)
training for directors, managers and employees about ethics and integrity; (iv) the
evaluation by the Division of Corporate Control, as the internal body responsible for the
86
ethics and integrity program, of integrity risks and the monitoring of the evolution of the
program; (v) the adherence by the suppliers to the Company's transparency principles
and practices.
24. The Board of Directors ensures the existence of formal mechanisms to prevent and deal
with conflicts of interest. In the case of related party transactions, the Board of Directors
approves a policy that provides for the role of each corporate body and sets out how to
identify, address and disclose those transactions that are detrimental to the company or
to certain investors.
The Company applies the recommended practice. The Company's Code of Ethics and
Conduct has a section that contains the provisions applicable to conflicts of interest. On
the other hand, the Company has a specific policy on related party transactions, which
complies with effective rules.
ENGAGEMENT OF SHAREHOLDERS AND STAKEHOLDERS
Principles
XIX. All shareholders must receive equitable treatment from the company. The company shall
guarantee equitable access to non-confidential and relevant information for decision
making at the company's shareholders’ meetings.
XX. The company shall promote the active engagement of all shareholders with adequate
information, especially in connection with the composition of the Board.
XXI. The company must have a transparent Dividend Distribution Policy, in line with its strategy.
XXII. The company must take into account the interests of its stakeholders.
Recommended Practices
25. The Company's website has financial and non-financial information available, providing
timely and equitable access to all the investors. The website has a special section to
answer inquiries from investors.
The Company applies the recommended practice. The Company has a website on which
it publishes financial and non-financial information, thus allowing investors to have
material information in due time and form. The Company also has an investor relations
area led by the Market Relations Officer to answer inquiries. Said Officer is appointed by
the Board of Directors in conformity with CNV rules. Said department organizes
conference calls on a quarterly basis ensuring investors worldwide the possibility of
connecting for free. At these calls, the Company provides information about its results,
its goals, and answers questions and/or inquiries made by investors. These conference
calls are announced in the daily bulletin of the Buenos Aires Stock Exchange, in the
reporting service of the London Stock Exchange, and on the Company’s website. The
Company maintains communication channels with the minority shareholders through the
disclosure of relevant information in the stock exchanges where its shares and GDSs are
listed and through information disclosed in the Company's website. In addition, the
Company's shareholders and investors can communicate with the department via email
or by telephone, as detailed on the website. Among the non-financial information
disclosed by the Company on its website, the sustainability reports it issues are available
under the tab “Sustainability”. It should be noted that the Company is the only media
company that publishes a sustainability report. This tab also shows the money in kind
donated in public welfare messages to promote social, civil, and environmental causes.
The Company is a leader in terms of Sustainability: It creates supplements to promote
sustainable development. It also carries out a literacy program for children and
adolescents aimed at promoting content creation skills and a critical look at journalistic
content. Since 2021, the Company has issued its integrated annual report, i.e., the
87
integration of its annual report with its annual sustainability report in accordance with the
most advanced international common practices.
26. The Board of Directors must ensure that there is a process in place for the identification
and classification of its stakeholders and a communication channel for them.
The Company applies the recommended practice. The Company's Department of
Investor Relations works together with the Department of Sustainability to identify
potential and actual stakeholders of the company. The Company has different
communication channels that allow it to have contact with key internal and external
audiences, listen to their points of view and disclose those of the Company; and hence
build a long-term value-generating relationship for all the parties involved. The
Company’s main stakeholders are journalism; the community and civil society
organizations; business chambers and associations; audiences, customers, and readers;
associates; universities; companies; suppliers and employees. Since 2015, the Company
has issued a sustainability report on an annual basis and has been the first media
company to do so in conformity with international guidelines including the Global
Reporting Initiative standards, the UN Global Compact and the contribution to the 2030
UN agenda, whose priority is to generate value for the country, providing journalistic
content, a bond with the audience, and economic independence. This report defines the
following stakeholders: shareholders,
investors, analysts, companies, business
chambers, employees, journalists, audiences, customers, suppliers, leaders in the field
of culture, science and technology entrepreneurs, universities, media, news agencies,
press associations, leaders in the world of communications. As explained in practice 25,
the Company has issued since 2021 an integrated report that contains the sustainability
report in the same document.
27. The Board of Directors provides the shareholders, in advance of the Shareholders’
Meeting, a “provisional information package” that allows shareholders -through a formal
communication channel - to make non-binding comments and share opinions that dissent
from the recommendations made by the Board of Directors. When the Board sends the
final information package, it shall expressly state its answers to the comments received,
as deemed necessary.
The Company applies the recommended practice. The Company makes available at its
main office to its shareholders information packages before each Shareholders’ Meeting.
Notwithstanding the foregoing, the packages are not provisional. In addition, the
Company uploads to CNV’s Financial Information Highway all the information requests
made the Company's shareholders before Shareholders’ Meetings are held, regarding
the items of the agendas to be considered at those meetings, together with the answers
provided by the Company to each of the requests, so that all the investors have the same
information thus ensuring equitable access to the information provided. Such information
is also provided in English for the foreign investors through the reporting service of the
London Stock Exchange. Furthermore, as stated in practices 25 and 26, the Company
establishes various communication channels that allow it to engage the public and keep
them informed about the course of its business. For this purpose, the Company responds
to inquiries from investors through its Department of Investor Relations, led by the Head
of Market Relations. Said department organizes conference calls on a quarterly basis
ensuring investors worldwide the possibility of connecting for free. At these calls, the
Company provides information about its results, its goals, and answers questions and/or
inquiries made by investors. These conference calls are announced in the daily bulletin
of the Buenos Aires Stock Exchange, in the reporting service of the London Stock
Exchange, and on the Company’s website. The Company maintains communication
channels with the minority shareholders through the disclosure of relevant information in
the stock exchanges where its shares and GDSs are listed and through information
88
disclosed in the Company's website. In addition, the Company's shareholders and
investors can communicate with the department via email or by telephone, as detailed on
the website.
28. The Company's bylaws provide that the shareholders can receive the information
packages for Shareholders’ Meetings through virtual media and participate at the
meetings through electronic communication media that allow the simultaneous
transmission of sound, images, and words, ensuring the principle of equitable treatment
of the participants.
The Company applies the recommended practice. Pursuant to Resolution No. 939/2022,
effective as from January 1, 2023, the shareholders of the Company decided in 2022 to
amend the Bylaws to provide for the possibility of holding exclusively in-person,
exclusively remote, and/or mixed Shareholders' Meetings through the use of a
communication channel that allows for simultaneous transmission of sound, images, and
words, complying with the requirements established by current regulations, including,
without limitation, the rules of the Argentine Securities Commission. In the case of holding
remote or mixed Shareholders’ Meetings, both physical and remote participation shall be
considered for quorum and majority requirements. The Company provides through virtual
media, such as the Financial Information Highway and its own website, the information
to be considered at the Shareholders’ Meeting in order to ensure equitable access to
information by all the shareholders. In addition, the Company sends, through the
Depositary, to the shareholders that do not reside in Argentina the items of the agenda
so that they can grant a power of attorney to the Depositary, who attends the
Shareholders’ Meetings in its name and representation, voting as instructed by them.
29. The Dividend Distribution Policy is aligned with the strategy and clearly sets out the
criteria, frequency and conditions under which dividends will be distributed.
The Company does not apply the recommended practice. The Company’s Board of
Directors believes that given the nature of a holding company and depending basically
on the liquidity of its revenues that derive from the companies in which it holds equity
interests, it is not convenient to establish a dividend distribution policy. Notwithstanding
the foregoing, the Board of Directors provides grounds for its proposal for the distribution
of dividends and the reasons for which it deems reasonable under a prudent
administration of the Company.
89
17. EXHIBIT II – INTERNATIONAL GUIDELINES AND GRI CONTENT INDEX
International Guidelines
Grupo Clarín uses a set of international sustainability guidelines with the aim of standardizing its performance, reporting on its performance in a transparent and
rigorous manner, and showing its contribution to sustainable development.
1. Since 2004, it has remained committed to the United Nations Global Compact and has reported on the progress made concerning the fulfillment of 10
guiding principles: human rights, labor rights, the environment, and anti-corruption. The 2022 Communication on Progress is presented through the
online platform established by the Global Compact for this purpose.
It applies the Global Reporting Initiative (GRI) standards as reference.
2. The Company reports on its contribution to the 2030 Agenda for the Sustainable Development Goals (SDG).
3.
4. The International Framework of The Value Reporting Foundation is used as a reporting framework.
5. The Company adopts the principles and guidelines established by the ISO 26000:2010 International Social Responsibility Standard in the management
of its business.
Materiality Assessment
Since 2015, Grupo Clarín has performed a materiality assessment in order to identify the most relevant and material topics regarding the business strategy and
stakeholders’ needs. This process was reviewed in 2018 and again in 2022 for the preparation of this Integrated Report.
In 2022, we incorporated the double materiality criterion: The financial one, which refers to the impact of phenomena or situations that are beyond the company's
ability to generate value; and the one that refers to the impact of the company on the external context, i.e., people, the economy, and the planet.
The methodology included the following steps:
1. Understanding the context of the organization and identifying material topics. After conducting a survey of sustainability topics that are key to the
industry, Grupo Clarín identified 24 material topics grouped into four categories: Journalism and generation of content, corporate governance,
environment, and people.
2.
Identifying current and potential impacts and analyzing their significance. The analysis of the impacts was developed considering two dimensions:
Financial materiality and social and environmental impact materiality. The Company analyzed, in both dimensions, the current and potential impacts,
the type of impact (positive or negative), the level of relevance (magnitude/severity), and the probability of occurrence.
90
3. Prioritizing the most significant impacts to report on. We conducted an online survey of Grupo Clarín’s Management, with 39 respondents, and of
stakeholders, with 89 respondents, including the audience, customers, media, shareholders and investors, employees, journalists, unions, suppliers,
companies and chambers, government, academy, and community. As from this fiscal year, a new Materiality Matrix was developed, which presents the
prioritization of key topics for the sustainable management of the business and accountability.
Grupo Clarín's Materiality Matrix
l
s
r
e
d
o
h
e
k
a
t
S
9
8
7
6
5
4
3
2
1
0
Materiality Matrix
Ethics and
Transparency
Employee …
Journalistic
Investigation
Editorial Innovation
and Digital
Transformation
Promotion of
Environmental Care
Creativity and Talent
Engagement
Respect for Human
Rights
Reduction of
Emissions
Responsible Value
Chain
Contribution to the
Community
Journalistic
Independence and
Freedom of
Expression
Training and Career
Development
Energy Efficiency
Generation of
Employment
Efficient Use of
Materials and
Resources and Waste
Management
Protection of Data
Interaction with the
Audience
Diversity, Inclusion,
and Non-
Discrimination
Protection of
Intellectual Property
Responsible
Advertising
Accountability
Diverse and Inclusive …
Accessibility of
Content and
Protection of the
Audience
Promotion of Public
Debate and Civic
Involvement.
0
1
2
3
4
5
6
7
8
9
Journalism and Generation of Content
Corporate Governance
Environment
People
Business Management
91
GRI Content Index
Statement of Use
Grupo Clarín used GRI Standards as reference for the information disclosed in this GRI content index for the period from January 1 to December 31, 2022.
GRI 1 used
GRI 1: Foundation 2021
References
1. RP: Information reported in Exhibit I of the 2022 Integrated Annual Report which includes the Report on the Code of Corporate Governance of Grupo
Clarín S.A., including the responses to the Recommended Practices (RP). The numbers indicate the Best Practice where information related to the
corresponding GRI Content can be found.
2. All the notes included in the table are disclosed at the end of the table.
3. The table includes the relationship with the Sustainable Development Goals and Targets.
GRI Standard
Contents
Section / Response
SDG - Targets
General Disclosures
GRI 2: General contents 2021
2-1 Organizational Details
2; 4.1; Note 1
2-2 Entities included in the
organization's sustainability reporting
2
2-3 Reporting period, frequency, and
contact point
2; Note 2; Note 3; Note 4
2-4 Restatements of information
Note 5
2-6 Activities, value chain, and other
business relationships
3.3; 4.1; 4.2; 4.2.2; 4.2.3; 9.2
92
2-7 Employees
10.1; Note 6
2-8 Workers who are not employees
Note 7
2-9 Governance structure and
composition
2-10 Nomination and selection of the
highest governance body
2-11 Chair of the highest governance
body
6
6; RP 12
Note 8, RP 24
2-12 Role of the highest governance
body in overseeing the management of
impacts
RP 1
2-14 Role of the highest governance
body in sustainability reporting
The Board of Directors approves the
Integrated Annual Report
2-15 Conflicts of interest
RP 1; RP 24
2-16 Communication of critical concerns 10.3; RP 26; RP 27
2-17 Collective knowledge of highest
governance body
2-19 Remuneration policies
Note 9, RP 8
6; RP 15; RP 16
2-20 Process to determine remuneration 6; RP 15; RP 16
2-22 Statement on sustainable
development strategy
Message from the CEO
2-23 Policy commitments
8.1;8.3; 8.5; 8.6; 8.7
2-24 Embedding policy commitments
7; 8.1; 9; RP 22
2-25 Processes to remediate negative
impacts
RP 23
2-26 Mechanisms for seeking advice and
raising concerns
8.1; 10.3; RP 23
93
2-28 Membership associations
7.4; 8.1; 11.6
2-29 Approach to stakeholder
engagement
7.4; 8.1; 8.4; 8.7;
9; 10.3; Exhibit II; RP 26
2-30 Collective bargaining agreements
Note 10
3-1 Process to determine material topics 7.1; 7.2; 7.3; Exhibit II
3-2 List of material topics
7.2; Exhibit II
Contents on material topics
GRI 3: Material Topics 2021
MATERIAL TOPICS
Journalistic Independence and Freedom of Expression
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 7.3; 8.1; Exhibit II; Note 11
Company-specific indicator
Adherence to agencies that ensure
freedom of expression and
dissemination of activities of these
institutions
8.1
Company-specific indicator
Method to ensure journalistic integrity
7.3; 8.1
Interaction with the Audience
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,4; Exhibit II; Note 11
Company-specific indicator
Method to interact with audiences
8.4
94
Diverse and Inclusive Content
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8.5; 8.6; Exhibit II; Note 11
Company-specific indicator
Topics of social interest addressed from
a diversity of perspectives and opinions. 8.5; 8.6
Editorial Innovation and Digital Transformation
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,2; Exhibit II; Note 11
Accessibility of Content and Protection of the Audience
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,8; Exhibit II; Note 11
Company-specific indicator
Measures adopted to ensure
accessibility of content
8.8
Company-specific indicator
Journalistic Investigation
Measures adopted to protect vulnerable
audiences
8.8
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,3; Exhibit II; Note 11
Creativity and Talent Engagement
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 10.5; 11.4; Exhibit II
95
Promotion of Public Debate and Civic Involvement
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,7; Exhibit II; Note 11
Company-specific indicator
Initiatives for the Promotion of Public
Debate and Civic Involvement.
8.7
Company-specific indicator
Dissemination of local culture
8.4; 11.5
Responsible Advertising
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 7.3; 8.1; Exhibit II, Note 11
Company-specific indicator
Protection of Data
Initiatives for the promotion of
responsible advertising
7.3; 8.1
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8.1; 9.1; Exhibit II; Note 11
GRI 418: Customer privacy 2016
418-1 Substantiated complaints
concerning breaches of customer
privacy and losses of customer data
Note 12
Protection of Intellectual Property
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,1; Exhibit II; Note 11
Company-specific indicator
Description of the scope to ensure the
protection of intellectual property
8.1
96
Ethics and Transparency
GRI 3: Material Topics 2021
3-3 Management of material topics
6; 7.1; 7.2; 8.1; 9.2; Exhibit II; Note 11
GRI 201: Economic Performance 2016
201-4 Financial Assistance received from
the government
6; 7.3; Note 13
Accountability
GRI 3: Material Topics 2021
3-3 Management of material topics
6; 7.1; 7.2; 8.1; Exhibit II; Note 11
Respect for Human Rights
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8.1; 8.7; Note 11; Exhibit II
GRI 408: Child labor 2016
408-1 Operations and suppliers at
significant risk for incidents of child
labor
Note 14
GRI 409: Forced or compulsory labor
2016
409-1 Operations and suppliers at
significant risk for incidents of forced or
compulsory labor
Note 14
Company-specific indicator
Energy Efficiency
Principles, values, internal codes, and
communication channels to ensure the
respect for human rights in the
contents.
8.1; 8.7
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 12,4; Exhibit II; Note 11
97
GRI 302: Energy 2016
Reduction of Emissions
302-1 Energy consumption within the
organization
12.4
302-4 Reduction of energy consumption 12.4
7.3, 8.4, 12.2, 13.1
GRI 3: Material Topics 2021
3-3 Management of material topics
7.2; 12.4; Exhibit II; Note 11
GRI 305: Emissions 2016
305-1 Direct GHG emissions (Scope 1)
12.4
305-2 Energy indirect GHG emissions
(Scope 2)
305-3 Other indirect GHG emissions
(Scope 3)
12.4
12.4
305-4 GHG emissions intensity
Note 15
305-5 Reduction of GHG emissions
12.4
305-6 Emissions of ozone-depleting
substances (ODS)
Note 16
Efficient Use of Materials and Resources and Waste Management
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 12.3; 12.5; 12.6; Exhibit II; Note
11
GRI 301: Materials 2016
301-1 Materials used by weight or
volume
301-2 Recycled input materials
301-3 Reclaimed products and their
packaging materials
12.3
Note 17
Note 18
12.4, 13.1, 15.2
12.4, 13.1, 15.2
12.4, 13.1, 15.2
13.1, 15.2
12.4
8.4, 12.2
8.4, 12.2, 12.5
8.4, 12.2, 12.5
98
306-1 Waste generation and significant
waste-related impacts
12.5
GRI 306: Waste
2020
306-2 Management of significant waste-
related impacts
12.5
306-3 Waste generated
Note 19
306-4 Waste diverted from disposal
Note 19
12.4
12.4
GRI 303: Water and Effluents 2018
Promotion of Environmental Care
303-2 Management of water discharge-
related impacts
12.6
303-4 Water discharge
303-5 Water Consumption
12.6; Note 20
12.6; Note 21
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2;12.1; Exhibit II; Note 11
Company-specific indicator
Generation of Employment
Initiatives for the promotion of
environmental protection
12.1
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 10.1; 10.3; Exhibit II; Note 11
GRI 401: Employment 2016
Employee Safety and Welfare
401-1 New employee hires and
employee turnover
Note 22
5.1, 8.5, 8.6
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 10.3; 10.4; 10.6; Exhibit II; Note
11
99
GRI 401: Employment 2016
GRI 403: Occupational health and safety
2018
401-2 Benefits provided to full-time
employees that are not provided to
temporary or part-time employees
401-3 Parental leave
403-3 Occupational health services
403-6 Promotion of worker health
Note 23
Note 24
10.6
10.6
Diversity, Inclusion, and Non-Discrimination
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8.6; 10.2; Exhibit II; Note 11
GRI 405: Diversity and equal
opportunities 2016
405-1 Diversity of governance bodies
and employees
Note 25
Training and Career Development
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 10,5; Exhibit II; Note 11
GRI 404: Training and education 2016
404-1 Average hours of training per year
per employee
Note 26
404-2 Programs for upgrading employee
skills and transition assistance programs 10.5
404-3 Percentage of employees
receiving regular performance and
career development reviews
Note 27
100
Responsible Value Chain
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 9,2; Exhibit II; Note 11
GRI 308: Supplier environmental
assessment 2016
308-1 New suppliers that were screened
using environmental criteria
9.2
GRI 414: Supplier social assessment
2016
414-1 New suppliers that were screened
using social criteria
9.2
Contribution to the Community
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 11; Exhibit II; Note 11
Company-specific indicator
203-1 Donation of Advertising Space
11.2
Company-specific indicator
Initiatives aimed at community
development
11
NOTES
NOTE 1
Buenos Aires, Argentina
NOTE 2
The Integrated Annual Report covers the period from January 1, 2021 to December 31, 2022. It is published on an annual basis.
101
NOTE 3
Date of publication of the Report: 2023
NOTE 4
We receive inquiries and suggestions at rse@grupoclarin.com
NOTE 5
In the event of a restatement of the information, it is expressly stated in a footnote to the table or indicator presented.
102
NOTE 6
Number of Employees
Workforce broken down by type of contract
Permanent employment contract
Fixed-term contract
Zero-hour contract
Total
Employees by Region
AMBA and the Prov of Buenos Aires
Mendoza
Córdoba
Santiago del Estero
Tucumán
Chubut
Santa Fe
Entre Ríos
La Pampa
Misiones
Salta
San Juan
San Luis
Total
Women
1,302
118
8
1,428
1,249
47
106
2
2
0
13
0
0
0
0
8
1
1,428
Men
2,878
224
25
3,127
Total
4,180
342
33
4,555
2,732
3,981
86
249
13
3
1
26
1
1
4
2
5
4
3,127
133
355
15
5
1
39
1
1
4
2
13
5
4,555
Business units surveyed: AGEA; Cúspide; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior; Los Andes; Radio Mitre; TyC Sports; and Grupo Clarín.
103
NOTE 7
Total number of workers who are not employees, but whose work is controlled by the company: 264.
Types of jobs they perform: administrative, operators, salespeople, cashiers, outdoor cameramen, makeup artists, warehouse keepers, camera directors, and microphone
technicians.
NOTE 8
Jorge Rendo, the Chair of the Board of Directors, also serves as Director of External Relations in the Corporate area.
NOTE 9
Even though the Company has not implemented an annual formal training program, the members of the Board of Directors, in addition to their professional and personal
qualifications and experience, regularly receive updates, through the coordination carried out by the Division of Corporate Affairs, information, training, concerning the industry,
business or regulations, for the adequate fulfillment of their functions and responsibilities, training given by highly qualified officers with experience in the Company's businesses,
renowned market professionals, industry referents or specialized consultancy firms.
NOTE 10
62.33% of the employees are covered by collective bargaining agreements.
The working conditions and employment terms of non-unionized employees are not influenced or determined by other collective bargaining agreements.
104
NOTE 11
Coverage of Material Topics and Impact on Stakeholders
Category
Material Topics
Journalistic Independence and Freedom of Expression
Interaction with the Audience
Diverse and Inclusive Content
Editorial Innovation and Digital Transformation
Accessibility of Content and Protection of the Audience
Journalistic Investigation
Creativity and Talent Engagement
Promotion of Public Debate and Civic Involvement.
Responsible Advertising
Protection of Data
Protection of Intellectual Property
Ethics and Transparency
Accountability
Respect for Human Rights
Generation of Employment
Training and Career Development
Employee Safety and Welfare
Diversity, Inclusion, and Non-Discrimination
Responsible Value Chain
Contribution to the Community
Efficient Use of Materials and Resources and Waste
Management
Energy Efficiency
Reduction of Emissions
Promotion of Environmental Care
Journalism
and
generation of
content.
Corporate
Governance
People
The
Environment
Stakeholders
Audiences/customers/public; journalistic entities; government; media observatories;
community; civil society organizations; international or supranational agencies or entities;
peer/competitor companies; investors and analysts; employees; community; journalistic
entities.
Investors and analysts; advertisers; journalistic entities; unions and employees;
government; media observatories; community; civil society organizations; business
chambers; international or supranational agencies or entities.
Investors; employees; unions; government; community; civil society organizations; media
observatories; international or supranational organizations or entities; suppliers;
audiences/clients/public.
Investors and analysts; government; community; civil society organizations; audience.
105
NOTE 12
We are not aware of significant sanctions and/or fines imposed in relation to substantiated claims regarding violations of customer privacy and loss of customer data during the
year 2022. We did not include claims in respect of which a final decision has not yet been rendered by administrative or judicial courts, and non-appealable non-monetary sanction
warnings (1).
(1) Information provided by the law firm in charge of Grupo Clarín's defense.
NOTE 13
FINANCIAL ASSISTANCE RECEIVED FROM THE GOVERNMENT (in Argentine Pesos)
Tax incentives and reliefs related to companies located in technological and audiovisual districts(1).
Other Tax Incentives/Reliefs (2)
$ 190,931,046
$ 1,439,120,940.34
1.
2.
Business units surveyed: Gestión Compartida and TyC Sports.
Business units surveyed: AGEA Tacuarí and Canal 12
NOTE 14
There were no cases in our operations or those of our suppliers with a significant risk of child labor, nor cases of forced or compulsory labor.
NOTE 15
Emissions Intensity
Direct Emissions (Scope 1) (1)
Indirect Emissions (Scope 2) (2)
Indirect Emissions (Scope 3) (3)
2022
0.52 tn of CO2/employee
3.48 tn of CO2/employee
132.57 tn of CO2/employee
(1) Business units surveyed: AGEA; Canal 13; Canal 12; Polka; Gestión Compartida; La Voz del Interior; Los Andes; Radio Mitre; and TyC Sports.
(2) Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Canal 12, Polka, Gestión Compartida, LVI, Los Andes, Carburando, Radio Mitre, and TyC Sports.
(3) Business units surveyed: Canal 12, Gestión Compartida, La Voz del Interior, Radio Mitre, and TyC Sports.
106
NOTE 16
The consumption of ozone-depleting substances in air-conditioning gases was identified in Diario Clarín.
Ozone-Depleting Substances (ODS)
Total (metric tons CFC-11 equivalent)
HCFC22
NOTE 17
2022
0.0055
2021
0.0045
Recycled Material
Use of paper from sustainable sources (FSC certified)
Total (tons)
2022
2021
3.60
0.70
Business units surveyed in 2021: Canal 12 Córdoba. TyC Sports and AGEA Tacuarí did not recycle FSC sheets.
