GRUPO CLARÍN S.A.
Annual Report and Consolidated Financial Statements
For the year ended December 31, 2023,
presented on a comparative basis
Free translation into English of the Financial Statements and Reports originally issued in Spanish.
INTEGRATED ANNUAL REPORT 2023
1
INDEX
1.
2.
3.
4.
5.
6.
7.
8.
9.
4.3.
3.1.
3.2.
3.3.
3.4.
4.1.
4.2.
MESSAGE FROM THE CHAIR.............................................................................................. 4
ABOUT THIS ANNUAL REPORT .......................................................................................... 6
ABOUT THE CONTEXT ......................................................................................................... 7
2023 MACROECONOMIC ENVIRONMENT ..................................................................... 7
OUTLOOK FOR NEXT YEAR ........................................................................................... 8
THE YEAR 2023 AND THE MEDIA SECTOR IN ARGENTINA AND THE WORLD ........ 8
REGULATORY FRAMEWORK IN 2023 .......................................................................... 10
THE COMPANY. ORIGIN, EVOLUTION AND PROFILE .................................................... 13
COMPANY PROFILE ...................................................................................................... 14
GRUPO CLARÍN AND ITS BUSINESS SEGMENTS IN 2023 ........................................ 14
4.2.1. PRINT AND DIGITAL PUBLICATIONS ....................................................................... 14
4.2.2. BROADCASTING AND PROGRAMMING .................................................................. 23
4.2.3. OTHER ........................................................................................................................ 27
AWARDS AND RECOGNITIONS .................................................................................... 28
FINANCIAL POSITION AND RESULTS OF ITS OPERATIONS ......................................... 30
CORPORATE GOVERNANCE, ORGANIZATION, AND INTERNAL CONTROL SYSTEM 31
SUSTAINABILITY ................................................................................................................ 34
SUSTAINABILITY STRATEGY ........................................................................................ 34
VALUE CREATION MODEL AND FRAMEWORK OF THE INTEGRATED REPORT ... 34
INDEPENDENCE, TRANSPARENCY, AND INTERNATIONAL GUIDELINES .............. 35
DIALOG AND ALLIANZES .............................................................................................. 36
RESPONSIBLE CREATION AND DISTRIBUTION OF CONTENT ..................................... 37
ETHICS AND EDITORIAL GUIDELINES ........................................................................ 37
EDITORIAL INNOVATION AND DIGITAL TRANSFORMATION .................................... 38
OUTSTANDING INVESTIGATIONS AND CONTENT .................................................... 39
INTERACTION WITH AUDIENCES AND READERS ..................................................... 40
SOCIAL COVERAGE ...................................................................................................... 41
PROMOTION OF DIVERSITY ......................................................................................... 43
CIVIC INVOLVEMENT AND PUBLIC DEBATE .............................................................. 44
ACCESSIBILITY AND PROTECTION OF VULNERABLE AUDIENCES ........................ 45
CUSTOMERS AND SUPPLIERS ........................................................................................ 47
CUSTOMER SERVICE AND SATISFACTION ................................................................ 47
VALUE CHAIN ................................................................................................................. 48
OUR PEOPLE ...................................................................................................................... 49
TEAM MANAGEMENT .................................................................................................... 50
7.1.
7.2.
7.3.
7.4.
8.1.
8.2.
8.3.
8.4.
8.5.
8.6.
8.7.
8.8.
9.1.
9.2.
10.
10.1.
2
11.
12.
13.
14.
15.
16.
10.2.
INTEGRITY PROGRAM .................................................................................................. 50
10.3. COMMUNICATION AND DIALOG................................................................................... 51
10.4. WORK-LIFE BALANCE AND BENEFITS ........................................................................ 52
10.5. PROFESSIONAL DEVELOPMENT ................................................................................. 52
10.6. HEALTH AND SAFETY ................................................................................................... 53
SOCIAL DEVELOPMENT .................................................................................................... 54
11.1. PRIVATE SOCIAL INVESTMENT STRATEGY ............................................................... 54
11.2. COMMUNITY ENGAGEMENT AND SOCIAL ADVERTISING ........................................ 54
THE ROLE OF THE MEDIA IN EDUCATION ................................................................. 54
11.3.
11.4. PROMOTION OF EDUCATION ....................................................................................... 55
11.5. PROMOTION OF CULTURE AND SOCIAL DEVELOPMENT ....................................... 56
11.6. ALLIANCES WITH CIVIL SOCIETY ORGANIZATIONS ................................................. 57
THE ENVIRONMENT ........................................................................................................... 59
12.1. CONTENT THAT PROMOTES ENVIRONMENTAL AWARENESS ............................... 59
12.2. ENVIRONMENTAL MANAGEMENT AND POLICY ........................................................ 59
12.3. MATERIALS ..................................................................................................................... 60
12.4. ENERGY AND EMISSIONS ............................................................................................ 61
12.5. WASTE ............................................................................................................................ 62
12.6. WATER AND EFFLUENTS ............................................................................................. 63
BUSINESS PROJECTIONS AND PLANNING .................................................................... 64
PROPOSAL OF THE BOARD OF DIRECTORS ................................................................. 65
EXHIBIT I - REPORT ON THE CODE OF CORPORATE GOVERNANCE OF GRUPO
CLARÍN S.A.......................................................................................................................... 66
EXHIBIT II – INTERNATIONAL GUIDELINES AND GRI CONTENT INDEX ...................... 78
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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. Following best practices in global transparency, this Integrated Annual Report was
prepared in accordance with the guidelines of the Integrated Reporting Framework and the GRI
Standards. Furthermore, it reports on the progress made in fulfilling the 10 Principles of the United
Nations Global Compact and the contribution to the Sustainable Development Goals.
In 2023, the performance of the Argentine economy was conditioned by the successive stages and
outcomes of the presidential elections, and the negative collateral effects stemming from a severe
drought. At the beginning of 2023, the economy showed a decline in the demand for pesos, scarce
voluntary sovereign financing, and a decimated reserve position at the Central Bank. As the months
passed, this situation worsened, deepening the economy's fragility. The direct negative impact caused
by the drought and the indirect impact due to the shortage of dollars ended up leading to a decline in
economic activity close to 1.5%. The triple-digit inflation regime consolidated, and the consumer price
index closed the year registering monthly increases of 25.5% and a year-on-year inflation rate of 211%
in December.
This complex macroeconomic environment had a considerable impact on the performance of the
GDP and the local media industry. Furthermore, the industry at a global level continued to operate in
a complex and dynamic context, with an increasing focus on mobility. Despite these challenges,
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. In line with the global trend, the Group continued to place a special
focus on expanding its digital content, which is a benchmark in journalistic quality and has high levels
of credibility and interaction.
From its role as a media company, the Group continued working to contribute to the country's
sustainable development and to satisfy citizens' right to information through a comprehensive
journalistic and entertainment offering based on 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. In an election year marked by a complex economic context, journalistic independence,
professional rigor, respect, and the pursuit of truth were fundamental values in promoting the
strengthening of Argentine democracy.
The long-term outlook for the industry is challenging but positive, demonstrating the flexibility and
adaptability of the ecosystem. Looking forward, Grupo Clarín aims to continue consolidating its
presence in the local and regional market, committing to innovation with high-quality content across
various multimedia and multiplatform formats.
4
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 and initiatives
that contribute to creating economic, social, and environmental value for the Group, its stakeholders,
and society as a whole.
Best regards,
Jorge C. Rendo
Chair of Grupo Clarín
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2. ABOUT THIS ANNUAL REPORT
We hereby submit for your consideration the Annual Report and Exhibit, the Separate Statement of
Financial Position, the Separate Statement of Comprehensive Income, the Separate Statement of
Changes in Shareholders' Equity and the Separate Statement of Cash Flows and Notes of Grupo
Clarín S.A. (hereinafter, “the Company” or “Grupo Clarín”) for fiscal year No. 25 ended December 31,
2023 and the Consolidated Financial Statements as of December 31, 2023.
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 third Integrated Annual 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 Annual Report
was prepared in accordance with the guidelines of "The International Framework" of the IFRS
Foundation.
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3. ABOUT THE CONTEXT
3.1. 2023 MACROECONOMIC ENVIRONMENT
The performance of the Argentine economy throughout the year 2023 was conditioned by various
significant events: The presidential elections, the successive stages and outcomes, the national
government's economic measures in that electoral context, and the negative collateral effects
resulting from a severe drought.
Since the beginning of 2023, the economy showed a decline in the demand for pesos, scarce
voluntary sovereign financing, and a decimated reserve position at the Central Bank. As the months
passed, this situation worsened, deepening the economy's fragility.
Throughout the year, the imbalance of public accounts and the monetary financing of the deficit
persisted. The sharp acceleration of inflation—with an annual rate close to 211%—along with the loss
of slightly over US$ 20,000 million in gross reserves (which brought the Central Bank's net foreign
currency position into negative territory) and alternative dollar exchange rate gaps above 150%, are
the clearest symptoms of the state of the economy.
The extension of the electoral process had adverse effects on the economic front. The Ministry of
Economy implemented a series of expansionary policies which led to a deterioration of public
accounts and exacerbated the surplus of pesos along with the scarcity of BCRA reserves. The
national fiscal deficit on a cash basis, including debt interest service, closed the year around 6.1% of
GDP, 45% higher than the 4.2% observed in 2022.
When analyzing 2023 in detail, two specific factors must be considered. The first, centered in the
second half of the year, was the prolonged electoral process that had to be extended to a runoff with
a final victory for the opposition. This postponed the necessary corrections. The second factor,
centered in the second quarter of the year, was the severe drought the country experienced and its
collateral effects on the external, exchange, and fiscal fronts of the economy.
On the external front, the value of exports showed a 25% decline over the year, amounting to
US$ 21,600 million. From a historical perspective, it is important to highlight that this decline, primarily
driven by an even greater drop in agricultural complex products, was the largest in the last 48 years.
This caused a collapse in the foreign currency supply in a year when private demand tends to grow
due to the uncertainty any electoral process entails. This led to a reserve management scheme aimed
at preventing the economic activity from collapsing.
Until the primary elections, the government chose to face exchange pressures with severe restrictions
on foreign currency demand. Later, the critical reserve position forced a correction in the exchange
rate by devaluing the peso. However, the postponement of a comprehensive economic program
meant that the devaluation was diluted by a new leap in the economy's nominality.
On the fiscal front, the effects of the drought on revenue collection were significant: Export duties
(withholdings) fell by 6% in nominal terms (almost 70% in real terms) over the year, reducing
revenues.
The direct negative impact caused by the drought and the indirect impact due to the shortage of
dollars ended up leading to a decline in economic activity close to 1.5%. Meanwhile, the three-digit
inflationary regime that the economy entered at the end of 2022 was consolidated. The consumer
price index closed 2023 with monthly increases of 25.5% and a year-on-year inflation rate of 211%
in December.