Business units surveyed in 2022: ARTEAR, Canal 13, and TyC Sports.
NOTE 18
Reused Products
Description of the Material Used
Total (tons)
2022
Amount of Paper Used
Amount of Paper Recovered
Business units surveyed in 2022: TyC Sports
1.17
0.47
107
NOTE 19
Type of Waste
Composition
Disposal / Treatment
Method
Removal Method
Weight (tn)
2021
2022
Y8 Liquid
Y48/Y8C Solid
Y31/Y34 Lead Acid Batteries
Y29 Fluorescent Tubes/Lighting
Equipment
Thermal Destruction
Contractor Procedure
4.05
0.07
2.13
0.72
5.23 (1)
-
-
-
Y1
Autoclave
Contractor Procedure
0.04
0.81 (2)
Hazardous Waste *
Y12 Liquid
Y48/Y12
Y18/Y16
Y48/Y10C
Y10C
Y12 Solid
Y16
Y48
Electronic / cells and batteries
Toners and cartridges
Recycled
On-land incineration
Contractor Procedure
-
-
-
-
-
-
-
-
On-Site Storage
Contractor Procedure
Recycling
-
Non-Hazardous Waste *
Urban Solid Waste
Recycled
Sanitary landfill
Recycling and reuse
*Not imported or exported
Total Hazardous Waste
Contractor Procedure
Contractor Procedure
Total Non-Hazardous Waste
28.14
7.76
13.88
-
-
34.19
0.80
1.20
0.14
0.02
2.35
95.49
715.64
258.31
973.95
17.51 (3)
6.76 (4)
8.30 (5)
1.54 (6)
1.30 (7)
18.70 (8)
-
1.00 (9)
0.08 (10)
0.03 (11)
0.10 (12)
61.36
756.96 (13)
163.11 (14)
920.07
108
(1) Business Units: AGEA Zepita.
(2) Business Unit: AGEA Zepita, ARTEAR Canal 13. ARTEAR Canal 13: Calculated based on transport manifests.
(3) Business Unit: AGEA Zepita, ARTEAR Canal 13.
(4) Business Unit: AGEA Zepita and ARTEAR Canal 13. It includes Y48/Y12C e Y48/Y12D.
(5) Business Units: AGEA Zepita.
(6) Business Unit: AGEA Zepita.
(7) Business Unit: AGEA Zepita.
(8) Business Unit: AGEA Zepita.
(9) Business Unit: Los Andes. Estimated value at 100% based on the rags used for the operation of the machinery. Includes waste classified internally as rags.
(10) Business Unit: TyC Sports. Includes internally categorized waste as cells and batteries. Estimated value considering the number of cells and batteries consumed and their unit weight according to scale weighing.
(11) Business Unit: TyC Sports. Estimated value based on weight of unused material.
(12) Business Unit: Gestión Compartida. Includes PC screens and cables.
(13) Business Unit: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Polka, LVI. ARTEAR Canal 13: 478 tons correspond to wet waste, and the totals consider the number of operational collection days and the equivalence of 1kg=1lt. The waste sent to CEAMSE
includes urban solid waste, waste from sets and prop that are not stained with paint or ink, as well as other dry waste such as wood or metal sheets. LVI: estimated value based on the monthly generation of waste in m3.
(14) Business Unit: AGEA Zepita, ARTEAR Canal 13, Gestión Compartida, LVI, TyC Sports. ARTEAR Canal 13: A unit weight of 300 kg per bag was considered.
NOTE 20
Discharges into Fresh Water
Annual volume discharged in areas without water stress (1)
Annual volume discharged in water stress areas (2)
Total (in megaliters)
49.17
8.04
47.09 megaliters were discharged in third-party water. Business units surveyed: AGEA Zepita, La Voz del Interior and Los Andes. For AGEA Zepita, the amount was estimated based on water delivered by the supplier minus
water evaporated in the cooling tower and that applied in the dilution of the source solution used in the production process.
(2) Los Andes: 2.08 megaliters correspond to irrigation (surface water) and 5.96 megaliters correspond to third-party water. Estimated according to the amount of refills carried out in the irrigation pool for surface water discharged
and we considered the human consumption (main office), water consumption and 9% water absorption by paper (printing plant) for third party water. It is classified as a water stress area according to Aqueduct, World Resources
Institute.
NOTE 21
Fresh Water (1)
Other Water (2)
Water Consumption
Total in 2022 (in megaliters)
92.11
2.11
(1) Business Units: AGEA, ARTEAR, La Voz del Interior, Los Andes, Radio Mitre, and TyC Sports
(2) Business Units: Gestión Compartida.
109
NOTE 22
Total
Breakdown by age
Up to 30
Between 31 and 50
Over 51 years
Breakdown by Gender
Female employees
Male employees
Breakdown by Region
AMBA and Province of
Buenos Aires
Mendoza
Córdoba
Santiago del Estero
Tucumán
Chubut
Santa Fe
Entre Ríos
Misiones
Salta
San Juan
San Luis
New Hires and Employee Turnover 2022
New
Hires
Departures
Rate of hires (1)
Employee Turnover Rate (2)
950
499
399
52
456
494
863
15
45
10
0
0
11
0
3
2
0
1
897
312
475
110
418
479
825
23
32
2
0
0
12
1
0
0
0
2
20.86%
62.22%
15.74%
4.27%
31.93%
15.80%
21.68%
11.28%
12.68%
66.67%
0.00%
0.00%
28.21%
0.00%
75.00%
100.00%
0.00%
20.00%
19.69%
38.90%
18.74%
9.03%
29.27%
15.32%
20.72%
17.29%
9.01%
13.33%
0.00%
0.00%
30.77%
100.00%
0.00%
0.00%
0.00%
40.00%
Business units surveyed: AGEA; Cúspide; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior; Los Andes; Radio Mitre; TyC Sports; and Grupo Clarín.
(1) Calculated as the total new hires divided by the total payroll as of December 31, 2022.
(2) Calculated as the total departures divided by the total payroll as of December 31, 2022.
NOTE 23
Exclusive benefits for full-time employees:
•
Flexible work / home office (1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
•
Friday flex (1)
• Birthday (1) (10)
110
Tarjeta 365 (1) (2) (4) (5) (8) (10)
• Vacation days in addition to those provided by law (1) (3) (8) (10)
• Personal days (1)
• Birthday (4) (8)
• Reimbursement of daycare fees (1) (2) (4) (9) (10)
• Events with the children of our employees(2) (5) (5)
• Benefits for the family of our employees (health care) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
• Benefits for the family of our employees (Fitness Center) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
• Extended maternity leave (1) (3) (5) (8) (10)
• Extended parental leave (1) (4) (8) (10)
• Adoption leave (1) (4) (8) (10)
• Wedding Policy (1) (4) (7)
• Post-maternity leave flexibility (1) (4) (8)
• Breastfeeding room (1) (2) (4) (5) (6) (8)
•
• English Classes (1) (2) (3) (4) (6) (7) (8) (10)
• Preferential prices in insurance (1) (2) (3) (4) (5) (7) (8) (10
• Discounts on various products and services (1) (2) (3) (4) (6) (8) (10)
• Vending machine (1) (2) (3) (4) (5) (6) (7) (8)
•
Financial assistance (1) (4) (5) (8)
•
Long-term savings plan for executives (1) (4) (5) (9) (10)
1. Grupo Clarín
2. Eltrece
3. Radio Mitre
4. TyC Sport
5. La Voz del Interior
6. Los Andes
7. Canal 12
8. Gestión Compartida
9. Polka
10. AGEA
111
NOTE 24
Total Number of Employees
Parental Leave 2022
Number of employees who were entitled to parental leave in 2022
Number of employees who made effective use of the parental leave in 2022
Number of employees who returned to work after the end of the parental leave 2022 and whose leave started and ended in 2022
Number of employees who made effective use of the parental leave in 2022 and are still on leave as of December 31, 2022
Number of employees who made effective use of the parental leave in 2022 and who did not return and are no longer on leave
Number of employees who returned to work after the end of the parental leave in 2022 and whose leave started in 2021 or before
Number of employees who had to return to work after the end of the parental leave in 2022 and whose leave had started in 2021 or before, but
did not return to work
Return-To-Work Rate (2022)
Number of employees who returned to work during 2022 (after the parental leave that started in 2019 or 2020)
Number of employees who returned to work during 2022 (after the parental leave that started in 2019 or 2020) and continued working for 12
months
Retention Rate (2022)
Business units surveyed: AGEA; Cúspide; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior; Los Andes; Radio Mitre; TyC Sports; and Grupo Clarín.
Women
1,428
Men
3,127
38
29
7
2
11
0
37
35
0
2
2
0
95%
95%
24
22
23
21
91.67
91.30
112
NOTE 25
Breakdown of Employees as of December 31, 2022
Distribution by category
Distribution by gender
Professional category
Employees
Directors, General
Managers and Managers
Middle Management
Analysts and
Administrative Staff
Technical Staff
123
897
1473
979
Men
%
85%
73%
54%
88%
Women
%
15%
27%
46%
12%
Other
Business units surveyed: AGEA; Cúspide; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior; Los Andes; Radio Mitre; TyC Sports; and Grupo Clarín.
1083
34%
66%
Employees with Journalistic Functions
Number
Unionized Journalists
Other jobs in journalistic areas that are represented by press unions
Other jobs in journalistic areas that are not represented by press unions
Self-employed workers with journalistic functions in the group’s media
Business units surveyed: AGEA; Carburando; Canal 12; CMI; La Voz del Interior; Los Andes; Radio Mitre, and TyC Sports.
630
77
209
304
113
Employees related to the newsroom area broken down by hierarchy in business units
engaged in print activities
Copy writers
Sub-editors
Editors
Head of Area
Center Table
Editors-in-chief
Total
363
107
95
60
12
7
Business units surveyed: AGEA; Carburando; CMI; La Voz del Interior;
NOTE 26
All the data below includes part-time and full-time employees.
Employee Training in 2022
Training by Employee
Breakdown by Gender
Training by Women
Training by Men
Average Hours of Training
20.05
Total hours of training
83,585
Number of Employees
4,169
32.94
14.27
42,489
41,096
1,290
2,879
Business units surveyed: AGEA; Carburando; Artear Canal 13; Canal 12; Pol-ka; CMI; Gestión Compartida; La Voz del Interior; Radio Mitre; TyC Sports; and Grupo Clarín.
114
NOTE 27
Performance Assessment 2022
Percentage
Employees
Assessed
Number of
Employees
Number of Employees who Received a
Regular Performance Assessment
Breakdown by Gender
Number of Employees who Received a
Regular Performance Assessment -
Women
Number of Employees who Received a
Regular Performance Assessment - Men
20%
569
2,909
23%
18%
199
370
856
2,053
Business units surveyed: AGEA; Cúspide; Artear Canal 13; CMI; La Voz del Interior; Los Andes, and Grupo Clarín.
115
GRUPO CLARÍN S.A.
GRUPO CLARÍN S.A.
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 PRESENTED ON A COMPARATIVE BASIS
GLOSSARY OF TERMS
AGEA .................................................... Arte Gráfico Editorial Argentino S.A.
AGL ....................................................... Artes Gráficas del Litoral S.A.
ARTEAR ................................................ Arte Radiotelevisivo Argentino S.A.
BCBA .................................................... Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires).
BIMO ..................................................... Billetera Móvil S.A.
Cablevisión Holding............................... Cablevisión Holding S.A.
Canal Rural ........................................... Canal Rural Satelital S.A.
CIMECO ................................................ Compañía Inversora en Medios de Comunicación (CIMECO) S.A.
CINIIF ....................................................
CMI ........................................................ Comercializadora de Medios del Interior S.A.
CNV ....................................................... Argentine Securities Commission (Comisión Nacional de Valores)
DLA ....................................................... Diario Los Andes S.A.
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.
International Financial Reporting Interpretations Committee
Exponenciar .......................................... Exponenciar S.A.
FACPCE ................................................
Argentine Federation of Professional Councils in Economic Sciences
(Federación Argentina de Consejos Profesionales de Ciencias Económicas)
FPP ....................................................... Frecuencia Producciones Publicitarias S.A.
GCGC ................................................... GC Gestión Compartida S.A.
GCSA Investments ............................... GCSA Investments, S.A.U.
GC Minor ............................................... GC Minor S.A.U.
GDS ...................................................... Global Depositary Shares
Grupo Clarín, or the Company .............. Grupo Clarín S.A.
IASB ......................................................
IESA ......................................................
IGJ......................................................... Argentine Superintendency of Legal Entities (Inspección General de Justicia)
Impripost ...............................................
INDEC ...................................................
Impripost Tecnologías S.A.
National Institute of Statistics and Census (Instituto Nacional de Estadística
y Censos)
International Accounting Standards Board
Inversora de Eventos S.A.
VAT ....................................................... Value Added Tax
LSE ....................................................... London Stock Exchange
LVI ......................................................... La Voz del Interior S.A.
IAS ........................................................
IFRS ......................................................
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.
Radio Mitre ............................................ Radio Mitre S.A.
Gain (Loss) on Net Monetary Position... Results from changes in the purchasing power of the currency (“RECPAM”,
International Accounting Standards
International Financial Reporting Standards
for its Spanish acronym)
Ríos de Tinta ......................................... Ríos de Tinta S.A de C.V.
Telecom ................................................ Telecom Argentina S.A.
Telecor .................................................. Telecor S.A.C.I.
TRISA .................................................... Tele Red Imagen S.A.
TSC ....................................................... Televisión Satelital Codificada S.A.
UNIR ..................................................... Unir S.A.
URBANO ............................................... Urbano Express Argentina S.A.
- 1 -
GRUPO CLARÍN S.A.
GRUPO CLARÍN S.A.
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 PRESENTED ON A COMPARATIVE BASIS
In Argentine Pesos ($) – Notes 2.1 and 2.12 to the Consolidated 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: April 27, 2017
Registration number with the IGJ: 1,669,734
Expiration of Articles of Incorporation: August 29, 2098
Information on Controlling 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.
CAPITAL STRUCTURE (See Note 13)
Type
Class “A” Common shares, with nominal value of $ 1
Class “B” Common shares, with nominal value of $ 1
Class “C” Common shares, with nominal value of $ 1
Total as of December 31, 2022
Total as of December 31, 2021
Number of
votes per
share
5
1
1
Subscribed,
registered and
paid-in capital
28,226,683
69,203,544
9,345,777
106,776,004
106,776,004
- 2 -
GRUPO CLARÍN S.A.
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Amounts stated in Argentine Pesos – Note 2.1.1)
Sales Revenues
Cost of Sales (1)
Subtotal - Gross Profit
Selling Expenses (1)
Administrative Expenses (1)
Other Income and Expenses, net
Gain (Loss) on Net Monetary Position
Financial Expenses on Debt
Other Financial Results, net
Financial Results
Equity in Earnings from Associates
Income (Loss) before Income Tax
Income Tax
Net (Loss) / Income for the year
Other Comprehensive Income
Notes
December 31,
2022
December 31,
2021
6.1
6.2
6.3
6.3
6.6
6.4
6.5
5.5
7
73,589,917,650
(46,018,047,467)
78,208,097,727
(46,564,617,794)
27,571,870,183
31,643,479,933
(9,106,674,128)
(11,675,934,898)
(137,615,738)
(4,512,093,600)
(1,839,879,806)
(817,399,182)
(7,169,372,588)
437,297,106
(10,119,375,157)
(12,802,424,559)
24,307,999
(2,548,654,265)
(1,067,940,207)
(1,589,274,249)
(5,205,868,721)
871,883,578
(80,430,063)
4,412,003,073
(1,291,696,892)
(1,372,126,955)
(2,338,081,820)
2,073,921,253
Items which can be reclassified to Net Income (Loss)
Variation in Translation Differences of Foreign Operations
Other Comprehensive Income (Loss) for the Year
(45,932,476)
(45,932,476)
(94,104,951)
(94,104,951)
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE
YEAR
(1,418,059,431)
1,979,816,302
(Loss) Income Attributable to:
Shareholders of the Controlling Company
Non-Controlling Interests
Total Comprehensive Income (Loss) Attributable to:
(1,372,158,010)
31,055
2,023,985,617
49,935,636
Shareholders of the Controlling Company
(1,418,090,486)
1,930,137,833
Non-Controlling Interests
Basic and Diluted Net (Loss) Income per Share - Total
14
16
31,055
(12.85)
49,678,469
18.95
(1) Includes amortization of intangible assets and film library, right-of-use assets and depreciation of property, plant and equipment
and investment properties in the amount of $ 3,022,764,319 and $ 3,433,276,817 for the years ended December 31, 2022 and 2021,
respectively.
The accompanying notes are an integral part of these Consolidated Financial Statements.
- 3 -
GRUPO CLARÍN S.A.
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2022 AND 2021
(Amounts stated in Argentine Pesos – Note 2.1.1)
Notes
December 31, 2022
December 31, 2021
ASSETS
NON-CURRENT ASSETS
Property, Plant and Equipment
Intangible Assets
Goodwill
Investment Properties
Deferred Tax Assets
Right-of-Use Assets
Investments in Unconsolidated Affiliates
Other Investments
Inventories
Other Assets
Other Receivables
Total Non-Current Assets
CURRENT ASSETS
Inventories
Other Assets
Other Receivables
Trade Receivables
Other Investments
Cash and Banks
Total Current Assets
Total Assets
EQUITY (as per the corresponding statement)
Attributable to Shareholders of the Controlling Company
Shareholders’ Contribution
Other Items
Retained Earnings
Total Attributable to Shareholders of the Controlling Company
Attributable to Non-Controlling Interests
Total Equity
LIABILITIES
NON-CURRENT LIABILITIES
Provisions and Other Charges
Financial Debt
Lease Liabilities
Deferred Tax Liabilities
Taxes Payable
Other Liabilities
Trade and Other Payables
Total Non-Current Liabilities
CURRENT LIABILITIES
Financial Debt
Lease Liabilities
Taxes Payable
Other Liabilities
Trade and Other Payables
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
5.1
5.2
5.4
5.3
7
5.17
5.5
5.6
5.7
5.8
5.9
5.7
5.8
5.9
5.10
5.6
5.11
5.12
5.13
5.17
7
5.14
5.15
5.16
5.13
5.17
5.14
5.15
5.16
17,830,117,635
1,525,696,892
53,548,419
1,862,672,092
1,923,222,276
80,090,897
9,444,870,195
452,348,307
770,178,684
120,193,040
130,802,367
34,193,740,804
4,452,217,966
496,125,570
5,173,759,849
18,295,371,488
6,053,406,205
2,141,997,088
36,612,878,166
70,806,618,970
35,803,471,094
(67,637,982)
5,043,007,491
40,778,840,603
221,016,795
40,999,857,398
2,795,166,834
2,073,366,402
13,429,782
1,412,958,476
10,898,985
993,760,767
37,715,865
7,337,297,111
1,425,689,597
56,909,026
751,907,766
3,407,425,652
16,827,532,420
22,469,464,461
29,806,761,572
70,806,618,970
19,623,733,407
1,584,352,390
53,548,419
-
2,757,597,298
136,181,153
8,765,310,251
6,169,511
325,437,750
156,483,482
251,072,876
33,659,886,537
5,030,159,317
539,335,277
5,218,918,450
21,954,396,159
4,069,559,820
4,310,037,654
41,122,406,677
74,782,293,214
35,803,471,094
(21,705,506)
6,415,165,501
42,196,931,089
283,336,959
42,480,268,048
3,274,752,302
169,103,363
29,960,072
1,235,565,549
14,476,424
612,022,490
53,969,366
5,389,849,566
3,124,421,577
107,683,771
892,265,295
3,049,330,272
19,738,474,685
26,912,175,600
32,302,025,166
74,782,293,214
The accompanying notes are an integral part of these Consolidated Financial Statements.
- 4 -
GRUPO CLARÍN S.A.
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Amounts stated in Argentine Pesos – Note 2.1.1)
Shareholders’ Contribution
Inflation
Adjustment
on Capital
Stock
Additional
Paid-in Capital
Capital Stock
Equity attributable to Shareholders of the Controlling Company
Other Items
Retained Earnings
Subtotal
Translation
of Foreign
Operations
Other
Reserves
Legal Reserve
Voluntary
Reserves (1)
Retained Earnings
Total Equity of
Controlling
Company
Equity
Attributable to
Non-
Controlling
Interests
Total Equity
Balances as of December 31, 2020
Absorption of Accumulated Deficit with Paid-in
Capital (Note 13.2)
Dividends and Other Movements of Non-
Controlling Interest
Net Income (Loss) for the Year
Other Comprehensive Income:
Variation in Translation Differences of Foreign
Operations
106,776,004 14,932,832,269 21,574,376,716 36,613,984,989
577,324,231
(505,181,953)
- 4,391,179,884
(810,513,895)
40,266,793,256
282,212,097
40,549,005,353
-
-
-
-
-
-
-
-
(810,513,895)
(810,513,895)
-
-
-
-
-
-
-
-
-
(93,847,784)
-
-
-
-
-
-
-
-
-
-
-
-
810,513,895
-
-
-
-
-
(48,553,607)
(48,553,607)
2,023,985,617
2,023,985,617
49,935,636
2,073,921,253
-
(93,847,784)
(257,167)
(94,104,951)
Balances as of December 31, 2021
106,776,004 14,932,832,269 20,763,862,821 35,803,471,094
483,476,447
(505,181,953)
- 4,391,179,884
2,023,985,617
42,196,931,089
283,336,959
42,480,268,048
Set-up of Legal Reserve (Note 13.2)
Dividends and Other Movements of Non-
Controlling Interest
Loss for the year
Other Comprehensive Income:
Variation in Translation Differences of Foreign
Operations
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(45,932,476)
-
-
-
-
2,023,985,617
-
-
-
-
-
-
-
(2,023,985,617)
-
-
-
-
-
(62,351,219)
(62,351,219)
(1,372,158,010)
(1,372,158,010)
31,055
(1,372,126,955)
-
(45,932,476)
-
(45,932,476)
Balances as of December 31, 2022
106,776,004 14,932,832,269 20,763,862,821 35,803,471,094
437,543,971
(505,181,953)
2,023,985,617
4,391,179,884
(1,372,158,010)
40,778,840,603
221,016,795
40,999,857,398
(1) Corresponds to Judicial Reserve for Future Dividends Distribution
The accompanying notes are an integral part of these Consolidated Financial Statements.
- 5 -
GRUPO CLARÍN S.A.
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(Amounts stated in Argentine Pesos – Note 2.1.1)
December 31, 2022
December 31, 2021
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net (Loss) / Income for the year
Income Tax
Accrued Interest, net
Adjustments to reconcile net loss/ income for the year to cash provided by operating activities:
Depreciation of Property, Plant and Equipment
Amortization of Intangible Assets and Film Library
Amortization of Right-of-Use Assets
Depreciation of Investment Properties
Net Allowances
Financial Income, except Interest
Equity in Earnings from Associates
Impairment of Goodwill
Gain (Loss) on Net Monetary Position
Other Income and Expenses, net
Changes in Assets and Liabilities:
Trade Receivables
Other Receivables
Inventories
Other Assets
Trade and Other Payables
Taxes Payable
Other Liabilities
Provisions
Payments of Income tax
(1,372,126,955)
1,291,696,892
366,445,132
2,255,348,019
556,287,779
193,379,424
17,749,097
1,095,518,612
1,492,077,105
(437,297,106)
87,970,013
4,512,093,600
35,380,077
(10,805,079,734)
(3,118,065,111)
(940,448,761)
67,749,348
8,638,262,229
959,400,895
2,035,587,952
(254,115,818)
(1,379,325,178)
2,073,921,253
2,338,081,820
(4,324,886)
2,458,256,535
753,884,540
221,135,742
-
1,498,482,239
1,500,576,061
(871,883,578)
129,564,603
2,548,654,265
(101,687,854)
(9,327,796,420)
(1,500,727,194)
(2,798,707,005)
(220,130,436)
8,969,246,059
13,530,564
1,443,891,504
(470,062,690)
(3,385,198,486)
Net Cash Flows provided by Operating Activities
5,298,487,511
5,268,706,636
CASH FLOWS PROVIDED BY INVESTMENT ACTIVITIES
Payments for Acquisition of Property, Plant and Equipment
Payments for Acquisition of Intangible Assets
Proceeds from Sale of Property, Plant and Equipment and Intangible Assets
Dividends Collected from Investments in Unconsolidated Affiliates
Proceeds from Disposal of Term Investments
Placements of Forward Instruments
Loans Granted
Collections of Loans
Proceeds from Disposal of Unconsolidated Affiliates
Payment of capital contributions
Transactions with Securities, Bonds and Other Placements, Net
Net Cash Flows used in Investment Activities
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Loans Obtained
Payment of Financial Debt
Payment of Interest
Collection of Counter Guarantee (Note 17.d)
Payment of Lease Liabilities
Payments to Non-Controlling Interests, net
Net Cash Flows provided by / (used in) Financing Activities
Net Increase in Cash Flow
Cash and Cash Equivalents at the Beginning of the Year
FINANCIAL RESULTS (INCLUDING GAIN (LOSS) ON NET MONETARY POSITION) OF
CASH AND CASH EQUIVALENTS
Net effect of the increase in cash from consolidation and deconsolidation of subsidiaries
(2,529,886,982)
(479,372,466)
21,396,647
199,590,283
278,100,739
(1,121,917,557)
-
-
94,359,928
(393,732,374)
(1,215,632,520)
(5,147,094,302)
1,581,635,571
(494,532,908)
(436,270,202)
533,251,746
(168,907,460)
(18,106,545)
997,070,202
1,148,463,411
8,345,119,384
(1,750,420,401)
2,009,580
(1,880,364,185)
(671,130,332)
236,320,105
336,606,390
2,262,487,718
(1,247,387,267)
(45,213,148)
71,067,688
120,110,626
(419,628,109)
(1,026,227,582)
(2,263,358,096)
1,173,017,686
(1,643,346,974)
(199,738,299)
-
(206,212,088)
(29,843,087)
(906,122,762)
2,099,225,778
8,195,163,175
(2,010,044,851)
60,775,282
Cash and Cash Equivalents at the Closing of the Year (Note 2.25)
7,745,171,974
8,345,119,384
The accompanying notes are an integral part of these Consolidated Financial Statements.