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3.2. OUTLOOK FOR NEXT YEAR
The new administration proposed, in its first days in office, a controlled shock economic program. Its
declared objective was to simultaneously tackle several issues, including the balance of public
accounts, the adjustment of relative prices (mainly official exchange rate parity and public utility rates),
and the balance sheet of the Central Bank. The latter involves both the rebuilding of the international
reserves stock and the reduction of the Central Bank's interest-bearing liabilities.
The strategy aimed to signal a change in the economic regime and concentrate necessary corrections
in the first months of the new administration.
Among the main challenges is the elimination of fiscal imbalance in the first year of government,
aiming to reduce to zero the issuance of pesos to finance the fiscal deficit. The National Government
aims to achieve a fiscal adjustment of 5.2 percentage points of GDP, equivalent to US$ 25,000 million.
If achieved, Argentina's public accounts would show a primary surplus of +2.0% of GDP.
For 2024, an improvement on the external front is expected due to a better harvest, which would
imply a recovery of exports by around 20% and would bring the trade balance back to a positive
territory of around US$ 20,000 million.
In terms of relative prices, the incoming administration moved forward with deregulating price controls
and implemented a significant adjustment to the nominal exchange rate parity of around 120%. The
government decided to preserve the existing dual exchange rate scheme, albeit with changes in the
margin of the tax rates. The slide of the wholesale exchange rate from $/US$ 350 to around 800,
equivalent to a peso devaluation of just over 50%, created a critical buffer for exchange rate
competitiveness considering the current high inflation rates.
As of the date of this Annual Report, the exchange rate gaps have been reduced. Additionally, the
Central Bank has embarked on a process of reserve replenishment through the purchase of foreign
currency totaling nearly US$ 8,000 million.
The series of costs associated with the proposed restructuring led to a revision of the projections for
2024. Inflation for the current year is expected to be at least as high as in 2023, with a significant
concentration in the first half of the year. Additionally, a further decline of about 3 percentage points
in real GDP is expected, concentrated in the first semester, though partly offset by the recovery of
the agro-export complex.
3.3. THE YEAR 2023 AND THE MEDIA SECTOR IN ARGENTINA AND THE WORLD
During 2023, 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
8
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 content is simultaneous, overlapped and through multiple windows.
In 2023, this trend deepened. The consumption of video through OTT platforms (such as Netflix,
Flow, Amazon Prime Video, HBO, Disney+, among others) has increased, 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.
It is evident that more and more users are selecting the content they consume prioritizing preferences,
quality, convenience, and truthful information. Therefore, the companies in this 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 content that best suits 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 content and the ads to mobile screens.
During 2023, the number of users willing to register and pay for the content and services they
consume more intensively continued to grow. 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 2023, 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.
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 2022, 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. 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.
9
Notwithstanding the foregoing, consumer habits are moving in the same direction as the rest of the
world, further enhanced by the new modality 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.
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 2023
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).
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.
The Enforcement Authority for Audiovisual Communication Services
The Enforcement Authority is the National Communications Agency (ENACOM, for its Spanish
acronym) pursuant to Decree No. 111/2024, which ordered the restructuring of the National Public
Administration's organizational composition, is currently under the purview of the Chief of the Cabinet
of Ministers.
Through Decree No. 89/2024, published in the Official Gazette on January 29, 2024, the National
Government ordered the intervention of the ENACOM for a period of 180 days. Pursuant to said
Decree, the powers established for the Enforcement Authority under Laws Nos. 26,522 and 27,078
are jointly assigned to the Intervenor and the Deputy Intervenors. The period during which the
Regulatory Authority will be subject to intervention may be renewed only once.
Multiple License Regime for Audiovisual Communication Services
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. Emergency Decree No. 267/2015 repealed Article 161, whereby licensees had to conform
to the multiple license regime and changed the limits established therein.
Through Decree No. 70/2023 published in the Official Gazette on December 21, 2023, the National
Government once again amended the multiple license regime, eliminating the limit of audiovisual
communication services set at the national level (15 broadcast television and radio services).
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Terms of Audiovisual Communication Services Licenses
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.
Digital Television.
In connection with digital television, all the subsidiaries that hold broadcast television licenses were
awarded a digital channel to render terrestrial digital television services. ARTEAR filed an
unconstitutionality claim requesting the revision of the legal regime applicable to the transition to
digital television. Although Decree No. 173/2019 postponed the analog switch-off until August 2021,
it prevented the execution of the necessary actions for the transition process, leading to various
regulations postponing the analog switch-off. All subsidiaries holding broadcast television licenses
were granted extensions, resulting in the postponement of the new switch-off dates to be complied
with during 2024, in accordance with the schedule established for each region.
Significant changes in the legal framework of ICT Services
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 and, in some cases, courts of first instance have issued rulings
declaring it unconstitutional. In fact, through Decree No. 89/2024, which orders the intervention of the
ENACOM, the National Government commissioned the preparation of a report to analyze the
consequences brought about by the issuance of Emergency Decree No. 690/20, as well as a proposal
for the resolution of the issue.
11
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 content 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 conducts 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, 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 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.
13
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 content 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 2023
For Grupo Clarín, as well as for many companies in Argentina, 2023 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 5.5%, from $ 229,165
million to $ 216,469 million in constant currency as of December 31, 2023. It should be noted that the
variation occurred mainly due to the impact of the restatement of 2022 revenues compared to 2023
and the decline in advertising revenues, especially during the last quarter of the year -due to the
acceleration of inflation, which could not be passed on to rates- and the fall in recorded activity given
the uncertainty. This decrease was partially offset by higher Circulation and Printing revenues in the
Print and Digital Publications Segment, mainly due to the increased revenues generated by the sale
of school textbooks in the first quarter of the year.
By the end of 2023, Grupo Clarín's consolidated gross financial indebtedness (including accrued
interest and fair value adjustments) stood at approximately $ 13,776 million, and the cash position at
year-end stood at $ 31,465 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 2023.
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.
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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 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.
Clarín
With a long-standing editorial and commercial leadership consolidated throughout its 78-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 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 content 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 is constantly updated through the efforts of an integrated
newsroom that operates 24 hours a day, 365 days a year, and features a wide variety of formats.
Among the highlights of Clarín's news coverage during 2023 are several special reports. With
correspondents sent to Israel, Clarín had first-hand accounts from conflict zones. For several weeks,
Marcelo Cantelmi reported on the progress of the hostilities.
Other special coverages included the Rugby World Cup in France and the Libertadores Cup final,
both events with Clarín journalists on the field.
To strengthen the relationship with its audiences and stakeholders, Clarín produced two event series
during 2023. It held the fifth 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. During the events held at the Museum of Latin American Art of Buenos Aires, under the
motto "40 years of democratic recovery, the pending agenda in an election year," DyD sought to
promote dialog and the search for consensus. National and provincial officials, governors, business
leaders from large and medium-sized companies, sectoral representatives, economists, and
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candidates, among others, participated. Each meeting was broadcast live on the homepage of
Clarin.com. On the other hand, all the presentations from the fourth edition were compiled and edited
into a book titled "Los motores para el crecimiento argentino" (The Engines for Argentine Growth.)
The second event, "The Coming World", was focused on the new agenda of society and businesses.
It was the third edition and consisted of a series of 10 conversations between analysts, executives,
researchers, leaders from the private and public sectors, as well as from the 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. In
December 2023, Clarín surpassed 700,000 digital subscriptions - a leader in the Spanish-speaking
world - with more than 5,000,000 registered users. During the WAN-IFRA World Congress held in
Taiwan, Clarín received the award for the "Best Digital Subscription Strategy," becoming the first Latin
American media to receive this international recognition. In 2023, it also received the distinction as
the news site with the Best Digital Subscription Strategy in Latin America at the "Digital Media America
2023" by WAN-IFRA.
Additionally, in 2023, Clarín launched Ualter, an artificial intelligence tool. It consists of a series of
automatic editing tools. This assistant generates condensed texts, reorganizes information, and
extracts data and numbers with the aim of providing a complementary alternative to the original text
of an article.
An agreement was executed with Hiberus to establish an Argentine technology company, and to
strengthen a software development hub for Europe and the United States, which at the same time
will provide services in the national and regional market. Hiberus Argentina aims to become a leading
technology consulting firm in the country.
In its print edition, Clarín's sales in 2023 exceeded its direct competitor by 23%, with weekend editions
close to 116 thousand copies. This places Clarín among the major Sunday newspapers of the world.
Clarín has a 50% share in the newspaper market in Capital Federal and the province of Buenos Aires,
and a 23% share at a national level.
Viva, the magazine which has come for free with the Sunday newspaper for 29 years, is noted for a
strong representation of Argentine people, through its articles and content 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
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system offers more than 700 brands and 5,000 affiliated stores throughout the country. Clarín 365
remained the leading benefits club during 2023. During 2023, 365 continued to focus on corporate
agreements and we signed agreements with companies and agencies that contributed new
subscribers.
"Since 2019, Clarín has had a Gender Editor to ensure a gender perspective in all areas of the
newspaper. This decision, which aligns with the growing demand from audiences seeking information
and stories adapted to modern times, reflects a trend being adopted by several leading newspapers
worldwide. Clarín was a pioneer among Argentine media in implementing 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 information, easy-
to-read texts, and the opinion of national and international prestigious columnists.
In 2023, the sports section regained its prominence due to the 2023 Rugby World Cup. It conducted
the special coverage of the most relevant international events of the year, such as the 2023
Libertadores 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 2023, the magazine celebrated its 20th anniversary with its readers through "Alfabeto del presente,"
a special edition featuring reflections and short essays by 42 artists and writers. Organized in the
manner of a dictionary, the pages presented a word or essential cardinal concept in interpreting our
times. The letters were uploaded to the portal daily until the content of the printed edition was
complete. Likewise, during the 2023 Festival Eñe held in Madrid, we held a special event: the
interview series titled 'Conversaciones al otro lado,' in commemoration of the magazine's two
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decades. To close the year of celebrations, in November, the magazine launched the collection "Los
tanguitos de Rivarola" composed of 6 detective novels written by Martín Caparrós.
Through Premio Clarín Novela, Magazine Ñ promotes the production and publishing of literary fiction
in Spanish language. In 2023, the magazine held the 26th 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 2023, Luciano Lamberti won the award for his
novel “Para hechizar a un cazador”.
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 2023, ARQ published special editions that
complement the main magazine: DNI, two annual publications focused on National and International
Design in all its forms, and MAS ARQ, which stands out with a selection of works from around the
world. This year's themes were: MAS Holiday Homes, MAS Minimal Housing, MAS Gastronomy and
Architecture, and MAS Casa FOA.
In April 2023, ARQ launched a special edition on 'La Casa del Arroyo' in Mar del Plata, restored this
year, which included a double cover and a cut-out. On the occasion of Architect's Day, in 2023 ARQ
edited a tribute book about the architect Rafael Viñoly showcasing his best projects and featuring
testimonies from those who knew him, including anecdotes and memories written in the first person
by colleagues, friends, partners, and disciples of this great powerhouse of projects. Its launch took
place in the context of the ARQ Excellence Ranking awards ceremony. Also during 2023, the contest
organized by the magazine since 2001 with the Central Society of Architects (SCA) took place to
award the ARQ Clarín & SCA National Prize. The aim of this contest is to encourage architecture
students from all universities in the country to compete for the best project, thereby establishing itself
as an aspirational foundation and a professional launch platform for future architects. The contest is
sponsored by brands related to the sector.