- 6 -
GRUPO CLARÍN S.A.
INDEX OF THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
INCOME TAX
1. GENERAL INFORMATION
2. BASIS FOR THE PREPARATION AND PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
3. ACCOUNTING ESTIMATES AND JUDGMENTS
4. SEGMENT INFORMATION
5. BREAKDOWN OF THE MAIN ITEMS OF THE STATEMENT OF FINANCIAL POSITION
6. BREAKDOWN OF THE MAIN ITEMS OF THE STATEMENT OF COMPREHENSIVE INCOME
7.
8. PROVISIONS AND OTHER CONTINGENCIES
9. REGULATORY FRAMEWORK
10. CALL OPTIONS
11. FINANCIAL INSTRUMENTS
12. INTERESTS IN SUBSIDIARIES AND AFFILIATES
13. CAPITAL STOCK, RESERVES, RETAINED EARNINGS, AND DIVIDENDS
14. NON-CONTROLLING INTEREST
15. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
16. EARNINGS PER SHARE
17. COVENANTS, SURETIES AND GUARANTEES PROVIDED
18. LONG-TERM SAVINGS PLAN FOR EMPLOYEES
19. OPERATING LEASES
20. LAW No. 26,831 CAPITAL MARKETS
21. IMPACT OF CORONAVIRUS
22. APPROVAL OF FINANCIAL STATEMENTS
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GRUPO CLARÍN S.A.
GRUPO CLARÍN S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022,
PRESENTED ON A COMPARATIVE BASIS
(Amounts stated in Argentine Pesos – Note 2.1.1)
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 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 as of December 31, 2022:
− Print and Digital Publications, 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 children’s magazine Genios is the children’s
magazine with the highest circulation in Argentina.
− 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.
− Other, consisting mainly of the operations of 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
Through General Resolutions No. 562/09 and No. 576/10, the Argentine Securities Commission (“CNV”, for its
Spanish acronym) provided for the application of Technical Resolutions (“TR”) No. 26 and No. 29 issued by the
Argentine Federation of Professional Councils of Economic Sciences (“FACPCE”, for its Spanish acronym), which
adopt the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards
Board (“IASB”) for entities subject to the public offering regime governed by Law No. 26,831, whether on account
of their equity or their notes, or which have requested authorization to be subject to such regime. The FACPCE
issues Adoption Communications in order to implement IASB resolutions in Argentina.
These Consolidated Financial Statements of Grupo Clarín for the year ended December 31, 2022, presented on
a comparative basis, have been prepared in accordance with IFRS. Certain additional matters were included as
required by the Argentine General 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.
In preparing these consolidated financial statements for the year ending December 31, 2022, and for the purposes
of presentation to the London Stock Exchange (LSE), the Company has followed accounting policies that are in
accordance with IFRS.
These Consolidated Financial Statements have been prepared based on restated historical cost, as mentioned
in Note 2.1.1, 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.
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GRUPO CLARÍN S.A.
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 at the meeting held on April 20, 2023,
is presented in Argentine Pesos ($), the Argentine legal tender, and arises from accounting records kept by Grupo
Clarín S.A. and its subsidiaries.
2.1.1 Application of IAS 29 (Financial Reporting in Hyperinflationary Economies)
IAS 29 -Financial Reporting in Hyperinflationary Economies requires that the financial statements of an entity that
reports in the currency of a highly inflationary economy shall be stated in terms of the measuring unit current at
the closing date of the reporting year / period, regardless of whether they are based on a historical cost approach
or a current cost approach. To this end, in general terms, the inflation rate must be computed in the non-monetary
items as from the acquisition date or the revaluation date, as applicable. These requirements also comprise the
comparative information of the financial statements.
To determine the existence of a highly inflationary economy under the terms of IAS 29, the standard details a
series of factors to consider, including a cumulative inflation rate over three years that is close to or exceeds
100%. This is why, in accordance with IAS 29, Argentine economy should be considered as a highly inflationary
economy as from July 1, 2018.
In addition, Law No. 27,468, published in the Official Gazette on December 4, 2018, amended Section 10 of Law
No. 23,928, as amended, providing that the repeal of all the laws and regulations that establish or authorize price
indexation, currency restatement, cost variance, and any other form of restatement of debts, taxes, prices or fees
related to property, works or services, does not apply to financial statements, which remain subject to Section 62
in fine of the General Associations Law (as restated in 1984), as amended. In addition, it repealed Decree No.
1,269/2002 dated July 16, 2002, as amended, and delegated on the Executive Branch, through its oversight
agencies, the power to set the date as from which those regulations will come into effect with respect to financial
statements. On December 28, 2018, through General Resolution No. 777/2018, the CNV provided that issuers
under its oversight must apply the method to restate annual, interim and special financial statements in constant
currency, as established by IAS 29, for fiscal years ended on or after December 31, 2018. Therefore, these
Consolidated Financial Statements have been restated in constant currency as of December 31, 2022.
According to IAS 29, the financial statements of an entity that reports in the currency of a highly inflationary
economy shall be stated in terms of the measuring unit current at the closing date of the financial statements.
The inflation adjustment was calculated taking into consideration the indexes established by the FACPCE based
on the price indexes published by INDEC. The following table shows the evolution of those indexes over the last
three fiscal years, according to official statistics (INDEC) in accordance with the guidelines described under
Resolution No. 539/18:
General Price Index (December
2016=100)
Variation of Prices
Annual
Accumulated over 3 years
As of December 31,
2020
As of December
31, 2021
As of December
31, 2022
385.88
582.46
1,134.59
36.1%
209.2%
50.9%
216.1%
94.8%
300.3%
The main procedures applied for the above-mentioned inflation adjustment were the following:
-
-
The monetary assets and liabilities recorded at the currency unit of the financial statement are not restated
because they are already stated in terms of the measuring unit current at the closing date of the financial
statements.
The non-monetary assets and liabilities recorded at cost at the date of the financial statement, and the equity
items, are restated by applying the corresponding adjustment coefficients.
- All the elements of the Statement of comprehensive income are adjusted by applying the corresponding
adjustment coefficients.
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GRUPO CLARÍN S.A.
-
-
The effect of inflation on the Company's net monetary position is included in the Statement of comprehensive
income under the item “Gain (Loss) on Net Monetary Position”.
The comparative figures have been restated for inflation following the same procedure explained above and
after that, they were restated as of the date of these Financial Statements.
The following is a description of the initial application of the inflation adjustment in the most relevant equity
accounts:
-
-
The capital stock was restated since the date of subscription or since the date of the last inflation adjustment
for accounting purposes, whichever occurred later. The difference between the nominal value of the capital
stock and its value restated for inflation is disclosed under “Inflation Adjustment on Capital Stock.”
The paid-in capital was restated since the date of subscription or since the date of the last inflation adjustment
for accounting purposes, whichever occurs later.
- Other comprehensive income was restated since each date of the accounting entry.
-
The other reserves were restated since January 1, 2017, which was the first day of the comparative year at
the time of the initial application of the adjustment for inflation.
2.2 Standards and Interpretations issued but not adopted to date
As of the date of these Consolidated Financial Statements, no new standards have been issued that apply to the
Company for the fiscal year that began on January 1, 2022 and/or in subsequent years.
2.3. Standards and Interpretations Issued and Adopted to Date
As of the date of these Consolidated Financial Statements, no new standards have been issued that apply to the
Company for this year.
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.
For consolidation purposes, the intercompany transactions and the balances between the Company and the
consolidated subsidiaries have been eliminated. Unrealized income has also been eliminated.
Below is a detail of the most significant 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
AGEA
CIMECO
ARTEAR (1)
IESA
Radio Mitre
GCGC
(1) Interest in votes amounts to 99.7%.
.
Direct or Indirect Interest in
the Capital Stock and Votes
(%)
December
31, 2022
December
31, 2021
100.0%
100.0%
99.3%
100.0%
100.0%
100.0%
100.0%
100.0%
99.3%
100.0%
100.0%
100.0%
- 10 -
GRUPO CLARÍN S.A.
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 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 controlling 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 purpose of the subsequent valuation for the interest
retained as associate, joint operation, or financial instrument. Additionally, any amount previously recognized
under 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 under Other
Comprehensive Income may be reclassified to the statement of income.
2.5 Business Combinations
The Company applies the acquisition method of accounting 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 acquired
company. 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, identified
during the measurement period, are adjusted against the acquisition cost.
The measurement period is the effective period that begins on the acquisition date and ends on the date on which
the Company obtains all the information about the facts and circumstances existing on the acquisition date, which
may not extend beyond one year after 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 the statement
of income.
The changes in the fair value of the contingent consideration classified as equity are not recognized.
In the cases of business combinations conducted in stages, the Company’s equity interest in the acquiree is
remeasured at fair value on its acquisition date (i.e., the date on which the Company obtained control) and the
resulting gain or loss, if any, is recognized in the statement of income or in other comprehensive income, as
appropriate according to the source of the variation. In the periods preceding the reporting periods, the Company
may have recognized under 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 under 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 the statement of
income.
- 11 -
GRUPO CLARÍN S.A.
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 acquired company.
2.6 Investments in Associates
An associate is an entity over which the Company has significant influence, without exercising control, generally
accompanied by equity holdings of between 20% and 50% of voting rights.
The associates’ net income and their 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 (loss) 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 the statement of income.
Unrealized gains or losses on transactions between the Company (and its subsidiaries) and 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, restated as mentioned in Note 2.1.1.
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 Investments in unconsolidated affiliates.
The Consolidated Financial Statements as of December 31, 2022 do not include balances from interests in joint
operations.
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 share in the amounts recognized for the net identifiable
assets of the acquired company.
- 12 -
GRUPO CLARÍN S.A.
If, after the fair value measurement, the Company's share in the fair value of the net identifiable assets of the
acquiree exceeds the amount of the transferred consideration, the amount of any non-controlling interest in such
company and the fair value of the interest previously held by the acquirer in the acquiree (if any), that excess is
immediately recognized in the statement of comprehensive income as income from purchase in very profitable
terms.
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 a subsidiary, the amount attributable to goodwill is included in the calculation of the
gain or loss for retirement.
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:
- Print and Digital Publications
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.
Those revenues are calculated taking into consideration the estimated amount of any discount, benefit, or price
reduction that the Company and its subsidiaries may grant.
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.
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.
Digital advertising revenues are recorded according to the price set for each site and section where advertising
is served, considering its placement and format. Revenues from online advertising for sponsorship or fixed
positions are recognized over the term set for the ad, while revenues from online advertising for served print ads
are recognized based on the number of times the ad was displayed on the web.
- 13 -
GRUPO CLARÍN S.A.
- Broadcasting and Programming
television 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.
Advertising revenues are calculated taking into consideration the estimated amount of any discount, benefit, or
price reduction that the Company and its subsidiaries may grant.
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 and Other Payables.
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 statement of financial position as an obligation under financial leases recorded
under lease liabilities.
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.
Until December 31, 2018, the rentals under operating leases were charged to income on a straight-line basis over
the corresponding lease term. As from January 1, 2019, the Company has applied IFRS 16 regarding operating
lease agreements.
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 companies is the Uruguayan Peso.
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.
The exchange differences were charged to income (loss) for the period in which they were generated.
In preparing the Company’s Consolidated Financial Statements, asset and liability balances of the entities which
functional currency is not the Argentine peso, expressed in their own functional currency (Uruguayan Peso) are
translated into Argentine pesos at the exchange rate prevailing at the end of the year, while net income is
- 14 -
GRUPO CLARÍN S.A.
translated at the exchange rate prevailing on the transaction date. Translation differences are recognized under
other comprehensive income as “Variation in Translation Differences of Foreign Operations”.
2.13 Financial Expenses on Debt
Financial expenses on debt 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 expenses on debt to be capitalized.
All other financial expenses on debt were charged to income (loss) for the period in which they were generated.
2.14 Taxes
2.14.1 Current and Deferred Income Tax for the year
The income tax charge reflects the sum of current income tax and deferred income tax.
Current and deferred taxes are recognized as expense or income (loss) 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
under 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.
2.14.1.1 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.
Law No. 27,630, published in the Official Gazette on June 16, 2021, provided for a tiered tax rate structure based
on the taxable income of each taxpayer: 25% for annual taxable income of up to $5 million; 30% for annual taxable
income exceeding $5 million up to $50 million; and 35% for annual taxable income exceeding $ 50 million. The
amounts established for each bracket will be adjusted once a year as from 2022 based on the National IPC
corresponding to October of the year prior to the year in which the adjustment is made compared to the same
month of the previous year. The current brackets for fiscal year 2022 are the following: 25% for annual taxable
income of up to $7.6 million; 30% for annual taxable income exceeding $7.6 million up to $76 million; and 35%
for annual taxable income exceeding $ 76 million.
Income Tax Inflation Adjustment
Pursuant to the provisions of the Income Tax Law that are in effect, the Company applies the inflation adjustment
set forth under Title VI of the income tax law as from 2019 because, starting that year, the percentage changes
in the IPC index reached the levels set forth in the law.
In addition, said laws provide that in order to calculate inflation adjustments corresponding to the first and second
fiscal year beginning as from January 1, 2019, one-sixth of the inflation adjustment shall be allocated to that fiscal
year, and the remaining five-sixths shall be allocated in equal parts, to each of the five immediately following fiscal
periods. The adjustment for inflation corresponding to fiscal years beginning on or after January 1, 2021 is fully
recognized in this fiscal year.
Acquisitions or investments made in fiscal years beginning on or after January 1, 2018 are restated for inflation
based on the percentage variations of the Consumer Price Index (IPC, for its Spanish acronym) published by the
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GRUPO CLARÍN S.A.
National Institute of Statistics and Census. Such adjustment will increase deductible amortization and tax cost in
the event of a sale.
2.14.1.2 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 probable 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 probable 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.
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.
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.
2.14.2 Value Added Tax
Through Decree No. 1,094/18, the Executive Branch enacted Law No. 27,467, which established the following
provisions regarding value-added tax ("VAT"):
(i) Allocation of Social Security Contributions: Entities may allocate employer’s contributions on the payroll as a
tax credit against VAT. These contributions must have been accrued in the fiscal period and effectively paid at
the moment of submitting the VAT return. Qualifying entities are those engaged in the following activities:
broadcast television or physical link and/or radio electric link subscription television services, audio broadcasting,
cable television signals, newspaper, magazine or periodical publishing companies or companies engaged in
digital journalism, and the distributors of those publishing companies. In case the payment of that amount is made
after the time provided, entities may allocate employer’s contributions on the payroll as a tax credit against VAT
in the tax return for the fiscal period in which social contributions were paid. As provided above, when the salaries
that give rise to the employer’s contributions that may be allocated as a tax credit against VAT are also related to
other activities outside the scope of this benefit, the amounts of those contributions will be allocated pro rata for
the sole purpose of calculating the ratable portion that qualifies for the benefit. The amounts of such employer’s
contributions shall be counted as a VAT credit up to the amount of the output tax for the relevant period, before
allocating the other tax credits.
(ii) VAT Exemption: The sales, leases related to the development, construction or manufacturing of chattel at the
request of a third party, imports and leases and services relating to the following items, are exempted from VAT:
books, brochures and similar printed products, including book series or loose leaves that make up the whole work
or part of it, and newspapers, magazines and similar periodic printed publications, as well as subscriptions to
digital periodic editions of online information, throughout the entire marketing and distribution chain, in all cases
irrespective of the support or means used for their dissemination. The distribution, classification, delivery and/or
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GRUPO CLARÍN S.A.
return of newspapers, magazines, and periodical publications provided to entities engaged in editorial production
do not qualify for VAT exemption.
(iii) Special Treatment. Tax Credit related to newspapers, magazines, digital editions and books: The entities
engaged in editorial printing and/or production of books, brochures and similar printed publications, or of
newspapers, magazines and periodical publications, as well as digital journalistic editions of online information
and their distributors, to the extent all of them qualify for the tax exemption under the VAT Law, may allocate the
tax credit generated by transactions that qualify for the above-mentioned exemption against the output tax
generated by other transactions subject to VAT. Any unused balance can be credited against other taxes
controlled by AFIP, or be returned or transferred to responsible third parties in the manner, terms and conditions
established by the AFIP to such end.
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, restated as mentioned in Note 2.1.1, 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, restated as mentioned in Note 2.1.1, less any recognized impairment loss.
The cost includes professional fees and, in the case of qualifying assets, capitalized financial expenses on debt
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 Expenses, net” in the Consolidated Statement of Comprehensive Income.
The residual value of an asset is written down to its recoverable value, if the asset’s restated residual value
exceeds its estimated recoverable value (see Note 2.18).
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, restated as mentioned in Note 2.1.1, 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.
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GRUPO CLARÍN S.A.
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, restated as
mentioned in Note 2.1.1, 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, restated as mentioned in
Note 2.1.1, 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 Investment Properties
Investment property comprises Property intended for leasing to a third party instead of being used for the provision
of services or for administrative purposes. It is recorded at cost, restated as mentioned in Note 2.1.1, less
accumulated depreciation and any accumulated impairment loss.
The depreciation of the property classified as investment property 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.
The gain or loss arising from the retirement or disposal of an item of investment property 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 Expenses, net” in the Consolidated 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.
The fair value of the investment property is determined by a renowned professional appraiser with experience in
the location in which the property is located. It amounts to approximately $ 12,000 million as of December 31,
2022.
2.18 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
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GRUPO CLARÍN S.A.
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.
2.19 Inventories
Inventories are valued at the lower of acquisition cost and/or production cost, restated as mentioned in Note 2.1.1,
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.
The criterion followed to expense each of these inventory items is as follows:
− 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.
2.20 Other Assets
The assets included in this item have been valued at acquisition cost.
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.
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GRUPO CLARÍN S.A.
2.21. Provisions and Other Charges
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 probable 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.
2.22 Financial Instruments
Financial assets and liabilities, on initial recognition, are measured at transaction price as of the acquisition date.
Financial assets are derecognized in the financial statement when the rights to receive cash flows from them
have expired or have been transferred and the Company has transferred substantially all the risks and benefits
of ownership.
2.22.1 Financial Assets
Upon initial recognition, in accordance with IFRS 9, financial assets are subsequently measured at either
amortized cost, or fair value, on the basis of:
(a) the Company’s business model for managing the financial assets; and
(b) the contractual cash flow characteristics of the financial asset.
A financial asset shall be measured at amortized cost if both of the following conditions are met:
(a) the asset is held within a business model whose objective is to hold assets in order to collect contractual cash
flows, and
(b) the contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
A financial asset that is not measured at amortized cost according to the paragraphs above is measured at fair
value.
Financial assets include:
Cash and Cash Equivalents
Cash and cash equivalents includes Cash and banks and short-term and highly liquid investments that are readily
convertible into cash, subject to an insignificant risk of changes in value and their original maturity or the remaining
maturity at the date of purchase does not exceed three months.
Cash and cash equivalents are recorded, according to their nature, at fair value or amortized cost.
Investments in mutual funds are carried at fair value. Gains and losses are included in Other Financial Results,
net.
Investments in Government Securities were valued at amortized cost or at fair value, according to the business
model established by the Company.
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GRUPO CLARÍN S.A.
Balances in foreign currency have been valued as mentioned above, at the exchange rates effective at the closing
of each year. The exchange differences were charged to income for each year.
Trade and Other Receivables
Trade and other receivables classified as either current or non-current assets are initially recognized at fair value
and subsequently measured at amortized cost using the effective interest method, less allowances for
uncollectibility. Interest income is recognized using the effective interest rate method, except for short-term
balances for which the recognition of interest is not significant.
Balances in foreign currency have been valued as mentioned above, at the exchange rates effective at the closing
of each year. The exchange differences were charged to income for each year.
Investments
Depending on the business model adopted by Management, Securities and Bonds may be valued at amortized
cost or at fair value and its results are recognized under Other Financial Results, net.
Balances in foreign currency have been valued as mentioned above, at the exchange rates effective at the closing
of each year. The exchange differences were charged to income for each year.
Impairment of Financial Assets
At the time of initial recognition of financial assets (and at each closing), the Company estimates the expected
losses, with an early recognition of a provision, pursuant to IFRS 9.
In the case of trade receivables, as from January 1, 2018, the Company measures the allowance for bad debts
in an amount equal to the lifetime expected credit losses.
The expected losses to be recognized are calculated based on a percentage of uncollectibility per maturity ranges
of each financial credit. For such purposes, the Company analyzes the performance of the financial assets
grouped by type of market. Said historical percentage must contemplate the future collectibility expectations
regarding those credits and, therefore, those estimated changes in performance.
Given the nature of Other receivables, the Company conducts an uncollectibility analysis for each case in
particular.
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.
2.22.2 Financial Liabilities
Financial liabilities comprise trade and other payables, financial debt, and certain liabilities included in Other
Liabilities.
Financial liabilities are initially recognized at fair value and subsequently measured at amortized cost. Amortized
cost represents the initial amount net of principal repayments made, adjusted by the amortization of any
differences between the initial amount and the maturity amount using the effective interest method.
Balances in foreign currency have been valued as mentioned above, at the exchange rates effective at the closing
of each year. The exchange differences were charged to income for each year.
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GRUPO CLARÍN S.A.
Derecognition of Financial Liabilities
The Company 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, canceled, or expires.
2.22.3 Derivatives
Derivatives, if any, 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 the statement of 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.
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.
The other liabilities have been valued at nominal value.
2.24 Assets and Liabilities Held for Distribution to Shareholders
Non-current assets and liabilities (or disposal groups) are classified as assets and liabilities held for distribution
to shareholders when an entity undertakes to distribute them to its shareholders, to the extent such distribution is
highly likely to occur and they are available for immediate distribution in their then current conditions.
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 “Financial Debt” in the Consolidated Statement of Financial Position.
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 Statement of Financial Position as follows:
Cash and Banks
Short-term investments with original maturities shorter than
90 days
Total
2,141,997,088
4,310,037,654
5,603,174,886
7,745,171,974
(1)
4,035,081,730
8,345,119,384
December 31,
2022
December 31,
2021
(1) As of December 31, 2022, it does not include $442 million in fixed-term deposits and $8 million in government securities.
In the years ended December 31, 2022 and 2021, the following significant transactions were carried out, which
did not have an impact on cash and cash equivalents:
Acquisition of Equity Interests Pending Settlement
Collection of trade receivables through government bonds
New right-of-use assets owed
Acquisition of Equity Interests through Capitalization of
Credits
Capital Contributions to a Jointly Controlled Entity through
Capitalization of Loans
December 31,
2022
December 31,
2021
-
-
140,404,325
-
-
316,691,267
33,514,451
112,674,986
254,323,966
113,853,111
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GRUPO CLARÍN S.A.
Settlement of Dividends to Minority Interests through
Settlement of Debt
Collection of Trade Receivables with Other Assets
Settlement of trade payables through the sale of property,
plant and equipment
26,851,623
-
4,910,756
62,697,341
12,403,649
-
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. In addition, and in accordance with IFRS 9, for the calculation of the allowance for bad
debts on trade receivables the Company considers the expected credit losses over their total useful life.
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 probable 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 probable 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
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GRUPO CLARÍN S.A.
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.
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, intangible assets, and investment properties)
Certain assets, including property, plant and equipment, intangible assets, and investment properties 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 2.18.
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:
− The segment Print and Digital Publications mainly comprises the operations of its subsidiary AGEA and its
subsidiary Cúspide, the printing business of OSA, 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, Pol-Ka, and Carburando.
− Other: mainly comprises the operations of its controlled company GCGC. Additionally, this segment includes
the Company’s own operations (typical of a holding company).
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 information as of December 31, 2022 and 2021 was prepared in accordance with IFRS, except for
the non-application of IAS 29, due to the fact that the Board of Directors analyzes the information in historical
currency for the business segments identified by the Company.
Note 1 to these Consolidated Financial Statements includes additional information about the Company’s
businesses.
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GRUPO CLARÍN S.A.