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 2023, 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 32,000 copies in its 2 editions of “Back to School”. The monthly edition of Jardín de Genios,
a magazine targeted at little children, maintained its leadership in the category children's magazine
with over 12,000 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.
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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.
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 soccer and other sports like tennis,
basketball, rugby, and motor racing.
2023 was a great year for Olé. The newspaper conducted exclusive interviews with elite personalities
like Lionel Messi, Angel Di María, and Pep Guardiola. It covered from the scene with special
correspondents the arrival of Lionel Messi to MLS and Inter Miami, Boca's final in the Libertadores
Cup in Rio de Janeiro, the FIFA Women's World Cup in Australia and New Zealand, and the Rugby
World Cup in France, among many other events. It consolidated and renewed its presence on Twitch,
a constantly growing platform, with 4 hours of live broadcasting daily. It reaffirmed its digital
regionalization strategy with the continuity and monetization of Olé Ecuador, a prelude to expanding
into new markets. The Olé Sports Summit Leaders was held, featuring a series of talks with national
and international figures (including prominent individuals such as Gianni Infantino, President of FIFA;
Claudio Tapia, President of AFA; Javier Tebas, President of LaLiga; and Martín Migoya, CEO of
Globant). Topics of interest such as big data, artificial intelligence, management, and digital
transformation were addressed during the two-day event at the Usina del Arte. The gathering became
the sports industry's event of the year, boasting 80 speakers and attracting over 4,000 attendees.
With a broad and robust value proposition, it surpassed 30,000 exclusive digital subscribers,
challenging the notion that one does not pay to consume sports content and transforming this
business into a significant source of revenue for the product. It was recognized by IAB Argentina at
the prestigious +Digital Awards for two social media advertising actions. And it launched half a dozen
optional graphic editorial products that were a sales success.
Olé continued as the leader in sports news in Argentina, reaching daily to all the country's
newsstands, as well as through its digital version. The newspaper's digital version achieved the
following highlights: Over 6 million users and 80 million page views 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 30
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 soccer-linked entertainment space. No doubt it is a success story due to its track-
record and popularity.
School Editorial Content
Tinta Fresca publishes textbooks, educational content, 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
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world-leading, high-impact digital education solutions, including learning systems, books, and digital
content.
The Digital Solutions portfolio of Tinta Fresca offers tools for hybrid learning with resources and
functionalities that facilitate both face-to-face and virtual teaching. In 2023, to enhance the digital
educational experience, Tinta Fresca developed the supplements "Más Actividades" and "Tinta Play”
and introduced a digital library of books and animated games in English. In terms of publications,
Tinta Fresca developed the Natural and Social Sciences series called "Ciencia en Línea."
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 2024 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 2023, 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.
Currently, it has 22 franchised locations, four of which were added in 2023.
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.
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 two of the
three largest regional newspapers in Argentina: La Voz del Interior (Córdoba) and Los Andes
(Mendoza).
The newspaper La Voz del Interior S.A. (LVI) leads the print and digital market in the central region
of the country. Its newspaper, La Voz del Interior, has a significant market share in the province of
Córdoba.
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In 2023, 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. The cross-functional work of various
areas had a significant impact on new subscriber acquisitions and customer loyalty, allowing the
company to close the year with 114,930 digital subscriptions. La Voz del Interior (LVI) continued with
its strategy of developing premium content, as well as managing exclusive courses, podcasts, and
newsletters for various segments. All this was accompanied by the renewed benefits in Club La Voz
and the sustained effort to generate corporate agreements.
The Content area developed an intense coverage of the provincial electoral schedule. The
deployment included all information platforms, especially the weekly political TV program Voz y Voto,
broadcast by Eldoce, as well as the organization of a debate among the main candidates for national
representation for Córdoba.
LVI also had special correspondents at the Rugby World Cup and the Pan American Games.
It should be noted that the newspaper launched La Voz app, with more than 5,000 downloads in the
first four months of activity.
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 2023, Los Andes focused on maintaining its leadership position both in its print and digital
versions. Los Andes Pass, the newspaper’s loyalty program, reached 17,500 subscribers in
December. The percentage of readers subscribed to this program represented 45% 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 2023, 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 March, 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.
In 2023, the second year of the 'Pillars for Regional Growth' cycle was developed, whose brand
gained recognition among leaders and opinion-makers (especially entrepreneurs and politicians.) The
continuity of the various panels helped to give regularity to the product, better position it, and increase
its commercial potential.
Additionally, the weekend journalistic offer of Los Andes was strengthened with the incorporation of
a special edition featuring the best articles from the Sunday edition of Clarín. Thus, the national
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content on politics, economy, international affairs, culture, and entertainment, among other
informational areas, was significantly enriched.
Los Andes continued its growth in the production of audiovisual pieces. Beyond the daily news
coverage and reports on current events, there were notable initiatives in the second half of the year,
such as the streaming show “Más vivo que nunca,” which, in a spontaneous format but with solid
editorial support, managed to enthuse a team of young journalists and give Los Andes a dynamic
image, adapting to the new times.
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 2023, 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 2023, 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 2023,
the audience reached 9 million unique users. In social media, it has 2.9 million followers on Facebook,
with 56.3 million interactions and 97 million video views, and 262 thousand followers on Instagram,
with 16.3 million interactions and 3 million video views.
In 2023, the company decided to discontinue Rumbos Magazine after 20 years.
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.
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 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.
In 2023, activity at the printing plant increased as it was selected through bidding processes to print
some of the ballots for the electoral process. Another highlight was the award by the Argentine
Ministry of Education for the printing of textbooks intended for primary and secondary levels, as well
as for the printing of educational tests known as "Pruebas Aprender."
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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 in 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 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 2023, 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.
Among the contents featured, the highlights were Telenoche, Socios del Espectáculos, Ahora Caigo,
and Los 8 Escalones.
During 2023, “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.
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 2023, 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. According to Kantar
Ibope Media, the cumulative average rating during the year - from Monday to Sunday from 7am to 12
am - was 2.49 points, slightly higher than the previous year's measurement.
The channel stood out once again for its coverage. TN covered elections throughout the year in more
than 20 provinces and the three instances of national elections: Primary elections, general elections,
and runoff elections. On all three occasions, it led the ratings throughout the electoral day and, during
the duplex with eltrece, it maintained leadership over the rest of the news signals and broadcast TV.
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TN also conducted the vice-presidential candidate debates twice. Audience peaks were close to 9
points, and the average was around 7 points. It also generated significant amplification on social
networks.
TN led in terms of audience the broadcast of the presidential debates, which were aired by all
channels. In the first debate, TN scored 6.1 points. During the second debate, it achieved 6.4, and
during the runoff debate, it hit 6.0, surpassing all news channels.
Internationally, TN had a notable coverage in Israel, following the attack by Hamas. A team led by
Nelson Castro traveled to the hottest zone of the war.
2023 closed with the broadcast of the presidential handover and the assumption of office of Javier
Milei, achieving significant rating differences at the most emblematic moments, such as the
President's speech on the steps of the National Congress. That day, TN was the most-watched
channel, even surpassing the broadcast channels.
On the other hand, TN's website remained among the leading news sites in Argentina. According to
Comscore data, TN's website ranked third among the most-visited news sites in the first four months
of the year before stabilizing in the top 5. Additionally, TN led the Comscore ranking in video
consumption throughout the year.
TN also became the first mainstream media in the country to use Generative Artificial Intelligence for
user registration: In October 2023, it launched CandidateaMe, a conversational experience where
users uploaded their selfie, answered questions, and obtained a photo that blended their features
with those of the presidential candidate they selected. TN also used artificial intelligence to automate
content: during election days, the editorial team published 3,700 automated articles with results by
location.
In 2023, TN relaunched its newsletter editorial offering. With a strategy focused on generating
exclusive content for newsletter subscribers, the offering featured Luciana Geuna, Ricardo Canaletti,
Guillermo Lobo, and Matías Antico.
Throughout 2023, TN remained the most important Spanish-language news community on social
media worldwide, reaching 5.1 million followers on Instagram and 4.2 million on TikTok, the two main
social networks of 2023.
In a year marked by a wide range of journalistic topics and a huge volume of political opinion, Todo
Noticias expanded
the signal:
Professionalism, a huge display of production, coverage, ongoing live broadcast, engagement with
the audience, and analysis.
leadership without modifying
the DNA
identifies
that
its
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.
24
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.
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
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 2023 continued with the operational
restructuring planned in previous years.
IESA
Inversora de Eventos S.A. continued to exploit the sports audiovisual content generation business
through its subsidiaries Tele Red Imagen S.A. (TRISA, 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.
During 2023, TRISA continued broadcasting sports events, such as the South American qualifiers,
the Pan American Games, and National B soccer matches. Meanwhile, Carburando maintained the
coverage and broadcast of the country's main automotive categories, including TC2000, TC 2000
series, and Top Race, among others.
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.
25
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 33 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. Starting in February 2024, Alfredo will leave the
daily cycle to host a weekly show on Sunday mornings, and his slot will be aligned with Diego Leuco's
program.
From 7 to 9 PM, Eleonora Cole and Tato Young hosted "Volviendo a Casa," providing all the
necessary information to return home well-informed. From 9 to 11 PM, Gonzalo Sánchez and Marcelo
Birmajer hosted "Pensándolo bien," closing the year with 25 rating points. At 11 PM, Gabriel Levinas
hosted "El Conde del Once," a cycle that offers captivating accounts and stories. At midnight, Gabriel
Anello hosted 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 1 PM, Jorge Fernández Díaz moved to Saturdays with his "Pensándolo bien"
alongside Miguel and Nicolás Wiñazky, a weekly program that invites reflection and analysis of the
week's most relevant events. 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 2023 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 5.30 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 30 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 22 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 19 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.
In 2023, Mitre 810, of the province of Córdoba, achieved leadership in its market with a share of 47
points, featuring a permanent staff in the city and its news service of its own, also 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 17 million unique browsers by the end of 2023.
26
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.
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 2023,
GC Gestión Compartida focused on meeting a set of goals concerning digital transformation,
accelerated growth, and the engagement of international customers.
Among the highlights of 2023, is Gestión Compartida's participation in HIBERUS S.A., a new
technological consulting company formed by GC Gestión Compartida, AGEA, and HIBERUS
ESPAÑA for the development of software, digital transformation, software for the media industry, SAP
consulting, IT, and Cloud services for the LATAM region. GC Gestión Compartida owns a 20% equity
interest in that company.
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 2023, the EXPOAGRO 2023 YPF Agro edition was held from March 7 to 10. More than 100,000
visitors attended the fair, business deals worth over US$ 1.2 million were closed, representatives
from 23 countries and 18 embassies were present, along with 8 international chambers of commerce,
and nearly 80,000 heads of livestock were auctioned.
In March, the company relaunched the website www.expoagro.com.ar with new technical, journalistic,
and commercial content, which is updated daily with original articles, interviews with key figures, and
videos. Additionally, this website also streams the events organized by Exponenciar.
Additionally, Exponenciar organized three livestock events in 2023. The first event was the Braford
World Championship. The second, the National Breeds Exhibition in June at the Rural Society of
Corrientes. Finally, in September, the 44th National Angus Spring Exhibition and the 23rd Angus Calf
Exhibition were held at the Rural Society of Olavarría.
On the other hand, Exponenciar also organized the 16th edition of Caminos y Sabores, held at La
Rural from July 6 to 9, which was resumed after the pandemic. On this occasion, there was a record
participation from 18 provinces, and more than 100,000 visitors enjoyed the offerings of 450
producers and the live demonstrations by 40 chefs who showcased the step-by-step preparation of
over 100 dishes.
27
4.3. AWARDS AND RECOGNITIONS
During 2023, Grupo Clarín and its media continued to be among the country's most award-winning
media in their respective categories. These awards include:
Clarín
⮚ Two Eikon Awards for excellence in institutional communication in the categories "Excellence in
Institutional Communication" and "Cultural Sponsoring."
⮚ An award for the Best Strategy for Digital Subscriptions in the world by the World Association of
Newspapers and News Publishers (WAN-IFRA).
⮚ Eight ADEPA awards for investigations and special reports in the categories of Human Rights,
Photography, General Information, Arts and Entertainment, Economy, Sports, Scientific Journalism,
and Multimedia Coverage.
Olé
⮚ +Digital Awards: Silver for the "MLS Argenta" campaign on Leo Messi's first season at Inter Miami;
Bronze for the "El sorteo menos esperado" campaign in the context of the FIFA Women's World Cup.
⮚ Lápiz de Bronce Award for "Volvé a ilusionarte," an advertising spot about the return of Argentine
soccer in the "Television" category.
La Voz del Interior
⮚ First ADEPA award in the Freedom of the Press category for Juan Manuel Morocoa, columnist and
contributor to La Voz, for Discursos del odio: libertad de expresión y democracia.
⮚ Gold Eikon for "Tenemos elección," in the General Awareness Campaign category, and Silver Eikon
with Paraíso Fernetista, in the Social Media Campaign category.
eltrece
Martín Fierro for the best field reporter, Gustavo Tubio, for his work in Arriba Argentinos.
Todo Noticias (TN)
⮚ TN received three ADEPA awards for reports on Ukraine, the environmental crisis, and inequity in
soccer.
⮚ TN was also honored with seven Telly Awards: five awards and two special diplomas for three
audiovisual productions.
⮚ Additionally, TN received six international distinctions at the 2023 W3 Awards.
⮚ The School of Medical Sciences of the University of Buenos Aires recognized TN's health cycle, "Con
Bienestar," for its contribution to improving and disseminating medical education.
⮚ The Argentine Journalism Forum (FOPEA) held the 2023 Investigative Journalism Awards; among
the productions nominated in six categories, an investigation by Agustina López and Gonzalo Bañez,
journalists from TN, received one of the main distinctions.
⮚ Two recognitions at the 2023 Iris América Awards, given by the Spanish Television Academy and the
Latin American News Alliance. The coverage of "Argentina campeón 2022" by TN and eltrece won
the first prize in the "Best last-minute coverage" category. Meanwhile, Daniel Malnatti's work "10 days
in a landfill" for Telenoche received the first diploma in the "Best story" category.
28
⮚ Eikon Awards in the Consumer Relations category for Academia TN, a scholarship program for
students from the interior of the country.
Radio Mitre
⮚ Luchemos por la vida Award 2023.
29
5. FINANCIAL POSITION AND RESULTS OF ITS OPERATIONS
During this year, the main changes in the Company's financial position and results of its operations
were the following:
Working capital (current assets minus current liabilities) at year-end increased by $ 1,280 million
compared to the previous year, from $ 2,448 million to $ 3,728 million. This increase is primarily
evidenced by the rise in Other current receivables by $ 1,078 million, a decrease in the Company's
cash (Cash and banks and certain current investments) by $ 925 million, and the reduction of trade
and other payables by $ 635 million and Other liabilities by $ 466 million.
The most significant changes in non-current assets and liabilities were: (i) Investments in companies
decreased by $9,322 million due to the equity in the net losses of subsidiaries totaling $12,200 million,
which were primarily generated in Arte Radiotelevisivo Argentino S.A. by $7,409 million (loss),
Inversora de Eventos S.A. by $2,940 million (loss), Radio Mitre S.A. by $1,987 million (loss), and Arte
Gráfico Editorial Argentino S.A. by $11,053 million (gain), and the increase generated by the equity
in other comprehensive income of the subsidiaries amounting to $1,848 million. Contributions were
also made to Inversora de Eventos S.A. for $ 487 million and Radio Mitre S.A. for $ 246 million, and
an equity interest in Diario Los Andes Hermanos Calle S.A. was acquired for $ 296 million; (ii)
Investment Properties decreased mainly due to the effect of amortization for the year; (iii) the increase
in Other Non-current investments and Other Non-current receivables from related parties is primarily
due to the increase in the exchange rate; (iv) the increase in Other non-current liabilities is linked to
the increase in the exchange rate and the debt for the purchase of an equity interest in Diario Los
Andes Hermanos Calle S.A., described in Note 17 to the separate financial statements.
The Statement of Income as of December 31, 2023 recorded a net loss of $ 10,547 million. This net
loss is mainly accounted for by the $ 12,200 million loss generated by the investments in controlled
companies, the $ 2,556 million gain generated by financial results, and the $ 1,353 million net loss
generated by administrative expenses net of management fees, and by other income and expense
amounting to a gain of $452 million.
Grupo Clarín S.A. is still controlled by GC Dominio S.A., which owns 64.2% of its voting rights.
Balances and transactions with related parties are detailed in Note 8 to the Separate Financial
Statements.
30
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 25,
2023, 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
Etchevers, Martín Gonzalo
Menzani, Alberto César José1
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
Beratz, Verónica Alejandra
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
31
annual report on these topics. The members of the Company's Audit Committee may be nominated
by any member of the Board of Directors and a majority of its members must meet the independence
requirement provided under CNV rules.
Supervisory Committee
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 25,
2023:
Rota, Alicia Emilia
Di Candia, Carlos Alberto Pedro
López, Hugo Ernesto
Tedín, Silvia Andrea
Mazzei, Miguel Angel
De la María Martinez de Hoz, Jorge J.J
Permanent Member
Permanent Member
Permanent Member
Alternate Member
Alternate Member
Alternate Member
Audit Committee
Menzani, Alberto César José
Riportella, Andrés Gabriela
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.
32
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 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 national and international level.
Annual Shareholders' Meeting
Grupo Clarín held its Annual Ordinary Shareholders' Meeting on April 25, 2023. On this occasion, the
shareholders reviewed and approved the accounting records for fiscal year No. 24 ended on
December 31, 2022 and the performance and compensation of the members of the Board of Directors
and 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 2023.
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 Integrated Annual Report.
33
7. SUSTAINABILITY
7.1. SUSTAINABILITY STRATEGY
To satisfy and consolidate the public's right to information, Grupo Clarín offers a complete journalistic
and entertainment portfolio whose pillars are: rigor, credibility, freedom of expression, and interaction
with the audience. Since its foundation, Grupo Clarín has worked responsibly to contribute to the
country's sustainable development and creates value from its role as a media company.
To positively impact society's development, the Group's strategy integrates sustainability into the daily
actions of all its business units and bases its management on the following axes: creation of
responsible content, sustainable management in all business units, transparent communication, and
promotion of diversity.
7.2. VALUE CREATION MODEL AND FRAMEWORK OF THE INTEGRATED REPORT
Below is an infographic reflecting the value creation model of Grupo Clarín. It was developed in
accordance with The International Framework of the IFRS Foundation.
The criteria of this framework for the preparation of integrated reports introduce a six capitals
approach in which the organization can create value in the short, medium, and long term: Financial,
Manufactured, Intellectual, Human, Social and Relationship, and Natural. In addition to presenting
the link and contribution to the United Nations Sustainable Development Goals (SDGs), it expresses
how, through assets and inputs, and managed activities and topics, the Group creates, preserves, or
erodes value for the audiences with which it is connected.
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
Management
of the most
relevant
topics to the
Revenues.
Costs.
Investments in
new
businesses.
Ethics and
transparency.
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.
Production and
distribution of
books.
Transmission of
broadcast
Brand credibility.
Editorial
Independence
Content quality.
Ethical
Standards and
Editorial
Guidelines.
Freedom of
Expression.
Innovation,
convergence,
and technology.
Role of the
gender editor.
Creation and
dissemination of
responsible
content
(journalism,
fiction, and
entertainment).
Professionals,
journalists, and
correspondents
.
Employer
brand.
Self-
management
platform.
Committees:
Diversity;
Wages and
contributions.
Benefits;
Hygiene and
Safety; Social
Observatory.
Diverse and
Inclusive
Content.
Generation of
Employment.
Sustainability
Strategy.
Fundación
Noble.
Private social
investment
strategy.
Suppliers.
Alliances with
civil society
organizations.
Readers and
audience.
Customer
benefit
programs.
Responsible
Advertising.
Interaction with
the Audience.
Contribution to
the Community.
Clarín’s
Environmental
Management
System.
Production
Inputs and
office supplies.
Water.
Fuels and
electrical
energy.
Energy
Efficiency.
Reduction of
Emissions.
Efficient Use of
Materials and
Resources and
34
business and
to
stakeholders
Journalistic
Independence
and Freedom
of Expression.
Reference:
Material
Topics under
the
Materiality
Assessment
television
channels and
radio.
Boost to digital
subscriptions.
Opening of new
branches,
offices, and
franchises.
Logistics
services.
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
2023 Results
and
performance
$ 216,468.5
million in net
revenues.
$ 17,296.7
million in
adjusted
EBITDA.
$ 13,775.5
million in total
financial debt.
+650,000 digital
subscriptions to
Clarín and
114,885 to La
Voz del Interior
newspaper.
31,347 hours of
entertainment.
2,581 hours of
fiction.
24,816 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.
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.
4,416
employees.
42,142 hours of
training.
45% of the
Corporate
Areas
employees are
women
Waste
Management.
Promotion of
Environmental
Care.
Paper recovery
and recycling
process.
Emissions of
16,012.21 tons
of CO2
equivalent
(scope 1 and
2).
2418.31
megaliters of
discharges.
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).
572,242
teachers trained
with the program
“Los Medios de
Comunicación
en la Educación”
delivered by
Fundación
Noble since the
launch of the
program.