Information arising from Consolidated Income
Statements as of December 31, 2022
Net Sales to Third Parties (2)
Intersegment Sales
Net Sales
Cost of sales -excluding depreciation and
amortization
Subtotal
Expenses - excluding depreciation and amortization
Selling Expenses
Administrative Expenses
Adjusted EBITDA
Depreciation of Property, Plant and Equipment
Amortization of Intangible Assets and Film Library (3)
Amortization of Right-of-Use Assets
Depreciation of Investment Properties
Other Income and Expenses, net
Financial Expenses on Debt
Gain (Loss) on Net Monetary Position
Other Financial Results, net
Financial Results
Equity in Earnings from Associates
Income Tax
Net Income (Loss) for the Year
Additional consolidated information as of
December 31, 2022
Payments for Acquisition of Property, Plant and
Equipment
Print and Digital
Publications in
Historical
Currency
Print and
Digital
Publications
restated in
Constant
Currency
Broadcasting
and
programming
in historical
currency
Broadcasting
and
programming
restated in
constant
currency
Other in
Historical
Currency
Other restated
in constant
currency
Eliminations
(1)
Total
consolidated
results restated
in constant
currency
24,523,602,788
32,894,247,088
28,327,079,820
37,995,965,395
2,012,707,480
2,699,705,167
-
73,589,917,650
236,130,320
316,728,711
201,587,382
270,395,227
1,897,357,928
2,544,983,338
(3,132,107,276)
-
24,759,733,108
33,210,975,799
28,528,667,202
38,266,360,622
3,910,065,408
5,244,688,505
(3,132,107,276)
73,589,917,650
(13,506,107,395)
11,253,625,713
(18,116,148,663)
15,094,827,136
(16,984,018,203)
11,544,648,999
(22,781,175,186)
15,485,185,436
(2,476,161,466)
1,433,903,942
(3,321,349,958)
1,923,338,547
547,394,108
(2,584,713,168)
(43,671,279,699)
29,918,637,951
(5,567,510,810)
(4,050,840,010)
1,635,274,893
(7,467,869,947)
(5,433,513,720)
2,193,443,469
(1,244,637,545)
(4,587,892,161)
5,712,119,293
(1,669,469,828)
(6,153,877,946)
7,661,837,662
(107,428,335)
(1,358,723,936)
(32,248,329)
(144,096,861)
(1,822,497,341)
(43,255,655)
366,716,678
2,217,996,490
-
(8,914,719,958)
(11,191,892,517)
9,812,025,476
(2,255,348,019)
(556,287,779)
(193,379,424)
(17,749,097)
(137,615,738)
(1,839,879,806)
(4,512,093,600)
(817,399,182)
(7,169,372,588)
437,297,106
(1,291,696,892)
(1,372,126,955)
-
-
2,529,886,982
479,372,466
179,539,615
240,822,003
1,653,703,260
2,218,161,993
52,882,417
70,902,986
Payments for Acquisition of Intangible Assets
239,329,323
321,019,779
47,905,534
64,257,136
70,150,927
94,095,551
(1) Eliminations are related to Grupo Clarín’s intercompany operations.
(2) Includes also sales to unconsolidated companies.
(3) Amortization of film rights acquired in perpetuity, mentioned in Note 2.19.
- 25 -
GRUPO CLARÍN S.A.
Information arising from Consolidated Income
Statements as of December 31, 2021
Net Sales to Third Parties (2)
Intersegment Sales
Net Sales
Print and Digital
Publications in
Historical
Currency
Print and
Digital
Publications
restated in
Constant
Currency
Broadcasting
and
programming
in historical
currency
Broadcasting
and
programming
restated in
constant
currency
Other in
Historical
Currency
Other restated
in constant
currency
Eliminations
(1)
Total
consolidated
results
restated in
constant
currency
14,311,467,335
33,100,501,747
18,399,159,988
42,554,785,828
1,103,743,363
2,552,810,152
-
78,208,097,727
30,869,442
71,396,873
47,079,459
108,888,466
1,114,782,588
2,578,342,398
(2,758,627,737)
-
14,342,336,777
33,171,898,620
18,446,239,447
42,663,674,294
2,218,525,951
5,131,152,550
(2,758,627,737)
78,208,097,727
Cost of sales -excluding depreciation and amortization
Subtotal
(7,705,119,556)
6,637,217,221
(17,820,906,644)
15,350,991,976
(10,143,747,121)
8,302,492,326
(23,461,124,667)
19,202,549,627
(1,306,354,189)
912,171,762
(3,021,421,781)
2,109,730,769
396,427,227
(2,362,200,510)
(43,907,025,865)
34,301,071,862
Expenses - excluding depreciation and amortization
Selling Expenses
Administrative Expenses
Adjusted EBITDA
Depreciation of Property, Plant and Equipment
Amortization of Intangible Assets and Film Library (3)
Amortization of Right-of-Use Assets
Other Income and Expenses, net
Financial Expenses on Debt
Gain (Loss) on Net Monetary Position
Other Financial Results, net
Financial Results
Equity in Earnings from Associates
Income Tax
Net Income (Loss) for the Year
Additional Consolidated Information as of December
31, 2021
Payments for Acquisition of Property, Plant and Equipment
Payments for Acquisition of Intangible Assets
(3,451,116,522)
(2,336,127,084)
849,973,615
(7,981,968,989)
(5,403,148,175)
1,965,874,812
(844,529,499)
(2,952,606,200)
4,505,356,627
(1,953,283,300)
(6,828,981,570)
10,420,284,757
(70,913,813)
(941,221,615)
(99,963,666)
(164,014,126)
(2,176,919,178)
(231,202,535)
196,882,195
2,165,318,315
-
(9,902,384,220)
(12,243,730,608)
12,154,957,034
(2,458,256,535)
(753,884,540)
(221,135,742)
24,307,999
(1,067,940,207)
(2,548,654,265)
(1,589,274,249)
(5,205,868,721)
871,883,578
(2,338,081,820)
2,073,921,253
114,708,752
205,189,375
265,305,936
474,575,466
655,489,860
53,343,151
1,516,060,006
123,375,544
42,808,262
31,640,047
98,998,243
73,179,322
-
-
1,880,364,185
671,130,332
(1) Eliminations are related to Grupo Clarín’s intercompany operations.
(2) Includes also sales to unconsolidated companies.
(3) Amortization of film rights acquired in perpetuity, mentioned in Note 2.19.
- 26 -
GRUPO CLARÍN S.A.
NOTE 5 - BREAKDOWN OF THE MAIN ITEMS OF THE STATEMENT OF FINANCIAL POSITION
5.1 Property, Plant and Equipment
Main Account
Balance at the
Beginning of
the Year
Consolidation /
Deconsolidation
of Subsidiaries (2)
Additions
Retirements
Transfers
Balances as of
December 31,
2022
Original value
Real Property (1)
28,355,502,462
-
9,042,739
-
(2,734,579,192)
25,629,966,009
Furniture and Fixtures
4,077,549,622
(17,289,659)
50,416,862
(1,345,732)
(1,085,246)
4,108,245,847
Telecommunication, Audio and
Video Equipment
14,863,749,512
1,452,476
1,167,037,663
-
-
16,032,239,651
Computer Equipment
20,270,082,488
(4,724,417)
395,989,879
(24,125,277)
(41,480,875)
20,595,741,798
Technical Equipment
2,504,427,102
(736,415)
55,476,115
(2,167,880)
15,296,595
2,572,295,517
Workshop Machinery
14,205,822,517
27,114,543
805,297,567
-
-
5,910,808
217,905
(110)
-
-
-
-
(945,899,764)
13,265,833,561
(23,534,684)
3,797,764
-
805,297,457
14,397,040,089
-
53,560,948
(855,893)
90,478,952
14,540,224,096
454,276,470
(661,959,887)
161,789,792
(22,204,141)
773,929,401
705,831,635
Tools
Spare Parts
Installations
Vehicles
-
-
610,439,114
-
(333,933,874)
1,173,125,020
20,005,157
(1,193,430)
1,062,961
2,122,808,233
Works-In-Progress
896,619,780
Leasehold Improvements
Allowance for Impairment of
Property, Plant and Equipment
and Obsolescence of Materials
2,102,933,545
-
(3,148,729)
-
-
-
(3,148,729)
Total as of December 31, 2022
102,960,415,697
(686,406,741)
2,529,886,982
(51,892,353)
(3,199,745,726)
101,552,257,859
Main Account
Balance at the
Beginning of
the Year
Cumulative
translation
adjustment
Consolidation /
Deconsolidation
of Subsidiaries (2)
Retirements
and Transfers
For the year
Balances as of
December 31,
2022
Net Book Value
as of December
31, 2022
Accumulated Depreciation
Real Property (1)
Furniture and Fixtures
Telecommunication, Audio and
Video Equipment
13,983,036,818
3,865,788,505
14,007,400,046
-
-
-
-
(1,278,782,018)
492,219,126
13,196,473,926
12,433,492,083
(14,413,195)
(1,340,885)
48,206,016
3,898,240,441
210,005,406
261,468
-
426,118,790
14,433,780,304
1,598,459,347
Computer Equipment
19,070,320,420
(23,003,803)
(5,364,604)
(9,188,334)
736,090,195
19,768,853,874
826,887,924
Technical Equipment
Workshop Machinery
Tools
Spare Parts
Installations
Vehicles
Works-In-Progress
Leasehold Improvements
Allowance for Impairment of
Property, Plant and Equipment
and Obsolescence of Materials
2,197,410,803
13,647,094,287
6,930,956
790,237,444
13,437,008,297
393,334,711
-
1,938,120,003
-
-
-
-
-
-
-
-
-
-
(520,771)
(1,406,079)
104,079,661
2,299,563,614
272,731,903
-
-
-
-
(700,221,209)
72,384,697
13,019,257,775
246,575,786
(3,377,907)
35,004
3,588,053
209,711
-
71
790,237,515
15,059,942
(85,589)
280,019,699
13,716,942,407
823,281,689
(524,593,167)
693,165,799
50,338,378
612,245,721
93,585,914
-
-
(1,019,791)
-
-
-
-
46,118,777
-
1,984,238,780
1,173,125,020
138,569,453
(262,395)
(1,282,186)
(1,866,543)
Total as of December 31, 2022
83,336,682,290
(23,003,803)
(545,650,060)
(1,301,236,222)
2,255,348,019
83,722,140,224
17,830,117,635
(1) During this year, the Company entered into lease agreements on the property retired from active use and classified it as Investment
Properties (see Note 5.3).
(2) Corresponds to the deconsolidation of Auto Sports and the consolidation of BIMO.
- 27 -
GRUPO CLARÍN S.A.
Main Account
Balance at the
Beginning of
the Year
Deconsolidation
of companies (2)
Additions
Retirements
Transfers
Balances as of
December 31, 2021
Original value
Real Property (1)
28,376,704,099
(137,050,935)
930,406
(801,592)
115,720,484
28,355,502,462
Furniture and Fixtures
4,148,549,649
(47,940,318)
31,310,355
(58,761,898)
4,391,834
4,077,549,622
Telecommunication, Audio and
Video Equipment
14,835,724,307
(196,309,476)
160,753,473
(36,632)
63,617,840
14,863,749,512
Computer Equipment
19,593,492,165
(139,990,444)
881,129,308
(48,593,783)
(15,954,758)
20,270,082,488
Technical Equipment
2,250,480,186
-
71,541,082
-
182,405,834
2,504,427,102
Workshop Machinery
15,459,101,580
(111,541,539)
39,425,649
(1,026,257,062)
(154,906,111)
14,205,822,517
Tools
Spare Parts
Installations
Vehicles
27,578,527
(479,246)
15,262
-
820,887,163
-
-
(15,589,596)
-
-
27,114,543
805,297,567
14,545,402,493
(190,800,721)
53,650,186
(51,539,753)
40,327,884
14,397,040,089
516,814,651
(2,160,549)
14,299,000
(74,676,632)
-
454,276,470
Works-In-Progress
528,588,111
(1,594,349)
626,475,994
-
(256,849,976)
896,619,780
Leasehold Improvements
2,203,322,026
(100,305,329)
833,470
(214,363)
(702,259)
2,102,933,545
Allowance for Impairment of
Property, Plant and Equipment
and Obsolescence of Materials
Total as of December 31,
2021
(90,200,795)
-
-
90,200,795
-
-
103,216,444,162
(928,172,906)
1,880,364,185
(1,186,270,516)
(21,949,228)
102,960,415,697
Main Account
Balance at the
Beginning of
the Year
Deconsolidation
of companies (2)
Retirements
and Transfers
For the year
Balances as of
December 31,
2021
Net Book Value
as of December
31, 2021
Accumulated Depreciation
Real Property (1)
13,535,780,340
(35,029,023)
(33,386,914)
515,672,415
13,983,036,818
14,372,465,644
Furniture and Fixtures
Telecommunication, Audio and
Video Equipment
3,861,494,747
(39,210,991)
(21,238,788)
64,743,537
3,865,788,505
211,761,117
13,789,939,057
(175,133,751)
(10,721,154)
403,315,894
14,007,400,046
856,349,466
Computer Equipment
18,418,188,195
(128,011,642)
(58,130,754)
838,274,621
19,070,320,420
1,199,762,068
Technical Equipment
2,107,520,145
-
-
89,890,658
2,197,410,803
307,016,299
Workshop Machinery
14,362,005,567
(49,002,077)
(844,266,249)
178,357,046
13,647,094,287
558,728,230
Tools
Spare Parts
Installations
Vehicles
7,289,513
(413,744)
-
55,187
6,930,956
792,265,255
-
(15,589,768)
13,561,957
790,237,444
20,183,587
15,060,123
13,314,835,636
(125,261,156)
(47,314,892)
294,748,709
13,437,008,297
960,031,792
437,341,976
(2,160,549)
(62,992,891)
21,146,175
393,334,711
60,941,759
Works-In-Progress
-
-
-
-
-
896,619,780
Leasehold Improvements
1,954,472,316
(89,379,116)
34,536,467
38,490,336
1,938,120,003
164,813,542
Allowance for Impairment of
Property, Plant and Equipment
and Obsolescence of Materials
Total as of December 31,
2021
(49,135,020)
-
49,135,020
-
-
-
82,531,997,727
(643,602,049)
(1,009,969,923)
2,458,256,535
83,336,682,290
19,623,733,407
(1) includes $1,898 million for the fiscal year ended December 31, 2021, corresponding to real property retired from active use.
(2) Deconsolidation of UNIR and Bariloche TV - Note 12.
- 28 -
GRUPO CLARÍN S.A.
The following table details the average years of useful life of the items comprising Property, Plant and
Equipment:
Item
Real Property
Furniture and Fixtures
Average Useful Life
(in years)
50
10
Telecommunication, Audio and Video Equipment
between 3 and 4
External Network and Broadcasting Equipment
between 3 and 20
Computer Equipment
Technical Equipment
Workshop Machinery
Tools
Spare Parts
Installations
Vehicles
Plots
3
between 4 and 10
10
5
5
between 3 and 10
5
5
Leasehold Improvements
between 3 and 10
5.2 Intangible Assets
Main Account
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value of Subscriber
Portfolio
Balance at the
Beginning of
the Year
Cumulative
translation
adjustment
505,552,888
713,325,975
2,395,693,914
Software
7,709,157,701
Consolidation
(1)
12,487,176
-
-
-
-
-
-
-
-
-
Original value
Additions
Retirements
Transfers
-
-
52,132,540
-
-
-
-
-
Balances as of
December 31,
2022
518,040,064
713,325,975
2,447,826,454
-
-
-
-
-
97,748,625
(8,039)
387,626,367
8,194,524,654
Trademarks and Patents
409,452,844
(10,516,297)
36,831,986
11,575,553
Projects in-Progress
Deferred Charges and Other
Allowance for Impairment of
Intangible Assets
613,198,540
2,348,949,652
-
-
-
-
448,510,484
317,137,658
778,090
(497,829,646)
-
-
-
-
-
-
447,344,086
(347,083,848)
1,031,762,834
-
-
2,349,727,742
(497,829,646)
Total as of December 31, 2022
14,695,331,514
(10,516,297)
-
479,372,466
(8,039)
40,542,519 15,204,722,163
Main Account
Balance at the
Beginning of the
Year
Cumulative
translation
adjustment
Retirements
and Transfers For the year
Consolidation
(1)
Balances as of
December 31,
2022
Net Book Value
as of December
31, 2022
Accumulated Depreciation
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value of Subscriber
Portfolio
505,552,888
665,211,820
2,345,290,890
-
-
-
-
-
-
-
-
-
26,688,554
44,504,460
-
Software
7,174,643,831
23,003,803
- 422,773,105
691,900,374
2,389,795,350
7,622,956
21,425,601
58,031,104
-
-
7,620,420,739
574,103,915
-
-
-
-
1,040,542
3,823,678
510,417,108
Trademarks and Patents
381,924,329
(10,516,298)
Projects in-Progress
Other
Allowance for Impairment of
Intangible Assets
-
2,038,355,366
-
-
-
-
-
-
-
-
15,169,881
6,479,703
393,057,615
54,286,471
-
47,445,812
-
-
-
1,031,762,834
2,085,801,178
263,926,564
(2,063,712)
(10,303,381)
(12,367,093)
(485,462,553)
Total as of December 31, 2022
13,110,979,124
12,487,505
- 555,558,642
-
13,679,025,271
1,525,696,892
(1)
Corresponds to additions from consolidation of companies.
- 29 -
GRUPO CLARÍN S.A.
Main Account
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value of Subscriber
Portfolio
Software
Trademarks and Patents
Projects in-Progress
Other
Allowance for Impairment of
Intangible Assets
Balance at the
Beginning of the
Year
Acquisition of
Businesses (2)
Deconsolidation of
companies (1)
Additions
Retirements
Transfers
Original value
-
-
-
-
-
-
-
(196,196,288)
23,764,868
-
-
(212,382,693)
Balances as of
December 31,
2021
505,552,888
713,325,975
2,395,693,914
-
-
-
-
-
(66,322,078) 292,283,841
(255,952,160)
117,297,740
7,709,157,701
(1,231,120)
9,676,419
(437,587,910)
-
409,452,844
(56,803,381) 345,405,204
-
(95,348,512)
613,198,540
1,991,895,150
358,327,951
(1,005,799,277)
-
-
-
-
-
(1,273,449)
1,005,799,277
-
-
2,348,949,652
-
505,552,888
909,522,263
2,371,929,046
212,382,693
7,621,850,358
838,595,455
419,945,229
-
-
-
-
-
-
-
Total as of December 31, 2021
13,865,873,805
358,327,951
(124,356,579) 671,130,332
(97,593,223)
21,949,228 14,695,331,514
Main Account
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Acquisition Value of Subscriber
Portfolio
Software
Trademarks and Patents
Projects in-Progress
Other
Allowance for Impairment of
Intangible Assets
Balance at the
Beginning of
the Year
505,552,888
832,103,668
2,172,475,305
212,382,693
7,012,172,166
388,052,079
-
1,957,010,807
(559,876,832)
Total as of December 31, 2021
12,519,872,774
(1) Deconsolidation of UNIR and Bariloche TV - Note 12.
(2) Acquisition of URBANO – Note 12.
Accumulated Depreciation
Acquisition of
Businesses (2)
Deconsolidation of
companies (1)
Retirements
and
Transfers
For the year
Balances as of
December 31,
2021
Net Book
Value as of
December 31,
2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
505,552,888
-
(193,580,379)
26,688,531
665,211,820
48,114,155
-
172,815,585
2,345,290,890
50,403,024
(212,382,693)
-
-
-
(54,878,598) (238,468,938)
455,819,201
7,174,643,831
534,513,870
(1,231,115)
(16,597,879)
11,701,244
381,924,329
27,528,515
-
-
-
-
-
-
613,198,540
(3,421,386)
84,765,945
2,038,355,366
310,594,286
559,876,832
-
-
-
(56,109,713) (104,574,443)
751,790,506 13,110,979,124
1,584,352,390
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
Amortization
Period
(in years)
between 2 and 20
between 5 and 15
between 5 and 20
Acquisition Value of Subscriber Portfolio
10
Software
Trademarks and Patents
Other
between 3 and 5
between 3 and 10
between 3 and 20
- 30 -
GRUPO CLARÍN S.A.
5.3 Investment Properties
Main Account
Real Property (1)
Total as of December 31, 2022
Balance at the
Beginning of the
Year
Additions
Retirements
Transfers
Balances as of
December 31,
2022
Original value
-
-
-
-
-
-
3,159,203,207
3,159,203,207
3,159,203,207
3,159,203,207
Main Account
Real Property (1)
Total as of December 31, 2022
Accumulated Depreciation
Balance at the
Beginning of the
Year
Retirements and
Transfers
For the year
Balances as of
December 31,
2022
Net Book
Value as of
December 31,
2022
-
-
1,278,782,018
17,749,097
1,296,531,115
1,862,672,092
1,278,782,018
17,749,097
1,296,531,115
1,862,672,092
(1)
During this year, the Company entered into lease agreements on the property retired from use and classified it as Investment Property.
The following table details the average years of useful life of the item Investment Properties:
Real Property
Item
5.4 Goodwill
Average
Useful Life
(in years)
50
The 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.
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 real discount rate applied to the projections
of Impripost’s and Patagonik's cash flows is of approximately 14.47% and 14.28%, respectively. The goodwill
of those companies corresponds to interests in joint ventures, which are disclosed under “Investments in
Unconsolidated Affiliates” (Note 5.5).
Main Account
Net Balances
As of December
31, 2022
Net balances as
of December 31,
2021
Other
Total
53,548,419
53,548,419
53,548,419
53,548,419
- 31 -
GRUPO CLARÍN S.A.
5.5. Investments in Unconsolidated Affiliates
Included in assets
Interest in Associates
Papel Prensa
Urbano
Other Investments
Interests in Joint
Ventures
TRISA
Canal Rural
Impripost
AGL
BIMO(2)
Exponenciar
Main business activity
Country
Interest (%)
(1)
Value
Recorded as
of December
31, 2022
Value
Recorded as
of December
31, 2021
Manufacturing of Newsprint
Postal services
Argentina
Argentina
49.00
30.00
(1)
5,175,526,606
274,865,363
105,119,278
3,616,041,012
253,204,326
105,171,796
Production and exploitation of sports
events, advertising agency and
financial and investing operations
Audiovisual production and sale of
advertising
Variable printing
Printing
Provision of Electronic Payment
Services
Organization, holding, production and
commercial exploitation of exhibitions
and events, and/or promotion and/or
advertising for the purposes of
promoting various activities
Argentina
50.00
2,671,901,697
3,305,875,445
Argentina
Argentina
Argentina
64.99
50.00
50.00
213,296,792
248,488,581
138,670,087
186,265,544
259,404,813
161,078,920
Argentina
-
-
200,519,056
Argentina
Mexico
Argentina
50.00
50.00
33.33
100,181,279
319,618,643
196,801,869
400,000
77,702,363
265,158,411
334,109,393
779,172
9,444,870,195
8,765,310,251
Ríos de Tinta
Patagonik
Other Interests in Joint Operations
Editorial activities
Film producer
(1)
(2)
Equity participation in capital and votes.
See Note 12.1.b).
Equity in Earnings from Associates
Papel Prensa
TRISA
AGL
Canal Rural
Ríos de Tinta
Impripost
BIMO (1)
URBANO (1)
Other Companies
(1) See Note 12
December 31, 2022
December 31, 2021
1,559,485,292
(475,719,550)
(22,408,847)
55,672,204
71,752,292
(10,916,256)
(750,999,899)
21,661,014
(11,229,144)
437,297,106
452,707,751
494,361,860
(51,731,594)
109,010,371
79,395,512
36,018,426
(327,242,867)
40,516,982
38,847,137
871,883,578
- 32 -
GRUPO CLARÍN S.A.
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
Sales Revenues
Net Income (Loss) from Continuing Operations
Total Comprehensive (Loss) / Income
December 31,
2022
December 31,
2021
16
10,914
14,595
4,439
9,549
40,265
3,309
3,309
12
11,436
10,947
9,652
4,398
36,372
(699)
(699)
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 Financial Debt
Other Current Liabilities
Current Liabilities
Non-Current Financial Debt
Other Non-Current Liabilities
Non-Current Liabilities
Sales Revenues
Depreciation and Amortization
Interest Income
Interest on Financial Debt
Income Tax
Net Income (Loss) from Continuing Operations
Total Comprehensive (Loss) / Income
5.6 Other Investments
Non-Current
Financial Instruments
Securities
Current
Financial Instruments
Securities
Mutual Funds
December 31,
2022
December 31,
2021
187
325
5,007
6,014
11,021
2,899
547
4,808
5,355
678
319
997
21,633
(336)
79
(101)
(433)
(849)
(849)
5,700
8,059
13,759
2,891
156
6,239
6,395
520
506
1,026
21,057
(378)
140
(55)
(353)
364
364
December 31,
2022
December 31,
2021
452,348,307
-
452,348,307
-
6,169,511
6,169,511
3,335,856,384
820,845,542
1,896,704,279
6,053,406,205
805,938,744
34,478,090
3,229,142,986
4,069,559,820
- 33 -
GRUPO CLARÍN S.A.
5.7 Inventories
Non-Current
Film Products and Rights
Current
Raw Materials and Supplies
Finished Goods
Film Products and Rights
Subtotal
Less: Allowance for Impairment of Inventories (Note 5.18)
5.8 Other Assets
Non-Current
Works of Art
Other
Current
Other
5.9. Other Receivables
Non-Current
Tax Credits
Deposits in Guarantee
Advances
Related Parties (Note 15)
Other
Allowance for Other Bad Debts (Note 5.18)
Current
Tax Credits
Court-ordered and Guarantee Deposits
Prepaid Expenses
Advances
Related Parties (Note 15)
Other Receivables
Other
Allowance for Other Bad Debts (Note 5.18)
- 34 -
December 31,
2022
December 31,
2021
770,178,684
770,178,684
325,437,750
325,437,750
1,784,573,090
544,839,878
2,190,553,934
4,519,966,902
(67,748,936)
4,452,217,966
1,289,659,403
722,197,907
3,105,462,826
5,117,320,136
(87,160,819)
5,030,159,317
December 31,
2022
December 31,
2021
11,258,408
108,934,632
120,193,040
19,960,925
136,522,557
156,483,482
496,125,570
496,125,570
539,335,277
539,335,277
December 31,
2022
December 31,
2021
82,938,719
1,473,007
1,698,474
4,200
49,321,666
(4,633,699)
130,802,367
3,432,683,267
63,440,450
347,886,200
988,768,460
88,155,567
71,630,178
222,644,094
(41,448,367)
5,173,759,849
222,853,933
31,130,719
2,192,908
1,109,310
2,812,136
(9,026,130)
251,072,876
3,695,300,106
44,484,775
136,489,349
839,428,356
309,104,712
45,450,752
234,156,008
(85,495,608)
5,218,918,450
GRUPO CLARÍN S.A.