3,205 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
Grupo Clarín undertakes responsibility for exercising and guaranteeing rights; in this sense,
journalistic independence allows it to promote the strengthening of Argentine democracy, ensure
freedom of expression, and secure the organization's sustainability.
To this end, the Group implements a series of measures to ensure unconditioned news reporting,
such as income diversity and the separation of administrative from editorial functions to operate
independently, thereby avoiding any conflict of interest in content creation. Additionally, it makes a
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clear distinction between advertising and editorial content in all its media outlets: Clarín has a section
called “Brand Studio” and TN has “Brand News Team.” In addition, commercial sponsors are tagged
on social media posts. On Twitter, TikTok, and YouTube, the hashtag #BrandNews is used. In this
way, readers can quickly identify if the content is part of a paid collaboration.
In stock market terms, Grupo Clarín has been listed on the Buenos Aires stock exchange for 14 years,
a fact that drives it to generate processes that allow for the transparent disclosure of economic, social,
environmental, corporate, and governance information. Every year, the Group presents its Annual
Report and Financial Statements, which include the Code of Corporate Governance required by the
Argentine Securities Commission (CNV), and since 2015, it has published an annual Sustainability
Report. To advance in terms of best practices related to accountability at a global level, since 2021
both documents have been published together and have since been referred to as the “Integrated
Annual Report”.
The international guidelines that allow the Group to systematize its economic, social, environmental,
and governance performance, and to transparently and accurately show its contribution to sustainable
development include:
a. The International Framework of the IFRS Foundation for the preparation of its Integrated
Annual Report.
b. The Standards of the Global Reporting Initiative (GRI).
c. Contribution to the fulfillment of the United Nations Sustainable Development Goals (SDGs).
d. Commitment to the United Nations Global Compact: It reports progress in meeting the 10
principles on human rights, labor rights, environment, and anti-corruption.
e. Adoption of the principles and guidelines of the ISO 26000:2010 Standard on Social
Responsibility.
In 2022, the Group reviewed the Materiality Assessment, considering market best practices and the
requirements of international guidelines, and developed an internal analysis to understand the main
impacts of the Company on the economy, the environment, and people. 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 Grupo Clarín and of the Argentine Securities
Commission (CNV). Exhibit I to this Integrated Annual Report includes the Report on Compliance with
the Code of Corporate Governance of Grupo Clarín S.A. 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 our stakeholders.
7.4. DIALOG AND ALLIANZES
To promote sustainable development and corporate transparency, Grupo Clarín participates in dialog
spaces and national and international initiatives. Highlights include: the Institute for Business
Development of Argentina (IDEA), Global Compact Argentina, Argentine Institute of Corporate Social
Responsibility (IARSE), Network of Companies for Diversity of Universidad Di Tella, Group of
Foundations and Companies (GDFE), Interactive Advertising Bureau (IAB) Argentina, and the
Argentine Advertising Council (CPA).
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8. RESPONSIBLE CREATION AND DISTRIBUTION OF CONTENT
8.1. ETHICS AND EDITORIAL GUIDELINES
The values that unite and guide the teams of Grupo Clarín in content creation and distribution are
based on impartiality, accuracy in the pursuit of truth, rigor, responsibility, fairness, respect, and
independence. Among the publications that support this imprint of the Group are: the journalistic style
manuals of Clarín, La Voz del Interior, and Radio Mitre; the web content practices manual of Clarín
and a guide for adapting the current style manual to writing in a youth-oriented language on social
networks of La Voz del Interior; the guide for journalistic work on social networks in Clarín and La Voz
del Interior; and the ten-point operation guide at Los Andes.
In addition, all the business units of the Group follow specific guidelines 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.
Both on screen and across each of our platforms, we aim to guarantee freedom of expression by
offering a multitude of perspectives and approaches so that audiences can have relevant and
pertinent elements to construct their own hypotheses and conclusions. We continue to propose and
seek new attractive formats that allow for a familiarization with elusive content —without impoverishing
the content—, even through humor.
Furthermore, the privacy and conditions of journalistic sources are respected. 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).
On the other hand, all content is protected under the National Intellectual Property Law to safeguard
intellectual property and copyright. Trademarks are registered, and credit is given to various sources
if their materials are used. In this context, we conduct a 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
to rectify the situation.
It should be noted that 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).
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
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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 2023, Grupo Clarín offered broad multi-platform coverage with innovative formats, expanding
the reach of digital audiences and training work teams in new tools.
It should be noted that the World Association of Newspapers and News Publishers (WAN-IFRA)
recognized Clarín as the news site with the "Best Digital Subscription Strategy in the world," within
the context of the World Media Congress held in Taipei, Taiwan. The jury highlighted Clarín as "one
of the true innovators in the world of digital subscription," with the highest number of subscribers
globally and the first media outlet in Argentina to develop this model in 2017.
As a novelty in innovation, in 2023, the company introduced the possibility to access, in all articles on
Clarin.com, a series of automatic editing tools made through Artificial Intelligence by the reading
assistant UalterAI. This assistant generates condensed texts, reorganizes information, and extracts
data and numbers with the aim of providing complementary alternatives to the original text of an
article.
On the other hand, the print edition of Clarín introduced a new design to provide a better reading
experience, with more and better journalistic content. Thus, readers have access to a newspaper that
is "cleaner" and features an exclusive design typography.
Additionally, during 2023, Clarín renewed its social media presence with the goal of reinforcing the
brand image on social platforms, rebuilding digital audience, deepening journalistic commitment, and
positioning the newspaper as one of the most competitive in attracting sponsors on platforms. A total
image redesign was conducted aligned with the new editorial proposal of the website, and the offer of
"exclusive content for subscribers" was emphasized to support the company's subscription strategy
and strengthen the message in digital communities.
In the Meta ecosystem, Clarín managed to position itself with 9.30 million followers as the second-
largest community compared to the competition, allowing it to address the constant algorithmic
changes that affect the platforms. It launched the WhatsApp channel, a direct way to present topics
and news to readers. It was among the first media in the country to launch this new platform, which
has more than 500,000 subscribers. In addition, it began to explore the audience on TikTok, merging
real-time coverage with its own content, surpassing 20 million "likes."
In 2023, La Voz del Interior achieved a 59% increase in digital subscriptions, driven by a strong boost
in corporate subscriptions. The commenting on its articles was enhanced through the Viafoura
system, with training for editors and writers to interact with and moderate comments. Additionally, a
new communication channel was incorporated: WhatsApp channels for La Voz, La Voz Negocios,
and La Voz store. It also launched a La Voz app, open to the general public and offering exclusive
proposals for subscribers. Moreover, the perspective of UX (user experience) was incorporated within
the audience Marketing area, with the aim of improving navigability, interaction, and usability of its
products.
TN implemented a wall to register users, thus offering them specific experiences and actions.
Additionally, several new editorial offerings of newsletters were launched, reaching a base of one
million users segmented by interests. One notable example is "TODAY," featuring the day's top news,
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which is sent to a base of 800,000 people (from Sunday to Thursday) and maintains an average open
rate of 20%.
In social media, TN consolidated its leadership by reaching 4 million followers on TikTok. Furthermore,
it made its debut on WhatsApp with new broadcast channels and was the first Argentine news outlet
to reach one million subscribers. Its ability to connect with a diverse audience and maintain its
commitment through new cutting-edge formats and content reflects its vision and innovative prowess.
In the region, TN's account was ranked within the Top 5 news media with the most followers in Latin
America.
In 2023, eltrece joined the process of content distribution and generation on social networks with AI
tools that optimized its performance. On Instagram and TikTok, they redefined their strategy to
achieve greater reach, and on Twitch, they launched a clipping and streaming strategy. Among the
new streaming products aimed at young audiences and with extensive user participation in their own
communities, the highlights include: Viernes Trece, Prueba Piloto, and special contents. On YouTube,
it reached 1 trillion views (annual cumulative) and more than 12.7 million subscribers.
On the other hand, eltrecetv.com sends 5 weekly newsletters to 137,000 users to promote all its
journalistic and exclusive content offerings. The introduction of the Arc publisher, a software platform
from The Washington Post, allowed for: streamlining processes and methodologies, committing to
innovation through design, rethinking content publication, and improving user experience; all aimed
at consolidating it as a competitive video platform. Additionally, the incorporation of Marfeel, as a
measurement tool, allows for a deeper analysis of metrics to optimize the performance of all content,
responding to the demands and recommendations suggested by the market.
In 2023, eldoce began the process of relaunching its portal alongside the product, design, and
development teams from ARTEAR, which also includes the transition to the ARC publisher.
Additionally, it added a new streaming channel (Cuarteteando Más) on the YouTube platform.
TyC Sports produces content with a multi-platform base and a fully integrated aesthetic and artistic
line. In 2023, it added functionalities to record user preferences based on the categories they browse.
Furthermore, it incorporated streaming via YouTube with alternative content to that offered in the
traditional programming during specific events like Argentina national soccer team matches, Inter
Miami, or Libertadores Cup.
Radio Mitre began broadcasting on YouTube almost 24 hours a day, thus responding to new market
demands. In addition, the contents generated on-air by the radio are disseminated on social media
platforms.
During 2023, La 100 strengthened its online subscription model, regularly sending content to
subscribers. Furthermore, the company relaunched the Cienradios app, where all content from the
Cienradios universe can be found, including Radio Mitre and Radio La 100. “La 100 Live” on Twitch
began an image renewal process and the space for short videos on platforms such as YouTube
Shorts, Instagram Reels, and TikTok was consolidated to generate an impact on subscriptions and
channel views.
8.3. OUTSTANDING INVESTIGATIONS AND CONTENT
Supported by the Reproductive Health, Rights, and Justice in the Americas initiative of the
International Women's Media Foundation (IWMF) during 2023, the report “Abortion, uterine cancer,
and discrimination: stories in a border hospital” published by Clarín was awarded by ADEPA. In this
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work, journalists Jazmín Bazán and Rocío Magnani addressed what access to sexual rights is like in
Tartagal, a city whose population is largely poor and from indigenous communities.
In the Sunday supplement Clarín Viva, exclusive details were revealed about the secret declarations
of agents from the Argentine Federal Intelligence Agency (SIDE, for its Spanish acronym) regarding
the day prosecutor Alberto Nisman was killed. Additionally, a special report was made about the new
Digital Services Act (DSA) in the European Union, which holds BigTech and other key players
accountable for the content published, and its potential impact on Argentina.
Furthermore, Clarín conducted an exhaustive coverage of the conflict between Israel and Hamas.
Following the terrorist attack by Hamas, Marcelo Cantelmi, the chief editor of the international section,
traveled to Tel Aviv, Jerusalem, and Sderot between October and November 2023 to report on the
events up close.
At the same time, "TN in Israel: once again, witnesses of terror" was led by Nelson Castro. With the
intention of being the Argentine eyes on the most important events in the world, the news area
organized a complex trip to the epicenter of the conflict. Upon his return, the report "What I Lived in
Ukraine: A Journey to the Heart of the War, by Nelson Castro" was broadcast, recounting firsthand
the days spent on the frontline. eldoce also participated in this coverage.