5.10 – Trade Receivables
Current
Trade Credits
Related Parties (Note 15)
Allowance for Bad Debts (Note 5.18)
5.11 Cash and Banks
Cash and Imprest Funds
Banks
5.12 Provisions and Other Charges
Non-Current
Provisions for Lawsuits and Contingencies (Note 5.18)
Accrual for Asset Retirement (Note 5.18)
5.13 Debt
Non-Current
Financial Debt
For Acquisition of Equipment
Current
Bank Overdraft
Financial Debt
For Acquisition of Equipment
Interest and Restatement
December 31,
2022
December 31,
2021
18,124,934,777
953,999,865
(783,563,154)
18,295,371,488
21,682,870,506
1,293,948,042
(1,022,422,389)
21,954,396,159
December 31,
2022
48,175,177
2,093,821,911
2,141,997,088
December 31,
2021
56,730,674
4,253,306,980
4,310,037,654
December 31,
2022
December 31,
2021
2,718,858,252
76,308,582
2,795,166,834
3,193,700,061
81,052,241
3,274,752,302
December 31,
2022
December 31,
2021
2,070,625,100
2,741,302
2,073,366,402
126,434,195
42,669,168
169,103,363
631,722,004
725,846,283
30,536,676
37,584,634
1,425,689,597
331,821,155
2,602,746,764
78,336,544
111,517,114
3,124,421,577
- 35 -
GRUPO CLARÍN S.A.
The following table details the changes in loans and indebtedness for the year ended December 31, 2022 and
2021:
2022
2021
Balances as of January 1
New Loans and Financing(1)
Accrued Interest
Exchange rate fluctuations
Inflation Adjustment, Cumulative Translation Adjustment and
Other Movements
Consolidation / (Deconsolidation) of Subsidiaries - Note 12
Payment of Interest
Payment of Principal
3,293,524,940
1,581,635,571
655,880,133
1,130,140,481
(2,231,334,653)
12,637
(436,270,202)
(494,532,908)
5,036,694,418
1,173,017,686
282,121,927
733,266,110
(1,808,100,634)
(280,655,261)
(199,472,332)
(1,643,346,974)
Balances as of December 31
3,499,055,999
3,293,524,940
(1) Mostly loans for the payment of debt with upcoming maturity, and for the purchase of capital assets and inventories.
The following table summarizes the maturities of consolidated loans (undiscounted values) at year-end:
Due
From 1 to 2
years
From 2 to 3 years
From 3 to 4
years
354,320,000
1,649,138,670
22,388,810
From 4
to 5
years
22,388,8
10
Over 5
years
Total Non-Current
22,388,810
2,070,625,100
2,741,302
-
357,061,302
1,649,138,670
-
-
22,388,810 22,388,8
10
-
2,741,302
22,388,810
2,073,366,402
Due
Up to 3 months
From 3 to 6 months
From 6 to 9
months
From 9
months
to 1 year
Total Current
631,722,004
725,846,283
37,584,634
12,853,370
1,408,006,291
-
-
-
5,546,341
5,546,341
-
-
-
-
-
-
6,135,791 6,001,174
631,722,004
725,846,283
37,584,634
30,536,676
6,135,791 6,001,174
1,425,689,597
The following are the main items of the Company's financial debt:
5.13.1 AGEA and subsidiaries
As of December 31, 2022, AGEA and DLA hold repos as collateral in the amount of $ 328 million and
$ 22 million, respectively. These short-term transactions accrued interest at an annual average rate of 64.8%
as of that date. As collateral for these loans, SADKAL holds an investment of US$ 1.3 million in the company
with which AGEA and DLA executed the transaction. In addition, OSA executed an overdraft facility agreement
with banks for a maximum of $ 55.3 million, which accrues interest at a fixed annual nominal rate of 76.5%, and
DLA executed overdraft facility agreements with banks for a maximum of $ 255 million, which accrue interest
at a fixed annual nominal rate of between 72.5% and 75%.
- 36 -
Non-
Current
Financial
Debt
Financial
Debt
For
Acquisiti
on of
Equipm
ent
Total as
of
Decem
ber 31,
2022
Current
Financial Debt
Bank Overdraft
Financial Debt
Loans - Interest
and
Restatement
For Acquisition
of Equipment
Total as of
December
31, 2022
GRUPO CLARÍN S.A.
On September 05, 2019, LVI executed a loan agreement with JP Morgan Chase Bank, NA (“JPM”) for US$ 4.5
million due on July 31, 2022. As of December 31, 2022, JPM made a disbursement of US$ 4 million under the
loan. Said loan accrued interest at an annual rate equivalent to LIBOR plus 0.9% on the outstanding amount of
the loan, payable on a quarterly basis. During August 2022, LVI and JPM agreed to amend the conditions of
loan, establishing that interest will be accrued at a SOF rate plus 1.25% per year as from the date of the
amendment and changing the maturity date to July 31, 2024.
On October 22, 2019, AGEA executed a loan agreement with JPM for US$ 4.5 million due on July 31, 2022.
During fiscal year 2019, JPM disbursed the full loan amount. Said loan accrued interest at an annual rate
equivalent to LIBOR plus 0.9% on the outstanding amount of the loan, payable on a quarterly basis. As of
December 31, 2021, AGEA prepaid principal in the amount of US$ 444,000. During August 2022, AGEA and
JPM agreed to amend the conditions of loan, establishing that interest will be accrued at a SOF rate plus 1.25%
per year as from the date of the amendment and changing the maturity date to July 31, 2024.
On December 19, 2019, LVI executed a loan agreement with JPM for US$ 1.5 million due on December 31,
2022. As of that date, JPM made a disbursement of US$ 1 million under the loan. Said loan accrued interest at
an annual rate equivalent to LIBOR plus 0.9% on the outstanding amount of the loan, payable on a quarterly
basis. During December 2022, LVI and JPM agreed to amend the conditions of loan, establishing that interest
will be accrued at a SOF rate plus 1.25% per year as from the date of the amendment and changing the maturity
date to December 31, 2024.
On February 4, 2020, DLA executed a loan agreement with JPM for US$ 0.9 million due on July 31, 2022.
During fiscal year 2020, JPM disbursed the full loan amount. Said loan accrued interest at an annual rate
equivalent to LIBOR plus 0.9% on the outstanding amount of the loan, payable on a quarterly basis. During
August 2022, DLA and JPM agreed to amend the conditions of loan, establishing that interest will be accrued
at a SOF rate plus 1.25% per year as from the date of the amendment and changing the maturity date to July
31, 2024.
On November 19, 2020 and December 17, 2020, within the framework of the Emergency Assistance Program
for Work and Production, Banco Santander Rio S.A. granted DLA loans at subsidized rate for the payment of
salaries for $ 2.5 million and $ 2.7 million, accruing interest at an annual fixed rate of 15% and 27%, respectively.
Principal and interest are payable in 12 consecutive monthly installments. The first installment was due in
February and April 2021, respectively. During this year, that company paid $ 964,000 corresponding to the last
installments of principal, as a result of which both loans were repaid in full as of December 31, 2022.
On January 8, 2021, within the framework of the Emergency Assistance Program for Work and Production,
Banco Galicia S.A. granted Cúspide loans at subsidized rate for the payment of salaries for $ 6 million, accruing
interest at an annual fixed rate of 28%. Interest and principal are payable in 15 and 12 monthly consecutive
installments. The first installments of interest and principal were due in February 2021 and May 2021,
respectively. During this year, that company paid $ 2 million corresponding to the last installments of principal,
as a result of which the loan was repaid in full as of December 31, 2022.
On September 30, 2021, AGEA executed a loan agreement with First Overseas Bank Limited (“FOBAL”) for
US$ 1.6 million due on December 30, 2027. The loan accrues interest at an annual rate of 8% on the
outstanding amount of the loan, which shall be paid at maturity. The first principal installment was due on
December 30, 2021 for a total of US$ 800,000 and the second installment was due on December 31, 2022 for
a total of US$ 126,000. The balance will be repaid in five equal, annual and consecutive installments.
5.13.2 GCGC and Subsidiaries
During December 2020, GCGC and Banco Itaú Argentina S.A. entered into a lease-purchase agreement for
computing equipment for $ 26.7 million. Such loan accrued interest at an annual nominal rate of 41.5% on the
outstanding balance as from January 1, 2021, and is payable in 24 consecutive installments.
During December 2021, GCGC and Banco Itaú Argentina S.A. entered into two new lease-purchase
agreements for computing equipment for $ 29.4 million. Such loans accrue interest at an annual nominal rate
of 41.5% and 41.75% on the outstanding balances, and are payable in 24 consecutive installments.
During June 2022, GCGC and Banco Itaú Argentina S.A. entered into a lease-purchase agreement for
computing equipment for $ 10.6 million. Such loan accrues interest at an annual nominal rate of 41.75% on the
outstanding balances, and is payable in 25 consecutive installments.
- 37 -
GRUPO CLARÍN S.A.
As of the date of these Consolidated Financial Statements, the Company had repaid the full amount of principal
and interest accrued thereon.
5.13.3 IESA and Subsidiaries
On December 20, 2019, IESA executed a loan agreement with JP Morgan Chase Bank NA for US$ 1.5 million,
due on December 31, 2022. Said loan accrues interest at a rate equivalent to LIBOR plus 0.9%. Interest is
calculated on outstanding balances and is payable on a quarterly basis.
On May 16, 2022, that company made a partial prepayment under the loan with JP Morgan Chase Bank NA in
the amount of US$ 400,000.
On December 30, 2022, IESA executed an agreement with JP Morgan Chase Bank NA to extend loan’s maturity
until December 31, 2024.
On January 08, 2023, that company made a partial prepayment under the loan with JP Morgan Chase Bank
NA in the amount of US$ 150,000.
5.13.4 Radio Mitre
As of December 31, 2022, Radio Mitre holds repos as collateral in the amount of $ 372 million. These short-
term transactions accrued interest at an annual average rate of 85.8% as of that date. As collateral for those
loans, Frecuencia Producciones Publicitarias S.A. holds an investment of US$ 0.6 million and Grupo Clarín
S.A. holds an investment of US$ 0.5 million in the company with which Radio Mitre executed the transaction.
During this year, Radio Mitre repaid all principal installments and interest due under a loan with Banco
Santander at subsidized rate. The principal amount of that loan was $5.6 million, payable in 12 monthly
installments at an annual nominal rate of 55.24%.
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
December 31,
2022
December 31,
2021
10,898,985
10,898,985
14,476,424
14,476,424
714,369,783
20,870,540
16,667,443
751,907,766
823,444,856
52,509,146
16,311,293
892,265,295
- 38 -
GRUPO CLARÍN S.A.
5.15 Other Liabilities
Non-Current
Deposits in Guarantee
Related Parties (Note 15)
Call Options (Note 10)
Other
Current
Advances from Customers
Related Parties (Note 15)
Revenues to be Accrued
Other
5.16 Trade and Other Payables
Non-Current
Suppliers and Trade Provisions
Employer’s Contributions
Current
Suppliers and Trade Provisions
Related Parties (Note 15)
Employer’s Contributions
December 31,
2022
December 31,
2021
356,320
451,758,000
531,480,000
10,166,447
993,760,767
404,079
-
599,105,912
12,512,499
612,022,490
1,963,802,431
141,215,206
808,433,064
493,974,951
3,407,425,652
1,559,363,871
21,801,017
918,327,482
549,837,902
3,049,330,272
December 31,
2022
December 31,
2021
-
37,715,865
37,715,865
8,779,621
45,189,745
53,969,366
10,034,282,930
626,440,641
6,166,808,849
16,827,532,420
12,716,227,480
585,044,437
6,437,202,768
19,738,474,685
5.17 Right-of-Use Assets and Lease Liabilities
Certain controlled companies have real property lease agreements pursuant to IFRS 16. The Company
recognized the right-of-use assets at an amount equal to the lease liability as of the date of execution of the
agreement (equal to the present value as of that date of the remaining lease payments, which were discounted
at a borrowing rate).
Right-of-use assets and lease liabilities related to the above-mentioned agreements are disclosed in a separate
item of Assets and Liabilities, respectively, in the Consolidated Statement of Financial Position. The
amortization of those assets is disclosed under Amortization of Right-of-Use Assets.
The following table shows the changes in the item right-of-use assets:
Balances as of January 1
Additions
Retirements (1)
Amortization
2022
136,181,153
140,404,325
(3,115,157)
(193,379,424)
2021
244,641,909
112,674,986
-
(221,135,742)
Balances as of December 31
80,090,897
136,181,153
(1)
Included under Other Income and Expenses, net in the consolidated Statement of Comprehensive Income.
- 39 -
GRUPO CLARÍN S.A.
The following is the evolution of Lease Liabilities:
Balances as of January 1
Interest (1)
Other Financial Results (1) (3)
Exchange Differences (1)
Additions (2)
Gain (Loss) on Net Monetary Position
Payments
Retirements (4)
2022
137,643,843
43,403,113
-
10,456,079
140,404,325
(89,709,083)
(168,907,460)
(2,952,009)
2021
254,348,808
49,786,001
(5,779,449)
8,545,618
112,674,986
(75,720,033)
(206,212,088)
-
Balances as of December 31
70,338,808
137,643,843
(1) Included under financial expenses on debt in the Consolidated Statement of Comprehensive Income.
(2) Discounted at a borrowing rate of between 32% and 55% for agreements denominated in Argentine pesos and 3.5% for agreements
denominated in US dollars.
(3) Includes reductions / waivers of installments of certain real property lease agreements.
(4) Included under Other Income and Expenses, net in the consolidated Statement of Comprehensive Income.
5.18 Changes in Provisions and Allowances
Items
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 Impairment of Intangible
Assets
Valuation Allowance on Tax Loss
Carryforwards (5)
Total
Included in liabilities
Balance at the
Beginning of
the Year
Consolidation
of companies
Increases
Decreases (6)
Balances as of
December 31,
2022
Balances as of
December 31,
2021
1,116,944,127
87,160,819
-
-
310,451,897 (1)
(597,750,804) (1)
829,645,220
1,116,944,127
28,296,743 (2)
(47,708,626) (2)
67,748,936
87,160,819
-
-
2,128,938
487,526,265
-
-
(262,395)
1,866,543
(2,063,712)
485,462,553
-
-
843,365,967
-
221,424,000 (3)
(410,411,406)
654,378,561
843,365,967
2,047,470,913
489,655,203
560,172,640
(1,058,196,943)
2,039,101,813
2,047,470,913
Provisions for Lawsuits and Contingencies
3,193,700,061
Accrual for Asset Retirements
81,052,241
Total
3,274,752,302
-
-
-
1,718,167,116 (4)
(2,193,008,925) (4)
2,718,858,252
3,193,700,061
- (4)
(4,743,659) (4)
76,308,582
81,052,241
1,718,167,116
(2,197,752,584)
2,795,166,834
3,274,752,302
Includes net increases of $ 267 million which have been charged to Selling expenses (see Note 6.3).
Includes $ 32 million charged to Impairment of Inventories and Obsolescence of Materials under Production Expenses (see Note 6.3).
(1)
(2)
(3) Charged to Income Tax
(4)
Includes $ 797 million corresponding to net increases which were charged to Contingencies (see Note 6.3) and $ 903 million to
Other Financial Results, net.
Includes Valuation Allowance for Deferred Tax Assets, net.
Includes the effect of the Gain (Loss) on Net Monetary Position.
(5)
(6)
- 40 -
GRUPO CLARÍN S.A.
NOTE 6 - BREAKDOWN OF THE MAIN ITEMS OF THE STATEMENT OF COMPREHENSIVE INCOME
6.1 Revenues
Advertising Sales
Circulation Sales
Printing Services Sales
Television Signals Sales
Sales of Logistics Services
Other Sales
Total (1)
December 31,
2022
34,900,772,758
20,885,101,659
1,845,165,644
11,592,008,926
1,458,945,528
2,907,923,135
73,589,917,650
December 31,
2021
37,571,093,593
20,235,808,477
1,860,506,467
12,969,925,243
1,621,332,084
3,949,431,863
78,208,097,727
(1) Includes sales executed through barter transactions as of December 31, 2022 and 2021 for $ 459 million and $ 935
million, respectively.
6.2 Cost of Sales
Inventories at the beginning of the year
Purchases for the year
Deconsolidation of companies (1)
Production and Services Expenses (Note 6.3)
Less: Inventories at year-end
Cost of Sales
December 31,
2022
5,442,757,886
11,319,998,131
(42,631,811)
34,588,068,847
(5,290,145,586)
46,018,047,467
December 31,
2021
3,405,718,810
13,270,688,657
(593,330)
35,331,561,543
(5,442,757,886)
46,564,617,794
(1) Corresponds to the deconsolidation of Auto Sport and Bariloche TV as of December 31, 2022 and 2021, respectively.
6.3. Production and Services, Selling and Administrative Expenses
Item
Fees for Services
Salaries, Social Security and Benefits to
Personnel (1) (2)
Advertising and Promotion Expenses
Taxes, Duties and Contributions
Bad Debt Expenses
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
Leases
Amortization of Intangible Assets
Amortization of Film Library
Amortization of Right-of-Use Assets
Depreciation of Property, Plant and Equipment
Depreciation of Investment Properties
Impairment of Inventories and Obsolescence
of Materials
Other Expenses
Total as of December 31, 2022
Total as of December 31, 2021
Production and
Services
Expenses
3,371,424,519
16,711,357,573
-
734,099,567
-
1,198,019,691
1,788,171,608
49,357,801
225,654,723
-
73,736,978
-
3,434,269,769
1,962,600,079
133,091,125
933,489,784
287,097,091
184,410,061
959,271,499
232,037,943
729,137
193,379,424
1,920,621,264
-
32,214,706
163,034,505
34,588,068,847
35,331,561,543
Selling Expenses
1,199,010,049
2,878,747,393
1,489,608,096
135,529,771
266,586,790
62,586,633
107,344,556
2,502,856,308
19,564,361
-
4,096,909
80,763,468
-
-
-
17,453,315
76,047,368
-
932,739
60,808,970
-
-
131,145,200
-
Administrative
Expenses
1,436,131,532
6,762,095,440
12,808,149
536,236,123
-
163,147,756
532,758,034
-
96,423,731
796,717,116
26,622,612
-
-
-
-
404,806,199
72,704,239
-
25,963,510
262,711,729
-
-
203,581,555
17,749,097
-
73,592,202
9,106,674,128
10,119,375,157
-
325,478,076
11,675,934,898
12,802,424,559
Total as of
December 31,
2022
6,006,566,100
26,352,200,406
1,502,416,245
1,405,865,461
266,586,790
1,423,754,080
2,428,274,198
2,552,214,109
341,642,815
796,717,116
104,456,499
80,763,468
3,434,269,769
1,962,600,079
133,091,125
1,355,749,298
435,848,698
184,410,061
986,167,748
555,558,642
729,137
193,379,424
2,255,348,019
17,749,097
32,214,706
562,104,783
55,370,677,873
Total
December 31,
2021
6,316,043,944
27,009,952,231
1,706,961,893
1,551,493,338
307,965,777
991,703,917
2,881,345,174
3,101,614,638
410,779,898
1,143,267,001
122,489,744
51,149,517
2,931,468,538
1,761,682,692
65,179,836
1,565,417,267
501,678,054
119,395,955
807,935,834
751,790,506
2,094,034
221,135,742
2,458,256,535
-
47,249,461
1,425,309,733
58,253,361,259
(1) As of December 31, 2022 and 2021, it includes a recovery corresponding to the allocation of employer's contributions as a tax credit against VAT by certain
subsidiaries, for approximately $ 1,657 million and $ 2,762 million, respectively.
(2) Net of accrued subsidies in the amount of $ 32.96 million as of December 31, 2021, as approved under the Emergency Assistance Program for Work and
Production and under the Program for Productive Recovery II.
- 41 -
GRUPO CLARÍN S.A.
6.4 Financial Expenses on Debt
Discounts Obtained in Lease Liabilities
Interests
Exchange Differences
Total
6.5 Other Financial Results, net
Exchange Differences, net
Interests
Financial Discounts on Assets and Liabilities
Other Taxes and Expenses
Results from Operations with Notes and Bonds
Total
6.6 Other Income and Expenses, net
Income from Sale of Property, Plant and Equipment and Intangible
Assets
Impairment of Goodwill
Other
Total
December 31,
2022
-
(699,283,246)
(1,140,596,560)
(1,839,879,806)
December 31,
2021
5,779,449
(331,907,928)
(741,811,728)
(1,067,940,207)
December 31,
2022
885,393,055
332,838,114
(13,845,502)
(822,980,478)
(1,198,804,371)
(817,399,182)
December 31,
2021
65,985,135
336,232,814
(36,931,254)
(817,370,988)
(1,137,189,956)
(1,589,274,249)
December 31,
2022
December 31,
2021
(14,430,158)
(87,970,013)
(35,215,567)
(137,615,738)
(64,974,014)
(129,564,603)
218,846,616
24,307,999
NOTE 7 - INCOME TAX
The following table shows the reconciliation between the consolidated income tax charged to net income (loss)
for the years ended December 31, 2022 and 2021 and the income tax liability that would result from applying
the current tax rate on consolidated income (loss) before income tax and tax on assets and the income tax
liability assessed for each year (amounts stated in thousands of Argentine Pesos):
Income (Loss) before Income Tax
Rate
Income Tax Assessed at the Current Tax Rate on Income (Loss) before
Income Tax
Permanent Differences:
Equity in Earnings from Associates
Gain (Loss) on Net Monetary Position
Non-Deductible Expenses
Effect of the change in the tax rate (1)
Other
Subtotal
Expired Tax Loss Carryforwards
Unrecognized Deferred Tax Assets
Total Income Tax
Deferred Tax
Current Tax
Total
December
31, 2022
(80,430)
31%
December
31, 2021
4,412,003
32%
24,904
(1,421,753)
176,407
(1,219,123)
(68,854)
(115,676)
132,069
266,547
(645,829)
(166,230)
(8,509)
(15,406)
(1,070,273)
(1,991,180)
-
(221,424)
(20,215)
(326,687)
(1,291,697)
(2,338,082)
(980,052)
(311,645)
(492,507)
(1,845,575)
(1,291,697)
(2,338,082)
(2) Corresponding to the effect of applying the changes in the income tax rates to deferred tax assets and liabilities according to the year
in which they are expected to be realized.
- 42 -
GRUPO CLARÍN S.A.
Breakdown of Consolidated Deferred Tax (in thousands of Argentine pesos):
Deferred Tax Assets
Tax Loss Carryforwards
Provisions and Other Charges
Trade Receivables
Deferral of the Inflation Adjustment for Tax
Purposes
Other Liabilities
Accounts Payable
Deferred Tax Liabilities
Property, Plant and Equipment
Intangible Assets
Inventories
Other Investments
Other Assets
Subtotal
Valuation Allowance on Tax Loss
Carryforwards - (Charges)
Total Net Deferred Tax Assets
December
31, 2022
December
31, 2021
Changes
1,700,935
905,192
296,236
393,593
276,709
169,370
3,742,035
(2,285,419)
(1,634)
(70,555)
(29,360)
(190,424)
(2,577,392)
(654,379)
(3,231,771)
510,264
1,744,042
1,033,421
374,468
1,093,230
334,931
152,170
4,732,262
(2,178,522)
(24,918)
(54,248)
(29,733)
(79,444)
(2,366,865)
(43,107)
(128,229)
(78,232)
(699,637)
(58,222)
17,200
(990,227)
(106,897)
23,284
(16,307)
373
(110,980)
(210,527)
(843,366)
(3,210,231)
1,522,031
188,987
(21,540)
(1,011,767) (1)
(1) Includes $31,715 corresponding to the net effect of the consolidation/deconsolidation of subsidiaries.
The following is a detail of net deferred tax assets taking into consideration the deferred tax position of each
legal entity (in thousands of pesos):
Deferred Tax Assets
Deferred Tax Liabilities
Total Net Deferred Tax Assets
December 31,
2022
December 31,
2021
1,923,222
(1,412,958)
510,264
2,757,597
(1,235,566)
1,522,031
As of December 31, 2022, the Company’s and its subsidiaries’ accumulated consolidated tax loss carryforwards
amounted to approximately $ 5,428 million, which calculated at the tax rate that will be in effect at the time each
company expects it will use them amount to $ 1,701 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
2023
2024
2025
2026
2027
Tax
Loss Carryforwards
254,502
561,020
568,150
1,134,920
2,909,579
The Company estimates that the tax loss carryforwards are recoverable for the net amounts disclosed.
NOTE 8 - PROVISIONS AND OTHER CONTINGENCIES
8.1 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 notice of an injunction issued 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 $ 387,028,756 in historical currency as of that date recorded
under the retained earnings account, other than to distribute dividends to the shareholders.
- 43 -
GRUPO CLARÍN S.A.
On the same date, the Company was served notice of a claim brought by Argentina’s National Social
Security Administration requesting the nullity of the decision made on item 7 (Appropriation of Retained
Earnings) of the agenda of the Annual Ordinary Shareholders’ Meeting held on April 22, 2010. On
December 2, 2019, a decision was issued admitting the claim brought by Argentina's National Social
Security Administration and declaring the nullification of the decision made on item 7 (Appropriation of
Retained Earnings) of the agenda of said Shareholders’ Meeting, at which the shareholders had resolved
that the profits for the year 2009, of $ 290,146,539 in historical currency as of that date, be appropriated as
follows: (i) $ 14,507,327 to the Legal Reserve and (ii) $ 275,639,212 to Retained Earnings. On the same
date, the Company filed an appeal against such decision. On April 29, 2021, the Company was served
notice of the decision rendered by Chamber “B” of the National Court of Appeals on Commercial Matters,
whereby that court dismissed the appeal filed by the Company and confirmed the decision rendered by the
court of first instance, declaring the nullification of Item 7 of the Agenda of the General Ordinary
Shareholders’ Meeting of the Company held on April 22, 2010.