TN broadcast a special report called "Mission Antarctica: TN in the country's last corner," true to its
federal imprint. In 2023, it continued to travel across the country and chose Argentine Antarctica as
its first destination. In addition to the broadcasts on the TN and eltrece news programs, the coverage
included special productions on social networks to share with new audiences.
Two national fictions produced by eltrece were aired during prime time in broadcast television. It
premiered "Buenos chicos," a series by Pol-Ka, which shares the screen with the second season of
"Argentina, Land of Love and Vengeance" (ATAV). Thus, eltrece reaffirms its commitment to local
production, being also the only one to feature fiction in its programming.
In another vein, Olé conducted an exclusive interview to Lionel Messi at his home in Paris. In the first
hour of the interview on Olé's YouTube channel, it reached 100,000 views and in the various TikTok
snippets, more than 300,000.
8.4. INTERACTION WITH AUDIENCES AND READERS
Grupo Clarín continues to encourage various spaces for audience participation to promote freedom
of expression, respect for diversity, and pluralism. In this sense, it gives a voice to communities with
a firm commitment to the creation of local content.
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.
Grupo Clarín is present throughout the country through zonal verticals, regional sites, broadcast
television channels, and radio stations. Clarín reflects the local reality of 30 boroughs in its zonal
supplements. The Group owns two of the most important regional newspapers in the country: 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. In Córdoba, eldoce continued to
strengthen the news program “Todo Córdoba” with local content from the interior of the province. It is
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also present with Radio Mitre stations throughout the country: Mitre Córdoba, Mitre Mendoza, Mitre
Santa Fe, Mitre Rosario, Mitre Mar del Plata, and hundreds of repeaters in Argentina.
During 2023, Clarín enhanced and expanded its newsletter offerings with new launches: 7 Minutos;
1983: Primavera democrática; La intimidad del poder; Argentina elige 2023; Las elegidas de la
semana. Additionally, it shifted the focus of Cine y series; Buena vida y viajes, tu último destino; to
author newsletters with greater depth. It also developed new formats to tell and show stories related
to specific topics of interest to readers, such as “Una noche en la ópera”.
La Voz del Interior now features five new newsletters (reaching a total of 20) focused on specific
themes, promoting direct exchange between authors and their audience.
TN continues its commitment through new formats and avant-garde content reflecting its vision and
innovative prowess. The channel's account ranked within the Top 5 news media with the most
followers in Latin America.
To engage the audience, eltrecetv.com offers a registration form for viewers who want to participate
in the channel's TV programs, as well as a live voting system so they can participate in the program
by choosing their favorite contestants. In addition, user participation is encouraged with polls,
sweepstakes, video reactions, and more.
eldoce has various channels of dialog and tools designed to ensure the public and audiences play an
active role: comments on social media, web notes and their responses, videos and photos sent by
people through social media, WhatsApp numbers for the programs, and surveys or contests for each
program.
Listeners of Radio Mitre have various channels for dialog, such as comments on social media, on-air
interaction via telephone messages, institutional advertising campaigns, surveys, contests, raffles,
and face-to-face events when broadcasting live from public places (for example, the Book Fair).
Similarly, listeners of Radio La 100 have spaces to ask questions, share their stories, and participate
in charitable actions in programs like “Atardecer solidario” (Charitable Sunset) or “Historias
compartidas” (Shared Stories).
8.5. SOCIAL COVERAGE
In 2023, in a context of economic uncertainty, Grupo Clarín's media outlets conducted coverage
focused on the concerns of Argentines.
Clarín was the only media outlet to achieve interviews from the prison with the three main leaders of
cocaine trafficking in Rosario, protagonists of the war that has caused nearly 300 deaths this year
alone and 2,000 over a decade. "Why Does Rosario Bleed?", a documentary that seeks to show,
understand, and explain the most alarming phenomenon of criminal violence that Argentina has
experienced for ten years.
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 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.
Clarín continued with the quarterly CSR supplement covering social, environmental, economic
inclusion, and development issues.
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On the other hand, La Voz del Interior continues with the interview series "Héroes y heroínas" (Heroes
and Heroines), dedicated to portraying outstanding individuals from the community, with productions
of articles, photos, and videos. And starting in 2023, it began printing the monthly magazine “La
Luciérnaga” at its printing plant, which is produced by the foundation of the same name and then sold
by children in vulnerable situations, who benefit from the proceeds.
To highlight Argentine culture, TN.com.ar publishes news and covers topics in various programs,
networks, and platforms about national rock and launched an interview series focused on breaking
down prejudices with famous figures.
Social concerns revolved around high inflation and poverty. Beyond economic announcements, there
is always empathy with audiences through inspiring content like the “Resistiré” (I Will Resist) section,
where stories of Argentinians who do not give up and keep going despite everything are shared. With
“Misión Argentina” (Mission Argentina), a coverage by Paula Bernini and her team and as part of the
celebration of TN's 30 years, they traveled for 28 days from Ushuaia to La Quiaca, covered 11
provinces and 5,080 kilometers, highlighting the richness of Argentina. TN relaunched “Esta es mi
villa” (This is My Slum), the program in which Julio Bazán visits slums and settlements across the
country to discover stories of people who are overcoming poverty. .
Eldoce once again supported various organizations and took part in the “Medical Personnel
Recognition Campaign” alongside the Medical Council of the Province of Córdoba and “The 10
Outstanding Young People of the Year” organized by the Córdoba Stock Exchange.
TyC Sports, through the program "Jugando es Mejor" (Playing is Better), promoted the importance of
sports in the lives of children, adolescents, and women for their social inclusion. The main goal was
to collaborate in the prevention of social issues such as addictions, early pregnancies, domestic
violence, and obesity and overweight.
With the support of Fundación Noble, the Argentine Soccer Association, along with Red Solidaria,
joined efforts and took advantage of the friendly match of the Argentine National Soccer Team to bring
visibility to the images of 99 missing children. Their photos were projected on the stadium screens
and during the TyC Sports broadcast. Additionally, the media outlets of Grupo Clarín donated
advertising space to spread the campaign.
Radio Mitre continues to support victims in situations of crisis and emergencies. Beyond reporting
facts, it provides information on donation or aid points, disseminates prevention actions, and forms
alliances with social organizations involved in these contexts.
Radio La 100 features various spaces for social coverage. In the program "Atardecer solidario"
(Charitable Sunset), Sergio Lapegüe dedicates a segment to introducing those individuals,
organizations, foundations, or groups that work every day to assist those in need. Additionally, in
"Historias compartidas" (Shared Stories), he leads an audiovisual section where he shares life stories
and tales of sacrifice. In "Derecho en zapatillas" (Law in Sneakers), the renowned lawyer Sergio
Mohadeb offers tools to tackle legal issues, promoting a space for learning about the rights and
obligations of all citizens. And on “No está todo dicho” (Not Everything’s Been Said), Andy Freire, a
renowned entrepreneur with a strong commitment to innovation, participates in the program with
advice and updates about the world of entrepreneurship. The podcast “Sentirse bien” (Feeling Good),
hosted by Pedro Labattaglia, features activities and tips for a better quality of life, and in “Equilibrio
emocional” (Emotional Balance), psychologist Analía Tarasiewicz offers advice for the workplace.
Finally, in “Click en Coco” (Click in the Brain), Martín Daulerio provides recommendations for leading
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a more balanced and healthy life, and in “La nutrición no es sarasa” (Nutrition is Not Nonsense),
Nutritionist Romina Pereiro shares her advice and information for a healthier diet.
8.6. PROMOTION OF DIVERSITY
Grupo Clarín adheres to the Principles for Women's Empowerment and the "Media Compact, Let's
Take a Step for Equality," both from UN Women, to contribute to the eradication of inequalities
between men and women.
In 2019, Clarín became a pioneer in Latin America by appointing Mariana Iglesias as gender editor.
In 2023, it continued with its weekly newsletter for subscribers called “En nuestras palabras” (In Our
Own Words) about gender, injustices, inequalities, and progress, in addition to its columns and news
in the newspaper on this topic.
La Voz del Interior added a newsletter on gender and diversity topics produced by journalist Virginia
Digón. On the other hand, it continues with the directory of female sources, experts in various fields,
to achieve source parity in articles.
TN, with Paula García, introduced on Telenoche “Loros Parlantes” (Talking Parrots), a confidence
workshop that breaks down barriers and gives young people and adults with different abilities the
opportunity to express themselves and develop in a society that often closes doors.
Additionally, eldoce conducted a series of special interviews to commemorate Pride Month and in
defense of diversity and gender equality. It also prioritized the inclusion of women in work teams,
whether as columnists or producers.
TyC Sports broadcast and published content with a gender perspective that promotes inclusion and
diversity through the program "Jugando es Mejor" (Playing is Better). In terms of programming, it
included the female practice of professional sports in contracts and alliances for the broadcasting of
international sports competitions in: judo (world championships and grand slams), FIG gymnastics
(world championships), Argentina Open Tennis, ITF Tennis (Davis Cup and BJKC), IHF Handball
(world championships), IAAF Athletics (World Championships and Diamond League), National and
International Boxing, and Libertadores Cup.
In 2023, La 100 continued the podcast "Mujeres que inspiran" (Women Who Inspire) hosted by Julieta
Prandi, which features the life and work of women who have become agents of change and left an
indelible mark on society globally. This space aims to raise awareness about the role of women in
society to continue working towards a more inclusive world.
Additionally, special audiovisual projects were carried out to promote diversity, inclusion, and a
plurality of voices within Argentine society. Such is the case of the special on "Racism in our society";
what is fatphobia, body diversity, and the role of the clothing size law; and the audiovisual capsules
in collaboration with Fundación Huésped to raise awareness about HIV.
We always disseminate information in 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.
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8.7. CIVIC INVOLVEMENT AND PUBLIC DEBATE
Grupo Clarín always seeks to ensure that professional rigor feeds public debate, especially in an
election year. A serious debate is promoted, along with the widest range of perspectives on different
themes so that audiences can make their own analyses.
Elections
Clarín covered the elections with minute-by-minute updates on its website, social media, and
published behind-the-scenes videos of the events on its YouTube channel. In its print and online
editions, it published an exclusive interview with Santiago Abascal, the leader of Vox, who came to
the country to attend the inauguration. This had a strong impact on Spanish politics and the press.
The day after the PASO (Primary, Open, Simultaneous, and Mandatory elections), across all its
platforms, Clarín provided the most in-depth analysis of the results, from the new composition of
Congress, potential scenarios leading up to the runoff, economic effects, international repercussions,
a comparison with the PASO, and a map with the percentage of votes in each borough. Additionally,
Alejandro Borensztein's "political humor" column remained popular, and throughout 2023, it sought to
make political analysis of the campaigns and elections more accessible, achieving a record audience
on the website.
La Voz del Interior promoted and organized a debate among candidates vying for seats in the National
Congress, an event that was held in agreement with El Doce in the studios of this channel.
In November, a month marked by the presidential runoff, TN once again became the most-watched
cable channel in Argentine television, surpassing all its national and international competitors. In
addition to outstanding journalistic work, TN deployed significant technical resources to provide
comprehensive information and cover the minute-by-minute events of the runoff held on November
19. On the other hand, the vice-presidential candidates Victoria Villarruel and Agustín Rossi chose
the program "A dos voces” to debate their positions ahead of the electoral decision. On YouTube,
there were two simultaneous broadcasts of the debate, with peaks of 140,000 concurrent users
between both streams.
"Decisión 23," the joint broadcast by TN and eltrece, led the television election coverage with an
average rating of 12.8 points and peaks of 15.6 points. The coverage involved 35 journalists in the
studio, 14 at the candidates' headquarters, 20 reporters on the street, and 15 satellite trucks.
On December 10, Argentina celebrated 40 years of democracy with the inauguration of a new
president. With ceremonies at the Congress, the Metropolitan Cathedral, Casa Rosada, and Teatro
Colón, Argentinians could follow all the details through the Group's media outlets. From 7 am to 10
pm, TN was the most-watched channel on television.
During the presidential inauguration, TN carried out a special broadcast and coverage on the web and
social networks, where there were more than 100 million video views related to the coverage of Milei's
inauguration.
Radio Mitre carried out special broadcasts, such as covering the three presidential debates, and
hosted a program led by Tato Young with the participation of Eduardo Feinmann, Alfredo Leuco, and
Miguel Wiñazki. Additionally, on Friday, during the program “Alguien tiene que decirlo”, Eduardo
Feinmann exclusively interviewed the former president of Brazil, Jair Bolsonaro. And on the Sunday
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the PASO (primary elections) were held, it conducted a special broadcast throughout the day that
involved all of its hosts.
Radio La 100 created the tag “Elections 2023” within its site to easily find all related news. It covered
the presidential elections and, through the “Derecho en zapatillas” column, kept the public informed
about their general rights and obligations.
Democracy
Clarín organized the fifth edition of "Democracy and Development." The theme for 2023 was “40 years
of democracy: the pending agenda in an electoral year.” This series addresses the institutional,
economic, and social challenges of Argentina with a plural and long-term perspective. Like previous
editions, it was held in the auditorium of the Malba Museum with the participation of academics,
specialists, and politicians, coordinated by Clarín journalists. There were two meetings in which
representatives from the three most-voted political forces debated alongside representatives of the
business world, unions, the third sector, and academia on central issues for the future of Argentina:
its economic stability to regain growth, its international insertion, and the challenge of managing social
assistance and the creation of formal employment.
Additionally, two students from the Clarín Master's in Journalism, Malena Martos and Candela Toledo,
developed a joint classroom-newsroom project for the 40 years of democracy: “Children of
Democracy: stories of those born on the same day Alfonsín took office.”
Eldoce carried out "40 Years of Democracy," a series of special reports on the program Arriba
Córdoba to inform young people about the return of democracy.
La Voz del Interior, in partnership with En Vivo Producciones, opened an exhibition of journalistic
archives, artworks, and music to celebrate 40 years of democracy. It also produced "40 Years of
Democracy" featuring articles, a podcast about "40 Years of Festivals," and content from students of
the University College of Journalism.
For the third consecutive year, Clarín organized the "The World Ahead" lecture series, in which 10
debates were held to understand the keys to the future. Analysts, executives, researchers,
representatives from both the private and public sectors, as well as from the social sector, discussed
trends shaping our country: Companies reinventing themselves in the face of new scenarios;
Producing sustainably; Digital agriculture: the future is now; The best company to work for; More
competitive gas and oil; How healthcare is financed; Mining, an opportunity for Argentina; Research
and technology; What to do with my money; Renewable energy is growing strongly.
8.8. ACCESSIBILITY AND PROTECTION OF VULNERABLE AUDIENCES
Grupo Clarín applies strict content controls to ensure children and adolescents access age-
appropriate content and offers the public various tools to make its content offering accessible.
All the Group's media outlets avoid close-ups of children and adolescents in risky situations. Their
images are distorted in cases where they are involved in criminal cases, and to protect them, the
publication of the identity of relatives and other identifying information is avoided.
All the subsidiaries of Grupo Clarín comply with the law for the protection of minors and vulnerable
audiences. This entails: a child protection separator at 10 p.m., INCAA (National Institute of Cinema
and Audiovisual Arts) plaques indicating the suitable age for contents, warnings when the content is
45
not suitable for children or adolescents, warnings about potentially inappropriate, offensive, sensitive,
or harmful content, and clarification on the differentiation between facts and fiction when relevant. The
audience is forewarned about the type of content to be aired with notices in the form of banners or
videographs indicating that they contain 'sensitive content.' Radio Mitre also warns the public about
potentially inappropriate, offensive, sensitive, or harmful content, both on the radio and in digital
content.
To ensure everyone has access to content, eltrece employs simultaneous subtitling (closed
captioning) in live programs to allow individuals with deafness, hearing loss, or auditory difficulties to
be part of the audience. Additionally, it offers audio description for blind or visually impaired
individuals, and interpretation. Children's and general interest programs on eltrece also have sign
language interpretation.
Radio Mitre includes subtitling in many audiovisual contents available on the web and social media,
to make them accessible. The feature "text to speech", which consists of a robot reading the news out
loud, is available on the websites of Radio La 100. La Voz del Interior uses Audima, a service that
facilitates access for blind individuals to its digital content in audible format. During 2023, 358,881
articles were listened to, 291,187 on mobile devices and 66,697 on desktop computers.
46
9. CUSTOMERS AND SUPPLIERS
In 2023, Grupo Clarín continued to survey, listen to, and manage the opinions of audiences,
customers, and suppliers through various channels with the goal of maintaining a close relationship.
At all times, it prioritized the security and protection of data to ensure its confidentiality and integrity.
9.1. CUSTOMER SERVICE AND SATISFACTION
Through various tools, constant work is done on the continuous improvement of customer service.
These include business contacts, email, WhatsApp messages, and phone calls. Additionally, the
website offers forms for customers to share their opinions. All these channels are centralized in Grupo
Clarín's customer service center and managed through CRM (Customer Relationship Management)
- a set of practices, business strategies, and technologies focused on customer relations.
A new tool implemented and used during 2023 was HubSpot, a platform with all the integrations and
resources needed to connect with marketing, sales, content management, and customer service
teams. Training sessions were conducted on networking, dynamic meetings, emotional management
guidance, motivation, and customer-centric culture, among others.
With a focus on continuing to provide quality products and services, the Spanish technology company
“Hiberus” and Grupo Clarín, through its companies AGEA and Gestión Compartida, joined forces to
create a new company: Hiberus Argentina. This alliance aims to maximize the experience and
resources of each partner to drive innovation and growth in the Latin American technology market.
Throughout the year, the Company carried out the program Espacio Conexión to continue enhancing
commercial relationships through various activities. In this way, it sought to promote an environment
conducive to business development, professional training, and networking, bringing together the most
important companies in the region. The magazine Espacio Conexión was launched, a platform
created to share the latest news and trends in Technology, Management, Human Resources, and
Economics for today's businesses. It helps to better understand the complexities of technology and
offers content related to business management, effective leadership, and human resources
development, providing ideas and strategies that can be implemented in organizations.
As part of its loyalty program, during 2023, Clarín added benefits from the leading brands in the
categories most valued by its members, such as fuel, tourism, ice cream shops, and gastronomy.
Additionally, "Alerta 365" actions were carried out, through which exclusive market benefits of up to
50% were offered every week, adding to the special actions on each significant date of the year.
Currently, the 365 Program has more than 700 brands and 8,000 affiliated stores across the country
in all market segments.
In 2023, the customer service satisfaction rate for La Voz del Interior was 96%, with a response rate
of 68%, and a resolution rate of 91%. In June, the satisfaction survey and NPS (Net Promoter Score,
an indicator that measures customer satisfaction) were implemented through the WhatsApp channel,
achieving a satisfaction rate of 74%, a resolution rate of 76%, and an NPS of 58%. Additionally, the
flow of communication with subscribers was optimized by incorporating WhatsApp messages to
advise, improve the browsing experience, and prevent cancellations. Automatic processes for
payment improvement, new subscriptions, and retention were implemented, allowing for an enhanced
user experience and profitability, thus avoiding customer loss.
47
Club La Voz is the most significant benefits program in Córdoba, offering readers discounts of up to
50% at over 1,000 sales points, with all payment methods available. Each subscriber has access to
many categories, including gastronomy, clothing, travel, cinemas, supermarkets, home goods, fuel,
and automotive. There are more than 100,000 affiliated stores in the program. Additionally, members
have access to exclusive experiences, such as theater plays, raffles, courses, and many more
benefits.
On the other hand, throughout the year, the companies of Grupo Clarín carried out actions 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). All the services provided by Gestión Compartida comply with the international ISO 27001
information security standard. Continuous improvements are made, such as the migration to the S4
cloud system in 2023, hosted on SAP.
9.2. VALUE CHAIN
The Group promotes sustainable management throughout its value chain. In this sense, 100% of
active suppliers signed, in 2023 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.
Commitment to Sustainability
Number of Suppliers that Signed the Letter of Commitment to
Sustainability
% of Active Suppliers that Signed the Letter of Commitment to
Sustainability
Total number of active suppliers
2022
2023
2,867
3,205
100%
100%
2,867
3,205
To maintain a close relationship with suppliers, the available tools for listening to their complaints and
concerns include telephone contact, email, and the portal Mi Gestión. During 2023, a total of 220 calls
were answered monthly, with an average resolution rate of 95%.
Supplier Support
Number of calls per month
Number of cases created
Average % of resolution rates
2022
2023
276
784
92%
220
603
95%
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10. OUR PEOPLE
Since 1945, Grupo Clarín has played a significant role in the economic and social development of
Argentina, through a team of 4,416 employees.
Employees by Age
Up to 30
Between 31 and 50
Over 51 years old
Total
2022
794
2,523
1,237
4,554
2023
784
2,393
1,239
4,416
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida - LVI - Los
Andes - Radio Mitre - TyC Sports - Grupo Clarín.
Employees by
Type of
Employment
Part-time (1)
Full-time (2)
Total
2022
2023
Women
Men
Total Women
Men
Total
73
126
199
1,352
3,003
4,355
1,425
3,129 4,554
97
1,330
1,428
133
2,856
2,989
230
4,186
4,416
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida - LVI - Los
Andes - Radio Mitre - TyC Sports - Grupo Clarín.
1.
2.
A certain number of hours less than two thirds (2/3) of the regular working day.
An 8-hour working day or a maximum of 48 hours per week.
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
Jujuy
Chubut
Misiones
2022
2023
3,978
357
133
39
1
1
13
5
5
14
2
1
1
4
3,873
348
137
31
0
0
13
5
3
3
1
1
0
1
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida - LVI - Los
Andes - Radio Mitre - TyC Sports - Grupo Clarín.