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 General
Ordinary 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. V of the National Court of Appeals on Federal Administrative Matters
issued an injunction in re “Grupo Clarín S.A. v. CNV – Resolution 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.
In August 2013, the Company was served notice of 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 Consolidated Financial Statements, the final statements have been submitted and the file is pending
the Court’s decision.
On September 17, 2013, the Company was served notice of 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 Consolidated Financial Statements, the final statements have been submitted and the file is
pending the Court’s decision.
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 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, the final statements have been submitted and
the file is pending the Court’s decision.
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 Consolidated Financial Statements and as informed by GC Dominio S.A., that company has filed a
- 44 -
GRUPO CLARÍN S.A.
response to the above-mentioned claim, the final statements have been submitted and the file is pending
the Court’s decision.
On November 10, 2016, the Company was served notice of a claim brought by Argentina’s National Social
Security Administration in re “National Government - Ministry of Economy and Finance v. GRUPO CLARÍN
S.A. on Ordinary Proceeding” File -22,658/2015, 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 28, 2015. As of the date of these Consolidated
Financial Statements, the Company has filed a response and produced evidence. The final statements
have been submitted and the file is pending the Court’s decision.
On April 03, 2017, the Company was served notice of a claim brought by Argentina’s National Social
Security Administration in re “National Government - Ministry of Economy and Finance v. GRUPO CLARÍN
S.A. on Ordinary Proceeding” File -22,832/2014, 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 29, 2014. As of the date of these Consolidated
Financial Statements, the Company has filed a response and produced evidence. The final statements
have been submitted and the file is pending the Court’s decision.
Notwithstanding the foregoing with respect to the decision rendered by the Court of Appeals on Commercial
Matters, the Company and its legal advisors believe 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 economic 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, 2022 would amount to approximately $ 12.3
million for taxes and $ 74.1 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.
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 $ 120 million. On May 21, 2012, an appeal was filed with the Federal Tax Court.
On December 18, 2017, the company was served notice of Resolution No. 132/2017 (DV MRRI) which
imposed on CIMECO a fine of approximately $ 33 million in historical currency as of that date for an alleged
omission of income tax for fiscal periods 2003-2007, pursuant to Section 45 of Law No. 11,683.
CIMECO and its legal and tax advisors believe CIMECO has strong grounds to defend the criteria adopted
in its tax returns. Such criteria would also provide a reasonable basis to hold that the fine imposed was
illegitimate. Therefore, CIMECO considers that AFIP’s claims will not prosper before a judicial court.
Accordingly, CIMECO has not booked an allowance in connection with the effects such challenges may
have.
- 45 -
GRUPO CLARÍN S.A.
c. 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 members as of the date of
initiation of summary proceedings and former 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, and the members as of the date of initiation of summary proceedings and former
members of the Board of Directors and supervisory commission who are subject to the summary
proceedings, duly filed their respective responses. Subsequently, the file was submitted to the Legal Affairs
Division of the CNV. On September 9, 2019, the CNV received the file from the Criminal and Correctional
Court No. 11, which had been previously held by the Ministry of Economy. Subsequently, the CNV set the
date for the preliminary hearing for March 11, 2020, which was suspended by a decision rendered on
February 14, 2020 until it has been duly clarified how each of the parties subject to the summary
proceedings exercised its due process rights. As of the date of these Financial Statements, CNV has not
set a date for the preliminary hearing.
d. Through the Joint Confidential Resolution dated October 30, 2017 (No. RRFCO-2017-12-APN-DIR-CNV),
subsequently supplemented with the Joint Confidential Resolution dated November 24, 2017 (No. RRFC-
2017-16-APN-DIR, served on the Company on December 4, 2017, the CNV decided to initiate summary
proceedings against the Company and the members of its Board of Directors, Supervisory Committee and
Audit Committee as of the date of the alleged breach for alleged infringement of their duty to disclose the
execution of an irrevocable contribution agreement with the Company’s subsidiary AGEA on June 24, 2014,
as a relevant fact, pursuant to Section 1, 2 and 3, subsection 16), Chapter I, Title XII of the Rules. The
subsidiary of the Company, AGEA, as well as its directors and syndics are also subject to summary
proceedings. Each of them filed their respective responses in due time and form. On April 25, 2018, the
preliminary hearing was held and the proceedings moved on to the presentation of evidence. On October
9, 2018, the parties to the summary proceeding submitted the corresponding legal brief. On January 25,
2021, the Company was notified of the appointment of an expert accountant to perform an accounting
expert review as a measure to furnish additional evidence. AGEA requested the recusation of said expert
accountant on grounds of bias, appointed its own expert accountant, and added new items subject to expert
review. On February 08, 2021, AGEA was notified of a decision rendered on February 05, 2021, whereby,
among other issues, the expert accountant was served notice of the request for recusation. The expert
accountant must state whether she falls within the grounds for recusation provided under Article 17 of the
Argentine Code of Civil and Commercial Procedure. On May 5, 2021, the CNV served notice to AGEA of
its decision dated April 30, 2021, whereby the CNV dismissed the objections filed against the decision
served on January 25, 2021, dismissed the recusation of the expert accountant appointed by the CNV,
appointed the CPA Silvina Contini as party-appointed technical advisor, and admitted the new items subject
to expert review that had been proposed by those subject to the summary proceedings. On June 7 and 14,
2021, CNV Accountant M. Masotto and Accountant Contini, respectively, filed their accounting expert
reviews. AGEA did not challenge the expert review of the expert accountant appointed by the CNV. On July
28, 2021, AGEA was served with a Decision rendered by the CNV on July 19, 2021, whereby the CNV
requested AGEA to provide the supplement to the Legal Brief on the accounting expert reviews it had filed.
On August 18, 2021, AGEA filed the supplement to the Legal Brief relating to the accounting expert review.
On December 22, 2022, the CNV notified the Company, the permanent members of the Supervisory
Committee and directors that, regarding the summary proceedings, it had decided i) to declare that Messrs.
Héctor H. Magnetto, Lucio R. Pagliaro, José A. Aranda, and Ralph Harman Booth II, could not be sued by
the claimant for the charges brought regarding the execution of the agreement dated June 24, 2014, ii) to
admit the exception brought by Messrs. Jorge I. Oria and Martín G. Etchevers stating that they could not
be sued by the claimant for the charges brought regarding the execution of the agreement dated January
1, 2014, iii) to acquit AGEA and its permanent directors in office at the time of the occurrence of the events
that motivated the proceedings, Messrs. Alejandro A. Urricelqui, Héctor M. Aranda, and Jorge C. Rendo for
the alleged failure to comply with Article 3, subsection 16), Section II, Chapter I, Title XII of the Regulations
(TR 2013, as amended), iv) to acquit the permanent members of AGEA's Supervisory Committee in office
at the time of the occurrence of the events that motivated the proceedings, Messrs. Carlos A. P. DI Candia,
Raúl A. Morán, and Hugo E. López, for the alleged failure to comply with Article 294, subsection 1) of Law
No. 19,550, and v) to impose fines in the amount of $500,000 and $800,000 on AGEA and Grupo Clarín,
respectively, and to the permanent members of the Supervisory Committee and directors in office at the
time of the occurrence of the events that motivated the proceedings. On February 10, 2023, appeals were
filed by those subject to the summary proceedings against such decision. As of the date of these Financial
Statements, the appeals are pending before Chamber I of the National Court of Appeals on Federal Civil
and Commercial Matters, under file No. 2180/2023, in re Arte Gráfico Editorial Argentino S.A. and other v.
Argentine Securities Commission on appeal against the decision rendered by the Argentine Securities
Commission.
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In addition, through the Joint Confidential Resolution No. RRFCO-2017-11-APN-DIR#CNV dated October
30, 2017 served on December 1, 2017, the CNV decided to initiate summary proceedings against the
Company and the members of its Board of Directors, Supervisory Committee and Audit Committee and
the Market Relations Officer as of the date of the alleged breach for alleged infringement of their duty to
disclose the appeal filed against the injunction issued on December 20, 2011 in re “Supercanal S.A. vs.
Cablevisión S.A. and Other on Complaint for the protection of constitutional rights, Injunction”, and the
dismissal of the appeal by the Federal Court of Appeals of Mendoza, as a relevant fact, pursuant to Section
1, 2 and 3, subsection 16), Chapter I, Title XII of the Rules. Cablevisión, as well as its directors and
members of the Supervisory Committee and the Market Relations Officer as of the date of the alleged
breach are also subject to the summary proceedings. Each of them filed their respective responses in due
time and form. On April 25, 2018, the preliminary hearing was held and the proceedings moved on to the
presentation of evidence. On October 9, 2018, the parties to the summary proceeding submitted the
corresponding legal brief. On January 25, 2021, the Company was served with Resolution RRFCO-2020-
140-APN-DIRCNV, whereby the CNV imposed fines in the amount of $100,000 and $200,000 to
Cablevisión and Grupo Clarín, respectively. On February 17, 2021, they filed the respective appeals, which
are pending before Chamber No. I of the National Court of Appeals on Federal Civil and Commercial
Matters, in re: SATTER, MUNEER AND OTHER VS. ARGENTINE SECURITIES COMMISSION ON
APPEAL AGAINST ADMINISTRATIVE DECISION. On August 31, 2022, the Chamber acknowledged the
appeals and ordered the payment of court costs. On September 26, 2022, the CNV filed a response
regarding those appeals. On February 03, 2023, the Company was notified of the decision rendered by
Chamber I, whereby it ratified Resolution No. RRFCO-2020-140-APN-DIRCNV. On February 09, 2023, a
filing was made requesting that the decision be deemed to have been complied with by Grupo Clarín S.A.,
the permanent Members of the Supervisory Committee and directors through the payment made by Mr.
Lopez Carnabucci on February 08, 2022. On February 15, 2023, Telecom Argentina S.A., surviving
company after the merger with Cablevisión S.A., settled the fine and requested the closing of the
proceeding.
e. 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 for an estimated total amount of $ 94.5 million in historical currency as of that date,
including adjustments and accessory amounts. In April 2013, AGEA was served notice of 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 deposit 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. Subsequent to the issuance of the injunction mentioned above, the
National Government requested that the injunction be declared expired due to the application of the time
limitations provided under article 5 of Law No. 26,854. The intervening court lifted the injunction. AGEA
filed an appeal against such decision but the appeal was dismissed on June 4, 2019. On November 28,
2018, upon new requests made by the AFIP, the Company requested a new injunction in the case,
requesting that AFIP be ordered to suspend the debt assessment procedures initiated by that agency. On
May 21, 2019, the Company requested an interim injunction ordering the suspension of the effects of AFIP
Resolutions Nos. 24/19 and 25/19 under which AGEA was demanded to pay, as well as the suspension of
any existing deadlines and any other activity by AFIP seeking to assess debt or to collect any amounts in
connection with the tax benefits, the expiration of which had been challenged. Such injunction was issued
on May 23, 2019, and on May 28, 2019, the court rendered a decision whereby it clarified that the
suspension of the effects included the calculation of the deadlines to file an appeal with the National Tax
Court. The AFIP requested the revocation of the new injunction requested in November 2018 and the
immediate lifting of the interim injunction. On July 18, 2019, the Court of Appeals revoked the interim
injunction. As a result, AGEA has filed an appeal with the National Tax Court. On July 19, 2019, the Court
of Appeals decided that the case was ready for resolution in connection with the injunction requested in
November 2018. AGEA’s legal advisors believe that there are reasonable possibilities that the outcome will
be favorable.
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f. 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 former members of its Board of Directors and supervisory commission –who occupied those
positions between September 19, 2008 and the date of initiation of summary proceedings- 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 CLARÍN S.A. AND OTHER on EXPEDITED SUMMARY PROCEEDING” (File No.
065441/08). The summary proceeding is grounded on an alleged failure to comply with Section 5,
subsection a), the first part of Section 6 and Section 8, subsection a) paragraph V) of the Annex to Decree
No. 677/01; with Sections 1, 2 and 3, subsection 9) of Chapter XXI of the REGULATIONS (T.R. 2001 as
amended) –now Section 1 of Part I, Chapter I, Title XII of the REGULATIONS (T.R. 2013 as amended);
with Sections 2 and 3 subsection 9) of Part II, Chapter I, Title XII of the REGULATIONS (T.R. 2013 as
amended); with Section 11 subsection a.12) of Chapter XXVI of the REGULATIONS (T.R. 2001 as
amended) –now Section 11 subsection 13) of Part IV, Chapter I, Title XV of the REGULATIONS (T.R. 2013
as amended); with Section 99 and 100 of Law No. 26,831; and with Sections 59 and 294 subsection 9) of
Law No. 19,550. AGEA, and the members as of the date of initiation of summary proceedings and former
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. On June
22, 2015, the judge ordered discovery proceedings. On August 19, 2015, the company submitted the legal
brief for the discovery stage. On June 9, 2021, the Company was served with the Disciplinary Resolution
upon the conclusion of the Summary Proceedings RRFCO-2021-158-APN-DIRCNV dated May 18, 2021,
whereby the CNV declared the claim filed against Saturnino Herrero Mitjans extinguished, dismissed the
nullity and unconstitutionality claims, and acquitted the Company, its permanent directors, the permanent
members of the Supervisory Committee and the Head of Market Relations.
g. 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 with such order, which is
currently pending before the National Tax Court. The official assessment amounts to $ 1.4 million for income
tax and $ 6.9 million for late-payment interest and fines, calculated as of December 31, 2022.
The official value-added tax assessment amounts to $ 0.8 million for tax differences and $ 3.8 million for
late-payment interest and fines, calculated as of December 31, 2022.
On October 21, 2014, the AFIP served IESA with a notice stating the income tax and value added tax
charges assessed for fiscal period 2009 and ordering the initiation of summary proceedings for alleged
omitted taxes. The AFIP mainly challenged the deduction of fees, as well as the calculation of the
corresponding tax credit. IESA filed an appeal in connection with such order, which is currently pending
before the National Tax Court. The official assessment amounts to $ 1.2 million for income tax and $ 5.8
million for late-payment interest and fines, calculated as of December 31, 2022.
The official value-added tax assessment amounts to $ 0.5 million for tax differences and $ 2.3 million for
late-payment interest and fines, calculated as of December 31, 2022.
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.
h. 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. On March 13, 2020, the Company was served with Resolution RRFCO-2020-112-APN-
DIR#CNV, whereby the CNV imposed a fine of $300,000 on the Company and, on a joint and several basis,
on its Directors and members of the Supervisory Committee. On June 11, 2020, the respective appeals
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were filed, which are pending before Chamber II of the Court of Appeals on Federal Civil and Commercial
Matters in re “MENZANI, CARLOS A AND OTHER VS. CNV ON APPEAL AGAINST ADMINISTRATIVE
RESOLUTION” File No. 2,224/2021. On July 13, 2022, the CNV filed a response regarding those appeals
and, subsequently, the court costs were settled. On September 21, 2022, the court started reviewing the
appeals to render a decision. On February 08, 2023, the Court notified the appellants of the rejection of the
excusation of the Judge Alfredo Silverio Gusmán, a member of Chamber II. The Company and its legal
advisors believe that the company has strong arguments in its favor. Nevertheless, the Company cannot
assure that the outcome of said summary proceedings will be favorable.
i. On December 29, 2020, GCGC was notified of a decision rendered by the Directorate-General of Revenues
(“DGR”, for its Spanish acronym) of the Public Revenue Administration for the City of Buenos Aires,
whereby said agency challenged the turnover tax returns corresponding to fiscal period 2014 of Compañía
de Medios Digitales (CMD) S.A. (a company merged into GCGC effective as of January 01, 2019).
Accordingly, said agency issued an official tax assessment. The DGR considered that the TV trivia games
over text messages do not fall within the definition of Information and Communication Technologies (ICTs)
activities, therefore, CMD is not entitled to the benefits granted by the Technological District (Law No.
2,972), which is contrary to the provisions of the enforcement authority of the above-mentioned law.
The official tax assessment amounts to $ 8.8 million for turnover tax differences for fiscal period 2014, with
an estimated $ 31.03 million in late-payment interest.
On that same date, GCGC was served with a decision rendered by the DGR, whereby it ordered the
initiation of the official tax assessment procedure regarding turnover tax liabilities of CMD for fiscal periods
2015 and 2016.
On February 03, 2021, GCGC filed an appeal with such agency regarding the official tax assessment for
fiscal period 2014 and answered the order for the initiation of the official tax assessment for fiscal periods
2015 and 2016.
On December 27, 2022, GCGC was notified of a decision challenging turnover tax returns for the periods
2015 and 2016. On January 31, 2023, an appeal was filed against that decision. The official tax assessment
amounts to $ 17.2 million in tax differences, with an estimated $ 43.1 million in late-payment interest.
GCGC and its legal and tax advisors believe that it has strong grounds to defend the criterion adopted in
its tax returns. Accordingly, it has not booked an allowance in connection with the effects that the above-
mentioned situations may have.
j. The AFIP notified Pol-ka of the “Inspection Report on Social Security Contributions”, whereby said agency
claimed differences in employer contributions for the periods June 2009 to May 2021. The AFIP claimed
that Pol-ka did not qualify for the rate applicable to the industrial activity as provided by Decree No.
814/2001, and stated that the differences in employer contributions corresponding to these periods
amounted to $ 79 million plus late-payment interest and infringements of the social security regime.
On December 23, 2021, Pol-ka filed an appeal, challenging the above-mentioned “Inspection Report on
Social Security Contributions”, claiming the nullity of the administrative actions, the qualification of Pol-ka's
activities as industrial activities, and the expiration of the statutes of limitation regarding the AFIP's powers
to assess and claim differences for the periods June 2009 to November 2011.
Regarding the appeal filed by Pol-ka, on February 13, 2023, AFIP decided to partially grant the appeal, and
to revoke the charges for the periods from June to October 2009, but confirmed the debt and fine assessed
for the remaining periods. Pol-Ka will file an appeal before the Federal Court of Appeals on Social Security
Matters.
If AFIP’s assessment prevailed, considering Pol-ka's position regarding the above mentioned periods, the
maximum contingency would amount to $324 million as of December 31, 2022.
Pol-Ka and its legal and tax advisors believe Pol-Ka has strong grounds to defend the criteria adopted in
its tax returns. Therefore, Pol-Ka considers that AFIP’s claims will not prosper. Accordingly, Pol-Ka has not
booked an allowance in connection with the effects such challenges may have.
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k. On January 13, 2023, ARTEAR was served notice of Resolution of No. 2023-8-APN-SC#MEC issued by
the Secretariat of Trade on January 11, 2023, whereby ARTEAR and another company were imposed a
single fine of $ 150 million for finding them responsible of engaging in abuse of dominant position in breach
of Articles 1 and 3, subsections d) and h) of Law 27,442 and article 46 subsection b) of Law 25,156.
On February 03, 2023, ARTEAR filed an appeal with the CNDC.
ARTEAR and its legal advisors believe that they have sound grounds to claim that the fine imposed is
illegitimate. Therefore, ARTEAR believes that the grounds on which such resolution is based will not be
admitted before a judicial court.
8.2 Other Claims and Disputes
a. Pursuant to a notarial certificate issued on September 19, 2008, AGEA and the Company were served
notice of 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 notice of 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.
On September 4, 2017, the Court of First Instance rejected the claim brought by the entity representing
consumers and alleged financial victims and by individuals. As of the date of these Consolidated Financial
Statements, both parties filed an appeal against that decision and the file is currently pending for its
resolution before the Court of Appeals.
On September 12, 2019, Chamber D of the Commercial Court of Appeals confirmed the decision rendered
by the court of first instance that had rejected the claim brought by the entity representing consumers and
alleged financial victims. On October 7, 2019, the entity representing consumers filed a federal
extraordinary appeal against this decision. AGEA and the Company filed a response on October 28, 2019.
On December 29, 2022, Chamber D of the National Court of Appeals on Commercial Matters decided to
dismiss the extraordinary appeal filed by the claimant.
b. On September 16, 2010 the Company was served notice of 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. The proceeding is currently in the discovery
stage.
c. 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 in the CNV
by Capital Markets Law No. 26,831. On April 26, 2013, the Board of Directors decided to press charges
grounding its claim on the same events that disrupted a legitimate meeting. After several years of litigation,
Messrs. Moreno, Reposo, and Kicillof were acquitted.
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 in 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
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any act or issuing any resolution that would lead to the execution of the plan of which they had been accused
before the courts.
d.
In February 2016, Radio Mitre was served notice of 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. On
April 30, 2020, the court of first instance dismissed the claim brought against Radio Mitre and Cadena País
Producciones Publicitarias S.A. The claimant filed an appeal against such decision. Our legal advisors
believe that Radio Mitre 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.
On March 23, 2022, Chamber F of the National Court of Appeals on Commercial Matters ratified the
decision rendered by the Court of First Instance which had dismissed the claim seeking to extend the
bankruptcy brought by the claimant. The latter filed an extraordinary appeal against such decision and the
Company requested dismissal of such extraordinary appeal. As of the date of these Financial Statements,
the extraordinary appeal filed by the claimant was dismissed.
e. The shareholders of Pol-Ka Producciones S.A. approved a capital increase, whereby ARTEAR increased
its equity interest in such company to 91.3%. ARTEAR paid in the full amount subscribed. Notwithstanding
the foregoing, within the framework of a claim requesting the nullification of the decisions rendered at a
Shareholders’ Meeting held on July 13, 2020, pending before the National Court of First Instance on
Commercial Matters No. 3, Clerk’s Office No. 6 of the City of Buenos Aires, the effects of the above-
mentioned capital increase were suspended by an injunction granted at the request of a minority
shareholder of Pol-Ka Producciones S.A. Accordingly, ARTEAR exercised its political and economic rights
in Pol-ka Producciones S.A. for a number of shares representing 55% of the capital stock and votes of that
company until June 14, 2022, the date on which the Court of Appeals on Commercial Matters revoked said
injunction. Currently, the claim brought to request the nullification of the decisions rendered at the
Shareholders’ Meeting held on July 13, 2020 is still pending resolution.
In February 2023, Pol-Ka Producciones S.A. was notified of another claim brought by one of its minority
shareholders requesting the nullification of the decisions rendered at a Shareholders’ Meeting held on July
13, 2020, pending before the National Court of First Instance on Commercial Matters No. 3, Clerk’s Office
No. 6 of the City of Buenos Aires.
Pol-Ka Producciones S.A. and its legal advisors believe that the claim lacks legal grounds and that Pol-Ka
Producciones S.A. will not have to face adverse consequences in this regard.
8.3 Matters concerning Papel Prensa
I. 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 Papel Prensa’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.
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, pending before Federal Commercial Court of First Instance No. 26, Clerk’s Office
No. 52. Under this proceeding, the National Government sought to obtain, among other things, a declaratory
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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 had been approved by the Board of Papel Prensa in the
first item of the agenda of the above mentioned meeting held on April 21, 2010. The court held that the claim
became moot, as indicated in paragraph II below.
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 1, 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.
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.
On February 10, 2012, AGEA registered with the National Registry of Producers, Distributors and Sellers of
Wood Pulp and Newsprint (Record No. 63 under File No. S01:0052528/12), expressly stating for the record
that such registration should not be construed as an acknowledgment or acceptance of the legitimacy of Law
26,736 and/or any other regulation issued in connection with such Law, since they seriously affect several rights
and guarantees of AGEA.
On January 10, 2019, Law No. 27,498 was published in the Official Gazette. This law repealed certain articles
of Law No. 26,736, allowing companies to offer their customers discounts, benefits or promotions based on
purchase volumes. On the other hand, said law establishes parameters for granting extensions of payment
terms, and prohibits, for a term of 10 years, to make changes to the wood pulp and newsprint import duties
currently in effect, which are set at zero percent (0%).
II. In March 2016, the Commercial Court of Appeals –Chamber C– summoned Papel Prensa, the CNV, and the
shareholders, the National Government, S.A. La Nación CIMECO and AGEA to attend a hearing for conciliatory
purposes and with the aim of finding a comprehensive solution to the conflict. At that hearing, held on June 3,
2016, Papel Prensa, AGEA and the other shareholders present at the hearing (the National Government, S.A.
La Nación and CIMECO) requested that the procedural periods remain suspended in connection with the claims
pending before that Court of Appeals, and also requested the court to order a shareholders’ meeting of Papel
Prensa to address, basically, the issues included under subsections 1, 2 and 3 of Section 234 of Law No.
19,550, as amended, corresponding to fiscal years ended December 31, 2010, 2011, 2012, 2013, 2014 and
2015. On September 5, 2016, the Court of Appeals called for a Shareholders’ Meeting as requested and, at
such meeting, the shareholders approved the financial statements of Papel Prensa for the years ended
December 31, 2010, 2011, 2012, 2013, 2014 and 2015 and other accounting documentation under subsection
1, Section 234 of Law No. 19,550, as amended, appointed directors, statutory auditors and members of the
supervisory committee for the year 2016, approved the capitalization of the capital adjustment for $ 123,293,385
in historical currency as of that date, issued a decision on the approval and disapproval of the performance of
certain directors, statutory auditors and members of the supervisory committee during the full fiscal years under
consideration, and unanimously appointed external auditors engaged with issuing an opinion on the financial
statements of Papel Prensa as of December 31, 2016 and March 31, 2017. On October 4, 2017, the Court of
Appeals rendered a decision on more than 90 proceedings declaring them moot as requested by Papel Prensa
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and revoking - among others- Resolutions Nos. 16,647, 16,671, and 16,691 issued by the CNV. Both decisions
rendered by the Court of Appeals became final. Papel Prensa submitted the same request to the Court of First
Instance on Commercial Matters regarding most of the proceedings pending before the court and that had not
been submitted to the Court of Appeals, at the request of the Court. The Judge of the Court of First Instance
issued a favorable decision on the request and declared moot all of the claims within the scope of that request.
At the General Annual Ordinary Shareholders’ Meeting that approved the financial statements of Papel Prensa
for the year ended December 31, 2016, the shareholders resolved not to approve the performance of the
representatives appointed to the Board of Directors and the Supervisory Committee by the National
Government who held office until February 2016, as well as the performance of the syndics who held office until
the Shareholders’ Meeting of October 19, 2016, also representing the National Government, and decided to
bring a corporate liability action (Section 276 of Law 19,550, as amended), which is currently pending before
Federal Commercial Court of First Instance No. 26, Clerk’s Office No. 52.
III. 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. 1,032/10, whereby it required that: (i) certain members of Papel Prensa's
Supervisory Committee and statutory auditors be imposed a fine of $ 150,000 each in historical currency as of
that date; 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 $ 800,000 in historical currency as of that date. Papel
Prensa and its other current and former officers filed an appeal against the fine in due time and form, which is
pending to date. 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.
IV. On October 8, 2019, the Board of Directors of Papel Prensa approved the voluntary delisting of the Company
subject to the approval of the shareholders at the General Extraordinary Shareholders' Meeting and to the
pertinent regulatory approvals (CNV and BYMA). However, on November 20, 2019, in view of the imminent
change of administration in the National Government, the Board of Directors decided to stay the delisting it had
approved, thus suspending the Shareholders’ Meeting it had duly called.
V. 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
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. Under Law No. 22,285 audiovisual
communication service companies in Argentina were required a non-exclusive license from the COMFER in
order to operate.
The Audiovisual Communication Services Law (Law No. 26,522, LSCA, for its Spanish acronym) was passed
and enacted on October 10, 2009, with strong criticism about its content and enactment procedure.
By the end of December 2015, the National Executive Branch issued Emergency Decree No. 267/15, published
in the Official Gazette on January 4, 2016, whereby significant amendments were introduced to Laws Nos.
26,522 and 27,078 (the Digital Argentina Law, "LAD", for its Spanish acronym). The Emergency Decree was
approved on April 6, 2016 by the Lower House of Congress. Therefore, it has full force and effect.
9.2. Enforcement Authority
The Comité Federal de Radiodifusión (Federal Broadcasting Committee, “COMFER”, for its Spanish acronym)
was the enforcement authority established by Law No. 22,285.
Law No. 26,522 provided for the replacement of the COMFER by 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 vested the new agency with authority to enforce the law.
The Emergency Decree created the ENACOM as a decentralized and autarchic agency under the jurisdiction
of the Ministry of Communications and vested the new agency with authority to enforce Laws Nos. 26,522 and
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27,078, as amended and regulated. The ENACOM has all the same powers and competences that had been
vested in AFSCA and the Information and Communications Technology Federal Enforcement Authority
(“AFTIC”, for its Spanish acronym) by Laws Nos. 26,522 and 27,078, respectively.
Upon the issuance of Decrees Nos. 7/2019 and 50/2019, published in the Official Gazette on December 11,
2019 and on December 19, 2019, respectively, the ENACOM is now under the jurisdiction of the Secretariat of
Public Innovation under the Chief of the Cabinet of Ministers.
9.3. Multiple License Regime
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 . 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.
The LSCA introduced comprehensive amendments on the multiple license regime, against which the Company
and some of its Subsidiaries filed an unconstitutionality claim. Eventually, that claim was dismissed. The original
regime approved by the LSCA regarding broadcast services: i) restricted to 10 the number of audiovisual
communication service licenses, plus a single broadcast signal for radio, broadcast TV and subscription
television services that made use of the radioelectric spectrum; ii) set forth a further restriction on these services,
which could not be provided to more than 35% of all inhabitants or subscribers nationwide; and iii) at the local
level, the regime established the following limits: 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 subscription television license, provided the
applicant was not the holder of a broadcast television license; d) one (1) broadcast television license provided
the applicant was not the holder of a subscription television license. Under no circumstances may the aggregate
number of the licenses granted in the same primary service area or any group of highly overlapping service
areas exceed three (3) licenses.
Among the main amendments introduced by the Emergency Decree with respect to the LSCA, the most
remarkable is the repeal of Section 161, 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 already conform to the new regulatory framework.
As far as the Company is concerned, the Emergency Decree: i) eliminated the incompatibility to render in the
same location broadcast television services and subscription television services; ii) increased the limit to 15 of
broadcast (television and radio) service licenses that may be accumulated at national level; iii) eliminated the
restriction to hold cable television signals; and iv) eliminated the restriction on broadcast services, which could
not be provided to more than 35% of all inhabitants or subscribers nationwide. At the local level, it increased to
4 the number of licenses that could be accumulated.
9.4. Terms of the Licenses
Law No. 22,285 provided that 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 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 2 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 were suspended for ten (10) years.
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GRUPO CLARÍN S.A.
Even though Law No. 26,522 respected the original expiration terms of the licenses effective at the time of its
enactment, it set a 10-year limitation to the terms of licenses, with a one-time non-renewable extension.
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 hold broadcast television licenses made
a filing with the ENACOM requesting the extension of the terms of their licenses pursuant to Section 20 of the
Emergency Decree.
The ENACOM issued Resolution No. 135/2017, whereby it deemed that ARTEAR had opted to request an
extension under Section 20 of Decree No. 267/15 and stated that the term for the first period of TEN (10) years,
with the right to an automatic extension for a term of FIVE (5) more years, shall be calculated as from January
2, 2017.
On March 15, 2019, the ENACOM issued Resolution No. 1,176/19, whereby it granted the extension requested.
Radio Mitre was deemed to have opted to request an extension for all of its licenses under Article 20 of the
above-mentioned Decree, and was granted a term of 10 years, with the right to an automatic extension for a
term of 5 more years.
In addition, the ENACOM has issued a favorable decision, deeming as exercised the options to the regime
provided under Article 20 of Decree No. 267/15 formulated by the other subsidiaries. Pursuant to those
administrative proceedings, the new expiration date for the broadcast television licenses exploited by the
subsidiaries of the Company is:
Renewal of Licenses Granted under Art. 20 of Decree No. 267/2015
LS 85 TV Canal 13 of Buenos Aires
LU 81 TV Canal 7 of Bahía Blanca
LV 81 TV Canal 12 of Córdoba
January 1, 2027
January 1, 2027
January 1, 2027
9.5. Award of a Digital Channel
Through Resolution No. 1,329/AFSCA/2014, which amended Resolution No. 1,047/AFSCA/2014, 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.
Through this legal framework, which was subsequently supplemented by Resolutions No. 24/AFSCA/2015,
35/AFSCA/2015 and No. 39/AFSCA/2015 (among others), the rights of the current broadcast television
licensees could be infringed. These rights should be preserved intact as established in 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 owned by third parties.
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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 in due time, 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.
The subsidiaries of the Company that hold broadcast television licenses were awarded a digital channel to
render terrestrial digital television services under the legal regime described above. The following are the
Resolutions that determined the final award of each of the digital channels:
• Resolution No. 10,090/ENACOM/2016 (as amended by Resolution No. 1631-ENACOM/2017) awarded
Canal 33.1 to ARTEAR as holder of LS 85 TV CANAL 13 DE BUENOS AIRES
• Resolution No. 35/AFSCA/2015 awarded Canal 27.1 to TELECOR S.A.C.I. as holder of LV81 TV CANAL
12 DE CÓRDOBA.
• Resolution No. 236/AFSCA/2015 awarded Canal 28.1. to Teledifusora Bahiense S.A. as holder of LU81
TV CANAL 7 DE BAHÍA BLANCA
9.6. Decree No. 690/20 – Amendments to the LAD
On August 22, 2020, the National Executive Branch issued Decree No. 690/2020, whereby it amended the
Digital Argentina Act.
Among the amendments that were introduced by Decree No. 690/2020, ICT Services – fixed and mobile
telephony, subscription television and Internet – and the access to telecommunications networks for and
between licensees are now deemed “essential and strategic public Services subject to competition”, and
ENACOM shall guarantee their actual availability.
The prices of essential and strategic public ICT Services subject to competition, the prices of the services
provided under the Universal Service and of those determined by ENACOM based on reasons of public interest,
shall be regulated by said agency.
The Decree also provides that ENACOM shall establish, in the respective regulations, the Mandatory Universal
Basic Provision of ICT Services.
It also provided for the suspension of price increases or modifications established or announced from July 31,
2020 to December 31, 2020 by ICT licensees.
As of the date of these Consolidated Financial Statements, the Decree has been ratified by the Argentine
Congress under the terms of Law No. 26,122.
On December 21, 2020, Resolutions Nos. 1466/2020 and 1467/2020 were published in the Official Gazette,
whereby the ENACOM regulated Decree No. 690/2020.
Resolution No. 1,466/2020 provides that ICT Services Licensees that render Internet access, subscription
broadcasting services by physical, radio-electric or satellite link, and fixed and mobile telephony services -in all
cases in their different and respective modalities- may increase up to FIVE PERCENT (5%) their retail prices
as from January 2021. In order to establish the percentages approved, licensees shall take as reference the
prices effective as of July 31, 2020. Said Resolution also provides that ICT Services Licensees may request on
an exceptional basis price increases exceeding 5% in accordance with the provisions of Article 48 of the LAD.
Said Resolution also provides that ICT Services Licensees that hold registration for Internet Access Value
Added Service (SVA-INT, for its Spanish acronym); subscription broadcasting services by physical and/or radio-
electric link (SRSVFR, for its Spanish acronym) and audiovisual communication subscription services by
satellite link (DTH); shall notify the Enforcement Authority about any and all changes in retail prices they intend
to make to their plans, prices and commercial terms in effect, SIXTY (60) calendar days in advance of their
implementation.
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Resolution No. 1467/2020 regulates the Mandatory Universal Basic Service set forth by Decree No. 690/2020
for the different services provided by ICT Services Licensees, establishing the price and characteristics of each
plan.
Said Resolution also sets out the persons that are eligible to receive those services.
It should be noted that subscription television service licensees are under the obligation to apply discounts to a
plan and programming grid that already exist, which prevents them from creating a specific and less expensive
grid to comply with the Mandatory Universal Basic Service.
Since ARTEAR owns several cable tv signals and is therefore a provider of contents to subscription television
services via physical, radio-electric or satellite link, it is currently evaluating the impact that this regulation and
its implementation may have on its operations.
9.7. New General Rules Governing Physical and/or Radio Electric Link Subscription Broadcasting
Services
ENACOM Resolution No. 1,491/2020 issued on December 24, 2020 approved the new General Rules
Governing Physical Radio-Electric and/or Satellite Link Subscription Broadcasting Services.
Even though the new General Rules maintain the onerosity of all the broadcast television services and signals
that fall within the scope of the “must carry” regime (signals and services subject to mandatory retransmission)
by the providers of subscription television services, they introduce the concept of “fair, equitable and reasonable
price” and implement a dispute resolution procedure in case of disagreement between signal holders and
distributors (by physical, radio-electric or satellite link) to be brought before the ENACOM, whereby the parties
are deemed to have voluntarily accepted to be subject to this procedure.
In addition, the General Rules provide that in the event that signal holders and physical, radio-electric and/or
satellite link subscription television licensees do not settle their dispute, distributors shall include the signal in
the programming grid at the price set by ENACOM’s Board based on the information gathered during the
proceeding.
It should be noted that both the price and the settlement procedure is applicable to any signal, including those
which are not subject to mandatory retransmission.
In addition, the General Rules also provide that the commercialization of one signal may not be conditional on
the acquisition of other signals and, in the case of sales of signal packages, the price must include a breakdown
of the price of each of the signals included in the package.
ARTEAR’s legal advisors believe that the ENACOM is not empowered to set the price of a signal, regardless
of whether or not it is a signal subject to mandatory retransmission, and that it would be arbitrary and
unconstitutional if the agency imposed a price on the owner of contents that does not voluntarily agree to the
settlement proceeding.
9.8. Administrative Sanction Proceedings
Through Resolution No. 661/AFSCA/2014, the ENACOM approved the current Regime for the Grading of
Penalties, the General Rules on the procedures to be followed for the substantiation of summary proceedings
initiated due to infringements of the Audiovisual Communication Services Law, an Installment Plan Regime to
be applied to the infringements subject to fines committed from November 21, 2002 up to and including June
23, 2010, within the framework of the effectiveness of Resolution No. 830/COMFER/02 and Law No. 22,285
and an Option for the new Regime for the Grading of Penalties (fines) for infringements committed while
Resolution No. 324/AFSCA/2010 was still in effect.
ARTEAR made a filing with AFSCA to request the assessment of the fines that would be applicable to
infringements committed from November 21, 2002 to June 23, 2010 under the regime set forth in Resolution
No. 830/COMFER/02 in order to decide whether to request authorization to adhere to the installment plan
regime provided by Resolution No. 661/AFSCA/2014. In addition, ARTEAR made a filing with AFSCA to request
the assessment of the fines that would be applicable to infringements committed from June 24, 2010 to June
11, 2014, i.e., the period during which the regime provided under Resolution No. 324/AFSCA/2010 was in effect,
in order to decide whether to make use of the option provided by Resolution No. 661/AFSCA/2014, which allows
broadcasters to adhere to the installment plan regime that is most beneficial in each case. In response to said
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GRUPO CLARÍN S.A.
filings, the Enforcement Authority notified ARTEAR of the fines assessed on the infringements committed from
November 21, 2002 to June 23, 2010. ARTEAR requested authorization to adhere to the payment plan regime
payable in up to 60 installments for all those infringements over which the Enforcement Authority abandoned
all administrative and judicial proceedings. AFSCA notified ARTEAR of the applicable fines in the period during
which Resolution No. 324/AFSCA/2010 was in effect, calculating those fines under both regimes, the one
approved
the one approved under Resolution No.
661/AFSCA/2014. Therefore, ARTEAR made a filing exercising the option to pay those fines calculated under
the regime established by Resolution No. 661/AFSCA/2014, which allows for the assessment of significantly
more beneficial amounts. In both cases, ARTEAR had booked a provision for the amounts assessed and
notified by AFSCA included in the payment plan.
through Resolution No. 324/AFSCA/2010 and
The payment agreements that had been delivered by AFSCA were deemed to enter into effect as of July 2,
2015. ARTEAR 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 is currently paying the installments of both payment plans and receives and pays in due time and
form the fines corresponding to the summary proceedings initiated after June 11, 2014 under the Sanction
Regime in effect established by Resolution No. 661-AFSCA/14.
Through Resolution No. 2,882/ENACOM/2019, as amended by Resolution No. 2,984/2019, the ENACOM
amended the Regime for the Grading of Penalties approved by Resolution No. 661/AFSCA/2014. The
amendments resulted mainly in a reduction of the tax rates to be applied to the calculation of the penalties for
infringement of Law No. 26,522, and a reduction of the fines imposed whenever infractions are committed in
shows produced by producers that are duly registered in the Registro de Señales y Productoras (Registry of
Signals and Producers), which will be charged with such infractions.
ARTEAR made a filing with the ENACOM requesting the assessment of fines applicable to the infringements
committed from July 2014 up to and including December 2018 and requested the adherence to the installment
payment plan established under Resolution No. 2,882/ENACOM/2019, with respect to those summary
proceedings on which information was requested and sanctions were imposed. The aggregate amount of the
fines assessed for that period for which a final decision has already been rendered on the summary proceedings
related to LS85 TV Canal 13 is of $2,343,755.70. ARTEAR executed an agreement with the Enforcement
Authority to settle that amount in a single installment.
9.9. Transfer of Ownership of the License held by Teledifusora Bahiense S.A. (TELBA) to the Subsidiary
ARTEAR.
During this year, through Resolution No. 1,916/2022, the ENACOM acknowledged the merger under which
ARTEAR absorbed TELBA, which was dissolved without liquidation, and approved ARTEAR's continuity as the
holder of the analog broadcast television audiovisual communication service license under the signal LU 81
Canal 7 of the City of Bahía Blanca, Province of Buenos Aires.
NOTE 10 - CALL OPTIONS
ARTEAR
Pursuant to ARTEAR’s acquisition of 85.2% of its subsidiary Telecor’s capital stock in 2000, Telecor’s sellers
have an irrevocable put option of the remaining 755,565 common, registered, non-endorsable shares,
representing 14.8% of the capital stock and votes of Telecor, for a 16-year term as from March 16, 2010 at a
price of US$ 3 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 US$ 4.8 million, which will be adjusted at a 5% nominal annual
rate as from April 16, 2016. Subsequently, under an addendum to the original agreements, the beginning of the
effectiveness of the irrevocable put option was modified on several occasions. The last addendum, dated
November 27, 2019, set forth that the effectiveness of the irrevocable put option would begin on March 16,
2024.
The balances arising from the put option mentioned above are disclosed under the item Other Non-Current
Liabilities of the statement of financial position, with an offsetting entry under Other Reserves and Non-
Controlling Interest under Equity.
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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 financial debt and equity balances.
As part of this process, Grupo Clarín monitors its capital structure through the financial debt-to-equity ratio,
which is equal to the quotient of its net financial debt (Financial Debt less Cash and Cash Equivalents) divided
by its adjusted EBITDA.
The financial debt-to-equity ratio for the reporting years is as follows:
Financial Debt (i)
Less: Cash and Cash Equivalents
Cash and Banks
Other Current Investments
Net Financial Debt (ii)
Adjusted EBITDA
Debt-to-Equity Ratio (ii)
December
31, 2022
December 31,
2021
3,499
(2,142)
(5,603)
(4,246)
9,812
(0.43)
3,294
(4,310)
(4,035)
(5,051)
12,155
(0.42)
(i)
(ii)
Long-term and short-term loans, including derivatives and financial guarantee agreements.
As of December 31, 2022 and 2021, the cash and cash equivalents balance exceeds the amount of loans.
The financial 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
At amortized cost
Cash and Banks
Other Investments
Receivables (1) (2)
At fair value with an impact on net income
Other Investments
Total Financial Assets
Financial Liabilities
At amortized cost
Financial Debt
Accounts Payable and Other Liabilities (3)
Total Financial Liabilities
December
31, 2022
December
31, 2021
2,142
3,057
23,091
3,449
31,739
3,499
16,041
19,540
4,310
55
27,563
4,021
35,949
3,294
18,075
21,369
(1) Does not include the allowance for doubtful accounts of approximately $ 830 million and $ 1,117 million, respectively.
(2) Includes receivables with related parties of approximately $ 1,042 and $ 1,604 million, respectively.
(3) Includes debts with related parties of approximately $ 1,219 million and $ 607 million, respectively.
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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.
11.1.4 Exchange Risk Management
Grupo Clarín enters into certain foreign currency transactions; therefore, it is exposed to exchange rate
fluctuations.
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, 2022 and
2021:
(in millions
of Argentine pesos)
December 31, 2022
(in millions
of Argentine pesos)
December 31, 2021
ASSETS
Other Receivables
Trade Receivables
Other Investments
Cash and Banks
Total assets
LIABILITIES
Financial Debt
Other Liabilities
Trade and Other Payables
Total Liabilities
267
858
2,713
1,072
4,910
2,107
864
2,559
5,530
111
1,099
1,101
2,098
4,409
2,476
380
1,751
4,607
Bid/offered exchange rates (Banco de la Nación Argentina) as of December 31, 2022 and 2021 were of
$ 176.96 and $ 177.16 and $ 102.52 and $ 102.72; 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 $ 124 million and $ 40 million as of December 31, 2022 and 2021, respectively.
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.
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
As of December 31, 2022 and 2021, Grupo Clarín was exposed to interest rate risk mainly through AGEA (and
its subsidiaries LVI and DLA), IESA, Radio Mitre, and GCGC. This is due to the fact that those 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 basis points higher and all the variables had remained constant,
the additional estimated loss before taxes would have been of approximately $ 24 million and $ 35 million as of
December 31, 2022 and 2021, respectively.
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.
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Its sensitivity to the variation in the price of these instruments is detailed below:
December 31,
2022
December 31,
2021
Investments valued at quoted prices at closing (Level 1)
2,718
3,264
The estimated impact of an eventual 10% favorable/unfavorable fluctuation of the quoted price of investments
valued at closing, assuming that all the other variables remain constant, would generate an income/loss before
taxes of approximately $ 272 million and $ 326 million as of December 31, 2022 and 2021, 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 $ 73 million and $ 76 million as of December 31, 2022
and 2021, 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 of the Print and Digital Publications 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 statement of financial position.
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. In addition, and in
accordance with IFRS 9, for the calculation of the allowance for bad debts on trade receivables the Company
considers the expected credit losses over their total useful life. 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
7% and 10% of accounts receivable as of December 31, 2022 and 2021, 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.
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GRUPO CLARÍN S.A.
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
Statement of Financial Position 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.
In addition, and in accordance with IFRS 9, for the calculation of the allowance for bad debts on trade
receivables the Company considers the expected credit losses over their total useful life.
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 statement of financial position through the contractual maturity date.
The amounts disclosed in this table represent undiscounted cash flows (principal plus contractual interest).
Information as of December 31, 2022:
Maturities
Financial
Debt
Other
debt
Matured
Without any established term
First Quarter 2023
Second Quarter 2023
Third Quarter 2023
Fourth Quarter 2023
More than 1 year
-
-
1,441
94
41
111
2,650
4,337
3,804
1,272
9,510
2,297
92
69
1,063
18,107
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GRUPO CLARÍN S.A.
Information as of December 31, 2021:
Maturities
Financial
Debt
Other
debt
Matured
Without any established term
First Quarter 2022
Second Quarter 2022
Third Quarter 2022
Fourth Quarter 2022
More than 1 year
-
-
1,066
717
888
553
958
4,182
4,957
1,650
10,971
849
35
27
637
19,126
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:
Assets
Current Investments
Assets
Current Investments
December 31,
2022
Quoted Prices
(Level 1)
Other Significant
Observable Items
(Level 2)
3,449
2,718
731
December 31,
2021
Quoted Prices
(Level 1)
Other Significant
Observable Items
(Level 2)
4,021
3,264
757
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).
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 estimated collection periods that extend through time, is measured
considering the estimated collection period, the time value of money and the specific risks of the transaction at
the time of measurement and, therefore, such 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, 2022
December 31, 2021
Book Value
Fair Value
Book Value
Fair Value
Non-Current Financial Debt
2,073
1,867
169
148
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GRUPO CLARÍN S.A.
NOTE 12 - INTERESTS IN SUBSIDIARIES AND AFFILIATES
1- AGEA and subsidiaries
a) On January 13, 2021, AGEA acquired 13,429,076 common, registered, non-endorsable shares, with
nominal value of $ 1 each and entitled to one (1) vote per share, of the capital stock and votes of Urbano
Express Argentina S.A. (“Urbano”), a company mainly engaged in rendering postal services, in the
amount of US$ 1,310,000 payable through the delivery of advertising spaces and/or seconds (as the
case may be) in AGEA and/or through AGEA, in certain related companies, as established in the
purchase agreement.
On the same date, AGEA sold to Urbano 36,900,000 shares representing 100% of the capital stock
and votes of UNIR for $ 90 million, which originated a credit in favor of AGEA. At the Shareholders’
Meeting held on January 13, 2021, the shareholders of Urbano decided to approve the capitalization
of such credit of AGEA and an increase in the capital stock of $ 15,662,647 with paid-in capital of $
74,337,353. Through this capitalization, AGEA became the holder of 15,662,647 common, registered,
non-endorsable shares, with nominal value of $ 1 each and entitled to one (1) vote per share of Urbano.
As a result of those transactions, AGEA became the holder of 29,091,723 common, registered, non-
endorsable shares, with nominal value of $ 1 each and entitled to one (1) vote per share, representing
30% of the capital stock and votes of Urbano. As from January 13, 2020, AGEA has significant influence
over Urbano and has completed the necessary analyses for recording the acquisition of this associate
in conformity with IAS 28.
b) During October 2021, AGEA acquired 359 Class C book-entry common shares of Papel Prensa with
nominal value of $ 1 each and entitled to one (1) vote per share for $ 5,000 ($10,369 in constant
currency as of December 31, 2022).
c) During 2021, AGEA made contributions in BIMO for a total of $ 183 million ($ 413.6 million in constant
currency as of December 31, 2022).
During this year, AGEA made contributions in BIMO for a total of $ 259,496,940 ($ 393 million in
constant currency as of December 31, 2022).
As from August 16, 2022, the app of the e-wallet BIMO became indefinitely inactive. In view of the
above, AGEA made adjustments to its investment in BIMO.
On September 1, 2022, AGEA acquired 704,578 shares, representing fifty percent (50%) of BIMO's
capital stock and votes. As a result, AGEA became the holder of 1,409,156 common, registered, non-
endorsable shares, with nominal value of $ 1 each and entitled to one (1) vote per share, representing
100% of the capital stock and votes of BIMO.
2- ARTEAR and GC Minor
a) On July 22, 2021, ARTEAR and GC Minor received and accepted an offer for the acquisition of shares
submitted by Televisión Litoral S.A. and Margarita Scaglione (“the purchasers”), whereby ARTEAR and
GC Minor shall sell 9,990 and 10 shares, respectively, of Bariloche TV S.A. representing, aggregate,
100% of the capital stock and votes of that company, for a lump-sum of US$ 600,000, to be paid pro
rata. The payment will be made by the purchasers in two installments of US$ 300,000 each. The first
installment was settled in July 2021 and the second one was pending as of December 31, 2022. In
February 2023, the purchasers made a partial payment of the second installment for $24 million.
3-
IESA
a) On February 9, 2022, IESA accepted a binding offer under a Memorandum of Understanding (“MOU”)
from Tango Sports Team S.R.L. for the latter's acquisition of all the shares held by IESA in Auto Sports
S.A. for approximately US$ 0.96 million.
On March 31, 2022, IESA received and accepted an offer for the acquisition of shares from Tango
Sports Team S.R.L. (“the acquirer”), whereby IESA sold to the acquirer 9,631,294 shares of Auto Sports
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GRUPO CLARÍN S.A.
in
four
S.A representing 95.76% of the capital stock and votes thereof, in the amount of US$ 957,598.69
payable
installments of U$S 287,279.61, U$S 191,519.74, U$S 239,399.67, and
U$S 239,399.67. The first installment was settled in February and March 2022. The second installment
is due on October 31, 2022, the third installment is due on June 30, 2023, and the fourth installment is
due on June 30, 2024.
b) On March 31, 2022, IESA submitted to Emprendimientos Deportivos 2000 S.A. (“the seller”) an offer to
acquire shares, which was accepted. IESA acquired 1,168,077 shares of Carburando S.A. representing
4.45% of the capital stock and votes thereof, in the amount of US$ 38,000 payable in four installments
of US$ 11,400, US$ 7,600, US$ 9,500, and US$ 9,500. The first installment was settled in April 2022.
The second installment is due on October 31, 2022, the third installment is due on June 30, 2023, and
the fourth installment is due on June 30, 2024.
4- GCGC
a) On December 7, 2021, the Board of Directors of GCGC approved the proceedings required for
consummating a merger process whereby GCGC absorbed the assets, liabilities, rights and obligations
of Electro Punto Net S.A., which was dissolved without liquidation. This transaction was carried out
taking into consideration the optimized use of the technical, administrative and financial structures of
both companies and the streamlining of their operating costs.
On March 15, 2022, the Board of Directors of GCGC decided to approve the consolidated special
statement of financial position for the merger between GCGC and Electro Punto Net S.A. as of
December 31, 2021 and the Pre-Merger Commitment whereby, as of the date of the merger, GCGC,
as absorbing company, absorbed on the date of the merger the assets, liabilities, rights and obligations
of Electro Punto Net S.A., which was dissolved in advance without liquidation, and GCGC assumed all
the activities, receivables, property, rights, and obligations of Electro Punto Net S.A.
The merger was executed based on the equity position disclosed in the financial statements of those
companies as of December 31, 2021.
The effective date of the merger was established as from January 1, 2022, date on which GCGC
continued with the operations of Electro Punto Net S.A., thus generating the corresponding operating,
accounting and tax effects.
At the General Ordinary and Extraordinary Shareholders' Meeting of GCGC held on April 13, 2022, the
shareholders approved the Pre-Merger Commitment and the Special Consolidated Statement of
Financial Position for the Merger as of December 31, 2021.
On September 01, 2022, the merger was registered with the IGJ.
5- GC Minor – GCSA Investments
a) On December 7, 2021, the Board of Directors of GC Minor approved the proceedings required for
consummating a merger process whereby GC Minor absorbed the assets, liabilities, rights and
obligations of GCSA Investments, which was dissolved without liquidation. This transaction was carried
out taking into consideration the optimized use of the technical, administrative, and financial structures
of both companies and the streamlining of their operating costs.
On March 15, 2022, the Board of Directors of GC Minor approved the Special Consolidated Statement
of Financial Position for the Merger between GC Minor and GCSA Investments as of December 31,
2021 and the Pre-Merger Commitment whereby, as of the date of the merger, GC Minor, as absorbing
company, absorbed the assets, liabilities, rights and obligations of GCSA Investments, which was
dissolved in advance without liquidation. GC Minor assumed, as a result of the merger, all the activities,
receivables, property, rights and obligations of GCSA Investments existing at the date of the merger.
The merger was executed based on the equity position disclosed in the financial statements of those
companies as of December 31, 2021.
The effective date of the merger was established as from January 1, 2022, date on which GC Minor
continued with the operations of GCSA Investments, thus generating the corresponding operating,
accounting, and tax effects.
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GRUPO CLARÍN S.A.
On April 13, 2022, at the General Ordinary and Extraordinary Shareholders' Meeting of GC Minor, the
shareholders approved the Pre-Merger Commitment and the Special Consolidated Statement of
Financial Position for the Merger as of December 31, 2021.
On June 21, 2022, the merger was registered with the IGJ.
NOTE 13 – CAPITAL STOCK, RESERVES, RETAINED EARNINGS, AND DIVIDENDS
13.1 – Capital stock
Upon the Company’s public offering during 2007, the capital stock amounted to $ 287,418,584, represented by:
75,980,304 Class A common, registered, non-endorsable shares, with nominal value of $ 1 each and
-
entitled to five votes per share.
186,281,411 Class B book-entry common shares, with nominal value of $ 1 each and entitled to one vote
-
per share.
25,156,869 Class C common, registered, non-endorsable shares, with nominal value of $ 1 each and
-
entitled to one 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, authorizing the Company to (i) offer publicly its Class
B book-entry common shares; (ii) list its Class B book-entry common shares; and (iii) list its registered non-
endorsable Class C common shares, trading of which was suspended due to restrictions on transfers set forth
in the Company’s Bylaws. Also in the last quarter of 2007, the Company was granted authorization to list its
GDSs in the LSE. Each GDS represents two of the Company’s Class B common shares.
On April 27, 2017, the IGJ registered the Corporate Reorganization Transaction which consisted in the partial
spin-off of the Company for the creation of a new company called Cablevisión Holding S.A. As a result of the
Spin-off of Grupo Clarín, its equity was reduced pro rata and the Company’s Class A, Class B and Class C
shares were canceled in exchange for a set of shares of the same class and with substantially the same rights
distributed by Cablevisión Holding.
Consequently, the Company’s equity was reduced, effective as of the Effective Date of the Spin-off (May 1,
2017), to $ 106,776,004, represented by:
28,226,683 Class A common, registered, non-endorsable shares, with nominal value of $ 1 each and
-
entitled to five votes per share.
69,203,544 Class B book-entry common shares, with nominal value of $ 1 each and entitled to one vote
-
per share.
9,345,777 Class C common, registered, non-endorsable shares, with nominal value of $ 1 each and entitled
-
to one vote per share.
Having obtained all of the required regulatory authorizations, on August 30, 2017, Grupo Clarín and Cablevisión
Holding exchanged their shares pursuant to the exchange ratio approved by Grupo Clarín's shareholders at the
time of approval of the spin-off process. As a result of the exchange of shares and payment of fractions in cash,
the Company held 1,485 treasury shares. During fiscal year 2020, the above-mentioned shares were settled in
accordance with applicable regulations.
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GRUPO CLARÍN S.A.
13.2 – Reserves, accumulated income and dividends
Balances at the beginning of the year:
Retained Earnings
Other Reserves
Voluntary Reserves (1)
Total
Absorption of Retained Earnings with Paid-in Capital
Net Income (Loss) for the Year
Balance at the end of the year
(1) Corresponds to Judicial Reserve for Future Dividends Distribution
a. Grupo Clarín
December 31,
2022
December 31,
2021
2,023,985,617
(505,181,953)
4,391,179,884
5,909,983,548
-
(1,372,158,010)
4,537,825,538
(810,513,895)
(505,181,953)
4,391,179,884
3,075,484,036
810,513,895
2,023,985,617
5,909,983,548
On April 30, 2021, at the Annual Ordinary and Extraordinary Shareholders' Meeting of the Company, the
shareholders decided, among other things, to absorb the negative balance of retained earnings as of December
31, 2020 through the partial reversal of the Paid-in capital.
On April 18, 2022, at the Annual Ordinary and Extraordinary Shareholders' Meeting of the Company, the
shareholders decided, among other things, to appropriate retained earnings as of December 31, 2021 in the
amount of $ 1,039,043,355 ($ 2,023,985,617 in constant currency as of December 31, 2022) to the Legal
Reserve.
b. ARTEAR
At the General Ordinary and Extraordinary Shareholders’ Meeting of ARTEAR held on April 22, 2021, the
shareholders of the Company decided, among other things, to fully absorb the net loss for the year ended
December 31, 2020 which amounted to $ 261,032,371 in historical currency as of that date ($ 767.5 million in
constant currency as of December 31, 2022) through the partial reversal of the Voluntary Reserve. In addition,
the shareholders decided to delegate to the Board of Directors the power to partially reverse the Voluntary
Reserve up to $ 500,000,000 to pay dividends. Said power may be exercised by the Board of Directors at its
discretion in one or more times until the next Annual Shareholders Meeting of that company is held.
At the meeting held on May 13, 2021, the Board of Directors of ARTEAR approved the partial reversal of the
Voluntary Reserve for $ 150 million ($ 363 million in constant currency as of December 31, 2022), to be used
for the distribution of dividends. As of the date of these Consolidated Financial Statements, the full amount of
the distributed dividends was collected.
At the meeting held on July 22, 2021, the Board of Directors of ARTEAR approved the partial reversal of the
Voluntary Reserve for $ 150 million ($ 341.7 million in constant currency as of December 31, 2022), to be used
for the distribution of dividends. As of the date of these Consolidated Financial Statements, the full amount of
the distributed dividends was collected.
At the General Ordinary and Extraordinary Shareholders’ Meeting of ARTEAR held on April 13, 2022, the
shareholders decided, among other things, to appropriate the net profit of the year ended December 31, 2021
which amounted to $ 1,495,458,867 in historical currency as of that date ($ 2,913,051,918 in constant currency
as of December 31, 2022) to increase the Voluntary Reserve. In addition, the shareholders decided to delegate
to the Board of Directors the power to partially reverse the Voluntary Reserve up to $ 800,000,000 to pay
dividends. Said power may be exercised by the Board of Directors at its discretion in one or more times until
the next Annual Shareholders Meeting of ARTEAR was held.
On April 13, April 29, June 1, and August 12, 2022, the Board of Directors of ARTEAR approved the partial
reversal of the Voluntary Reserve for an aggregate amount of $ 400,000,000 in order to distribute dividends, of
which $ 387.5 million corresponded to the Company ($ 565.8 million in constant currency as of December 31,
2022). Those dividends were collected in full as of the date of these Financial Statements.
- 67 -
GRUPO CLARÍN S.A.
c. Other Companies
In April 2021, the shareholders of TRISA decided, among other things, to approve the distribution of dividends
in the amount of $ 200 million ($ 500.2 million in constant currency as of December 31, 2022) of which $ 100
million corresponds to the Company on account of its indirect holding in that company. As of the date of these
Financial Statements, the full amount of the distributed dividends was collected.
In April 2022, the shareholders of TRISA decided, among other things, to approve the distribution of dividends
in the amount of $ 200 million ($ 316.5 million in constant currency as of September 30, 2022) of which $ 100
million corresponded to the Company on account of its indirect holding in that company. TRISA paid all the
distributed dividends.
In April 2022, the shareholders of Canal Rural S.A. decided, among other things, to approve the distribution of
dividends of which $ 28.6 million corresponds to the Company on account of its indirect holding in that company.
NOTE 14 - NON-CONTROLLING INTEREST
Balances as of January 1
Equity in Earnings from Associates 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
December 31,
2022
December 31,
2021
283,336,959
31,055
(62,351,219)
-
221,016,795
282,212,097
49,935,636
(48,553,607)
(257,167)
283,336,959
As of December 31, 2022 and 2021, the non-controlling interests are not significant on an individual or a joint
basis.
NOTE 15 – BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The following table contains the outstanding balances with related parties:
December 31,
2022
December 31,
2021
Other Receivables
Non-Current
Other Related Parties
Current
Under Joint Control
Other Related Parties
Trade Receivables
Current
Under Joint Control
Other Related Parties
Trade and Other Payables
Current
Under Joint Control
Other Related Parties
Other Liabilities
Non-Current
Under Joint Control
Current
Under Joint Control
Other Related Parties
4,200
4,200
1,109,310
1,109,310
13,812,712
74,342,855
88,155,567
273,138,463
35,966,249
309,104,712
191,404,351
762,595,514
953,999,865
350,545,212
943,402,830
1,293,948,042
98,266,543
528,174,098
626,440,641
30,796,507
554,247,930
585,044,437
451,758,000
451,758,000
132,541,338
8,673,868
141,215,206
-
-
-
21,801,017
21,801,017
- 68 -
GRUPO CLARÍN S.A.
The following table shows the main operations with related parties for the years ended December 31, 2022
and 2021:
Under Joint Control
Item
December 31,
2022
December 31,
2021
Other Related Parties
Advertising Sales
Printing Services Sales
Other Sales
Printing and Distribution Costs
Interest Income
Interest on Financial Debt
Other Revenues
Advertising and Promotion
Expenses
Advertising Sales
Printing Services Sales
Circulation Sales
Television Signals Sales
Other Sales
Fees for Services
Services and Satellites Expenses
Communication Expenses
Other Purchases
Other Expenses
192,507,478
102,888,598
1,013,839,134
(235,828,182)
-
-
25,439,873
(53,414,630)
660,149,644
54,324,832
-
2,965,622,911
651,780,225
(83,693,811)
(58,437,147)
(178,439,182)
(1,714,087,735)
(7,524,346)
75,618,723
202,851,309
1,021,377,688
(83,581,890)
5,482,575
(42,056,068)
186,873,667
(36,724,039)
1,124,541,342
16,729,664
12,762,997
3,704,307,380
835,194,612
(110,435,279)
(131,160,045)
(131,991,371)
(1,265,746,031)
(20,965,366)
The fees paid to the Board of Directors and the Upper Management of Grupo Clarín for the years ended
December 31, 2022 and 2021 amounted to approximately $ 2,078 million and $ 2,098 million, respectively.
NOTE 16 – EARNINGS PER SHARE
The following table shows the net income (loss) and the weighted average of the number of common shares
used in the calculation of basic earnings per share:
December 31,
2022
December 31,
2021
Net Income used in the Calculation of Basic Earnings per Share:
(1,372,158,010)
2,023,985,617
Weighted Average of the Number of Common Shares used in the Calculation
of Basic Earnings per Share
Earnings Per Share
106,776,004
(12.85)
2,023,985,617
106,776,004
18.96
The weighted average of outstanding shares for the year ended December 31, 2022 was 106,776,004. Since
no debt securities convertible into shares were recorded, the same weighted average should be used for the
calculation of diluted earnings per share.
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GRUPO CLARÍN S.A.
NOTE 17 - COVENANTS, SURETIES AND GUARANTEES PROVIDED
As of December 31, 2022, the following covenants, sureties, and guarantees were in effect:
a.
IESA is subject to contractual restrictions on the transfer of its equity interest in TRISA and Tele Net Image
Corp.
b. AGEA holds a joint and several guarantee for the loan granted by ICBC to AGL.
c. The Company became guarantor of certain financial obligations of AGEA and some of its subsidiaries with
Banco Itaú Argentina S.A.
d. On June 24, 2022, Grupo Clarín accepted a proposal from TRISA, whereby Grupo Clarín guarantees
certain financial obligations undertaken by TRISA under a loan agreement with FOBAL. In accordance with
the proposal, Grupo Clarín created a pledge in favor of FOBAL on term deposits held by Grupo Clarín for
US$ 4,050,000. As counter guarantee, TRISA transferred to Grupo Clarín US$ 3,000,000. The counter
guarantee does not accrue any interest for TRISA. Grupo Clarín shall return the counter guarantee to TRISA
from time to time, proportionally, as FOBAL releases the counter-guaranteed pledges.
On June 27, 2022, Grupo Clarín received from TRISA the amount corresponding to the counter guarantee.
Pursuant to the financial obligations undertaken by TRISA, Grupo Clarín shall return to TRISA the counter
guarantee as follows: US$ 450,000 in November 2022 and US$ 2,550,000 in March 2026. On March 07,
2023, the Company returned US$ 160,000 on account of the US$ 450.000 pending as of December 31,
2022.
On July 13, 2022, Grupo Clarín granted a guarantee at the request of TRISA for US$ 4,050,000. Pursuant
to the financial obligations undertaken by TRISA, the pledges shall be released by FOBAL as follows:
US$ 1,000,000 in October 2022, US$ 500,000 in November 2022, and US$ 2,550,000 in March 2026.
In October and November 2022, FOBAL released US$1,000,000 and US$ 500,000 of said pledge. As of
the date of issuance of these Consolidated Financial Statements, Grupo Clarín’s guarantee was of
US$ 2,550,000.
e.
Certain import operations of AGEA are guaranteed by investments made by the controlled company
SADKAL.
NOTE 18 - 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 regularly contribute 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.
In addition, such plan provides for certain special conditions for those managers who were in the “executive
payroll” before January 1, 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, 2022, such
supplementary contributions made by the Company on a consolidated basis amount to approximately $ 58.7
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.
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GRUPO CLARÍN S.A.
NOTE 19 – OPERATING LEASES
19.1 The Company as Lessee
As of December 31, 2022 and 2021, 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 $):
1 year
Between 1 and 5
19.2 The Company as Lessor
December
31, 2022
60
29
89
December
31, 2021
117
53
170
The total amount of minimum future collections for non-cancellable operating leases of certain property is the
following (in millions of $):
1 year
Between 1 and 5
NOTE 20 - LAW No. 26,831 CAPITAL MARKETS
Capital Markets Law – Law No. 26,831, as amended
December
31, 2022
77
116
193
December
31, 2021
148
392
540
On December 28, 2012, Capital Markets Law No. 26,831 was published in the Official Gazette. This law
eliminated the self-regulation of the capital market, granted new powers to the CNV, and repealed Law No.
17,811 and Decree No. 677/01, among other regulations. Law No. 26,831 became effective on January 28,
2013. As from its effective date, the Public Tender Offer regime applies to all listed companies.
Productive Financing Law
On May 11, 2018, Productive Financing Law No. 27,440 was published in the Official Gazette. This law
introduced several amendments to Law No. 26,831 regarding the extent of the powers of the CNV; the exercise
of preemptive rights on shares offered through public offering in the case of capital increases; private
placements; public tender offers; the jurisdiction of the federal commercial courts of appeals to review the
resolutions issued or sanctions imposed by the CNV, among other amendments.
With respect to public tender offers, under the previous regime, the offeror was obliged to formulate a “fair”
price to be set by weighing the results of different company valuation methods, with a minimum floor related to
the average market price for the six-month period immediately preceding the date of the agreement. Pursuant
to the amendments introduced by Law No. 27,440 to Law No. 26,831, the obligation is objective and consists
in offering the higher of two existing prices: the price paid or agreed by the offeror during the 12 months
immediately preceding the first day of the public tender offer period, and the average price of the securities
subject to the offer during the semester immediately preceding the date of the announcement of the transaction
under which the change of control is agreed upon.
On December 28, 2018, General Resolution No. 779/2018, whereby the CNV established the regulatory
framework applicable to public tender offers, was published in the Official Gazette.
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 injunction” File No. 011419/2013. That
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GRUPO CLARÍN S.A.
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, 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.
On August 26, 2022, General Resolution No. 939/2022 issued by the CNV was published in the Official Gazette,
whereby said agency established the regulatory framework for holding remote and/or hybrid Shareholders’
Meetings. Said Resolution became effective on January 01, 2023.
Below are the most relevant amendments and/or additions introduced by the aforementioned Resolution No.
939: i) Companies must include in their bylaws the possibility of holding remote Shareholders’ Meetings at their
registered office or at the location corresponding to the jurisdiction of their registered office. ii) They must submit
to the regulatory agency, with at least 5 business days' notice, the procedures to be used for holding remote
Shareholders’ Meetings stating the way in which shareholders will exercise their voting and participation rights.
iii) Within 2 business days of the last legal publication, evidence of the legal publications of calls for
Shareholders’ Meetings must be uploaded under "Calls for Shareholders’ Meetings" in the Financial Information
Highway. iii) The call shall include information about how the meeting will be held, and state, in a clear and
simple way, the communication system to be used. iv) In the event of the appointment and/or resignation of
directors, the updated list must be published under "List of Officers" in the Financial Information Highway. v)
Within 10 business days of the Shareholders’ Meeting, companies must provide a detail of the individual
remuneration of directors, administrators, managers, statutory auditors, and members of the supervisory
committee. vi) Companies must keep a copy in digital format of the meeting minutes at their registered office
for a period of five years, which must be made available to the CNV and to any shareholder that may request
it. The minutes of the Shareholders’ Meetings must be transcribed to the legal book and signed, within 5
business days, by the President, the shareholders appointed to such effect, and a representative of the
oversight body. viii) The participants that attend the Shareholders’ Meeting remotely are exempt from signing
the Book of Deposit of Shares and Register of Attendance to Shareholders’ Meetings. The President and a
representative of the oversight body shall certify the remote participation of those shareholders. ix) The
oversight body is authorized to hold virtual meetings, if so provided for in the bylaws. In addition, the CNV
revoked the Interpretative Criterion No. 80, which had extended the effectiveness of CNV General Resolution
No. 830 until December 31, 2022.
NOTE 21 - IMPACT OF CORONAVIRUS
Given the magnitude of the spread of the virus called “Coronavirus” (COVID-19) at a global level, in Argentina,
the National Government implemented a series of measures during 2020 and 2021, among which the following
stand out: (i) the Mandatory and Preventive Social Isolation as from March 20, 2020, allowing the movement of
only those people involved in the provision/production of essential services and products, among them, the
provision of audiovisual, radio and print communication services; (ii) the Mandatory and Preventive Social
Distancing as from November 9, 2020, maintaining the declaration of audiovisual, radio and print
communication services as essential services; (iii) easing/restrictions in line with the slowdown/acceleration of
the community spread of the virus in each period. By the end of 2020, Argentina rolled out a national vaccination
campaign to reduce the severity of patients with COVID-19.
Since the beginning of the pandemic, the Company has conducted its operations under challenging
circumstances arising from the health situation. However, it has not suffered significant impacts on its operations
or those of its subsidiaries, as audiovisual, radio, and print communication services, which are the Group's main
businesses, were exempted from the Mandatory and Preventive Social Isolation.
During the first quarter of 2022, given the considerable decline of the infection levels, the Ministry of Health
issued Resolution No. 705 which waived the obligation to keep social distancing, establishing recommendations
for general care at work, educational and social environments and in public transport.
The Board of Directors is closely monitoring the evolution of the situation and taking the necessary measures
available to preserve the safety and health of the employees and the Company’s activities.
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GRUPO CLARÍN S.A.
NOTE 22 - APPROVAL OF FINANCIAL STATEMENTS
Grupo Clarín’s Board of Directors has approved the Consolidated Financial Statements and authorized their
issue for March 10, 2023.
These consolidated financial statements for the year ended December, 31 2022, and for the purposes of their
filing with the LSE, have been approved by Grupo Clarín’s Board of Directors on April 20, 2023.
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Independent auditor’s report
To the Shareholders, President and Directors of
Grupo Clarín S.A.
Opinion
We have audited the consolidated financial statements of Grupo Clarín S.A. (“the Company”) and its subsidiaries (“the
Group”) which comprise the consolidated statement of financial position as at December 31, 2022, and the
consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated
statement of cash flows for the year then ended, and the notes to the consolidated financial statements, including a
summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at December 31, 2022, and its consolidated financial performance and
its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards
(IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial
statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants
(including International Independence Standards) issued by the International Ethics Standards Board for Accountants
(IESBA Code) and the ethical requirements that are relevant to our audit of the consolidated financial statements in
Argentina. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of
the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Price Waterhouse & Co. S.R.L., Bouchard 557, piso 8°, C1106ABG - Ciudad de Buenos Aires
T: +(54.11) 4850.0000, F: +(54.11) 4850.1800, www.pwc.com/ar
Key audit matter
How our audit addressed the key audit matter
Recognition of advertising revenue
The Group has different sources of sales revenue as
detailed in Note 6.1. Advertising sales revenue is
recognized by applying the accounting policies
described in Note 2.9.
We considered the accuracy of advertising sales
revenue recognized as a key audit matter. The reason
for the foregoing is the different systems required for
the provision and pricing of these services, given their
nature, and the inclusion of manual activities into the
business process of this source of revenue, which
represents an inherent risk.
The audit procedures performed included the following,
among others:
•
•
•
•
•
•
•
Understanding the procedure performed by
Management to determine and recognize revenue
from advertising in each of the subsidiaries.
Evaluating the relevant information system and
the design and operational effectiveness of the
control over the capture and recording of revenue
transactions. To this end, our Information
Technology specialists have assisted us in the
audit of automated controls, including controls
over the interface between the various system
applications. We also performed tests on access
controls and change management controls for the
Group's billing systems.
Evaluating current manual controls in place over
the authorization of changes to rates, the
introduction of discounts, the effective provision of
the service, and the entry of that information into
the billing systems.
Performing tests, based on a sample of customer
invoices, on the accuracy of rates and discounts.
Performing tests on key reconciliations used by
Management to assess the completeness and
accuracy of revenue.
Performing tests on the documentation supporting
manual journal entries to revenue accounts to
identify unusual items.
Requesting confirmations based on a sample of
account receivables transactions.
Other information
The other information comprises the Annual Report. Board of Directors is responsible for the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not and will not
express any form of assurance conclusion thereon.
2
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed on the other information, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Board of Directors and Audit Committee for the consolidated financial
statements
Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with IFRS, and for such internal control as Board of Directors determines is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements, Board of Directors is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has
no realistic alternative but to do so.
Audit Committee is responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by Board of Directors.
• Conclude on the appropriateness of Board of Directors use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated
3
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the
direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the Company’s Audit Committee regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide to the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Autonomous City of Buenos Aires, April 20, 2023.
PRICE WATERHOUSE & CO. S.R.L.
Reinaldo Sergio Cravero
Partner
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