49
● Employee Turnover Ratio 21.26%
● Rate of new hires 17,80 %
● 26% of employees perform journalistic functions
10.1.
TEAM MANAGEMENT
Among the initiatives to strengthen the team management of all the Group's units, the following stand
out:
Success Factors Platform (SSFF)
Grupo Clarín continues to manage its human resources through the Success Factors Platform, with
all its modules updated semi-annually to provide the best service to employees. It launched the
Intelligent Talent Hub, an update that the system offers to enhance the profiles of each employee,
and it was integrated into the Teams network.
Employer Brand
While the employer brand project is under review, as part of the onboarding process, the Group
assigned 54 licenses to access the platform that manages the entry of employees. New employees
can thus consult relevant content linked to the history, values, principles, and constitution of the Group.
Clarín carried out initiatives related to job fairs alongside various universities, with the aim of promoting
the employer brand. It also participated in the Nerdearla event, the largest science and technology
conference in Latin America organized by the Sysarmy community, focusing on technological profiles.
Gestión Compartida redesigned the aesthetic on social networks such as Instagram and LinkedIn, to
strengthen organizational quality and talent attraction.
Radio Mitre continues with in-person inductions for new hires. This activity includes a general
presentation of the radio's structure and its products, a tour of the facilities, and the delivery of a
welcome kit.
10.2.
INTEGRITY PROGRAM
Grupo Clarín promotes diversity both in its work teams and in content generation. Therefore, no form
of discrimination related to gender, disability, age, ideology, culture, physical appearance, health,
sexual orientation and gender identity, religion, socioeconomic vulnerability, family situation, or marital
status is accepted.
The Group monitors pay equity, and corporate areas maintain the same salary scales for positions
without distinction of gender, sexual orientation, race, age, and religion. This point is a fundamental
pillar pursued in all the Group's business units.
45% of the Corporate Areas' workforce are women.
50
Employees by Gender
Women
Men
Total
2022
1,425
3,129
4,554
2023
1,427
2,989
4,416
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida - LVI- Los
Andes - Radio Mitre - TyC Sports - Grupo Clarín.
It should be noted that 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. Additionally, it is a member of the diversity commissions of the
Argentine Advertising Council (CPA), IDEA, and IAB Argentina.
The Group has additional policies that provide for leaves beyond legal requirements for all corporate
area employees, including extended maternity leave, part-time or 4-hour workdays for up to 6 months
after the baby's birth, and extended paternity leave for 15 consecutive days. It is also worth mentioning
that Clarín has a lactation room specially recognized for its level of excellence by the Government of
the City of Buenos Aires.
Furthermore, throughout the year, the Group continued to internally disseminate the Workplace
Violence Protocol across all business units. Additionally, all Human Resources teams were trained in
four sessions that covered various topics such as workplace violence, gender violence, sexual
diversity, and diversity and inclusion. Clarín continued to promote awareness of inclusion among its
leaders.
Through various internal communication channels, throughout the year, Clarín, La Voz del Interior,
eldoce, TyC Sports, and Gestión Compartida disseminated the Workplace Violence Protocol; and
developed activities and training to sensitize their teams on the subject. Radio Mitre also conducted
training in diversity and gender along with the Association Mujeres como Vos.
Moreover, as part of Grupo Clarín's commitment to labor inclusion, throughout the year, Clarín, La
Voz del Interior, Los Andes, and Radio Mitre continued with internship programs that promote youth
employment.
10.3.
COMMUNICATION AND DIALOG
To promote communication and dialog with the internal audience, we hold team meetings and talks
with leaders. We also establish systematic communication through various channels such as
newsletters, mailing systems, digital bulletin boards, and the internal social network Teams, which
continues to grow.
During 2023, Grupo Clarín implemented BOT HR, a chatbot for the corporate areas that automatically
responds to inquiries related to Human Resources and Institutional matters.
In 2023, the Internal Opinion Survey (IOS) was conducted across all business units with a 77%
participation rate and a 70% satisfaction level to gather employee opinions and implement
improvement actions.
To promote a positive work environment within its teams, Grupo Clarín and several of its business
units celebrated special dates such as Easter, Friend's Day, Spring Day, Secretary's Day, winter
51
vacations, Children's Day, Christmas, and New Year's Eve. Additionally, TyC Sports launched the
Benefits Portal.
10.4.
WORK-LIFE BALANCE AND BENEFITS
To foster and promote the well-being of employees and their families, the benefits provided in 2023
included:
● Flexibility: Flexible work arrangements, telecommuting, Flex Friday, birthday leave, 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 before and up to one year after maternity leave.
● Family: Reimbursement of daycare fees, school kits, virtual events with employees' children, family
benefits (including healthcare and fitness center access), lactation rooms in our offices, extended
parental leave beyond legal requirements, gradual return-to-work programs after parental leave,
adoption leave, special leave for parents of premature children, wedding policy, an additional half-
hour for lactating mothers beyond the legally mandated period, and extra days of sick leave to care
for sick dependents.
● Health and Care: medical check-up campaigns, flu vaccinations for staff and direct family members,
annual medical check-ups, discounts at pharmacies, discounts in fitness centers or gym in the
corporate building (Gestión Compartida), vouchers for cleaning and personal hygiene products, CPR
talks, transportation service (shuttle vans), and various awareness and prevention activities.
● Other Value Propositions: The Clarín 365 card, English classes, preferential prices for internet, mobile
phone, and cable TV services, lunch, snack vending machines, discounts on products and services,
a policy for recognizing values, financial assistance, agreements with universities, long-term savings
plans for executives, necessary equipment for remote work (including technological equipment,
ergonomic chairs, and general advice), events for remote teams, and special bonuses for
performance, tenure, or productivity.
In 2023, 31 women and 24 men took the parental leave, of which 85% and 100% returned to work at
the end of the leave, respectively. The retention rate was of 83% in women and 100% in men.
10.5.
PROFESSIONAL DEVELOPMENT
9.54 hours of training on average per employee
42,142 hours of training7
The training and development of the Company's teams are conducted through a Management by
Objectives System (MBO). Throughout the year, Clarín as well as La Voz del Interior, Los Andes, and
Pol-Ka achieved the goal of continuing to incorporate employees into this process.
In terms of training, Grupo Clarín carried out a skills development program and Clarín launched a
training plan based on the identified needs. La Voz del Interior moved forward with an annual training
plan focusing on digitalization. Los Andes focused on digital skills and the consumption habits of the
audience; eldoce focused on innovative leadership, languages, emotional health, and diversity and
gender, among others. Radio Mitre focused on training in new technologies and digitalization, and
TYC Sport launched a comprehensive training program.
52
Regarding internal job postings for Grupo Clarín and several of its business units, internal mobility,
leadership, and the development of skills and competencies are promoted. Additionally, the
Leadership Model remains in place. TyC Sports delivered Mentoring and Management Training
programs and Radio Mitre gave coaching lessons to area heads to improve their leadership skills.
10.6.
HEALTH AND SAFETY
Grupo Clarín continued to care for the health and safety of its team through various actions carried
out across its business units. In terms of employee well-being, Grupo Clarín once again conducted
the annual medical check-up and offered free flu vaccination. In 2023, the Company delivered CPR
course sessions and various meetings on prevention and workplace emotional health. The Group
continued offering the benefit of the health insurance company OSDE with an additional 20%
reimbursement for medications.
Throughout the year, 12 meetings—one per month—were held with the business units participating
in the internal Safety and Hygiene Committee, a space to foster debate on the topic.
Among the initiatives of the different business units for the care of health and safety of employees,
the following stand out:
● Comprehensive annual check-up.
● Medical and psychiatric services.
● Light menu option in the cafeteria.
● Gym benefits.
● Box of fruits, meals, and healthy snacks.
● Drawing for tickets to the Buenos Aires Marathon.
● 100% free pass to fitness centers for employees and discounts for family members.
● Provision of PPE (personal protective equipment).
● Care and prevention protocols.
● Training in risk prevention, CPR, prevention, and emotional health.
● Electrical risk control and optimization of circulation and escape routes.
● Fire protection.
● Evacuation drills according to Law 15,920 and training for the Fire Brigade.
● Continuous maintenance of the renewed air filtering system.
● Bicycle racks.
● Blood donation campaign.
53
11. SOCIAL DEVELOPMENT
11.1.
PRIVATE SOCIAL INVESTMENT STRATEGY
Grupo Clarín’s social investment strategy is based on donating advertising space, media literacy,
education, culture, and local development.
11.2.
COMMUNITY ENGAGEMENT AND SOCIAL ADVERTISING
The business units of the Group prioritize high-impact initiatives for local communities. To this end,
Grupo Clarín allocates resources, time, and advertising space for the dissemination of social, civic,
and environmental projects led by various civil society organizations.
Donation of Advertising Spaces (in Pesos)
2023
Donation in television or radio (1)
Donation of Advertising in Print Media (2)
Donation of advertising in digital media (3)
Total Amount of Pesos Donated
1,082,117,644.5
179,990,157
5,802,033.42
1,267,909,834.92
(1) Business units surveyed: ARTEAR Canal 13; Canal 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.
11.3.
THE ROLE OF THE MEDIA IN EDUCATION
Throughout its history, Fundación Noble has renewed and strengthened its foundational commitment
by implementing programs and actions focused on the current challenges of education in our country,
raising awareness on health issues, culture development, and community engagement. Furthermore,
it encourages the critical and creative reading of media content, while establishing a solid foundation
in teacher training related to the use of media and digital technologies.
In this context, through the "Media in Education" program in 2023, more than 3,600 teachers and
students from teaching colleges at all educational levels across the country enrolled in 24 virtual
courses, 3 webinars, and 4 synchronous workshops to strengthen their digital and media literacy skills.
The virtual courses are free three-week training programs offered on the Foundation's virtual campus,
where exchanges, tools, and ongoing tutoring are provided. 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
572,242 teachers have participated.
On the other hand, the fourth season of the podcast "Media in Education" was launched, a proposal
aiming to open a dialog with the educational community to address the potential of the various
languages and technologies available that allow teaching and learning in hybrid contexts. This season
focused on the integration of technologies in schools and classrooms.
Another action developed was the ninth edition of the "#sosVOSenlared2023 Youth Contest," an
initiative specially designed for students aged 13 to 18 from both public and private schools across
the country, aiming to encourage critical thinking about how they construct their identity on social
networks. The promotion on Instagram was accompanied by synchronous workshops to deeply work
54
on the didactic potential of the contest and the techniques for producing images and videos. A total of
280 productions were submitted, and the winners received technology for themselves and their
schools, in addition to bibliographic collections published by Clarín.
11.4.
PROMOTION OF EDUCATION
The "Teachers Who Inspire Award," an initiative by Clarín, Zurich, and Fundación Noble, closed its
third edition with a special program focused on the stories and educational projects of the six finalist
teachers. They were chosen from 2,000 applications from all 24 districts of the country. The names
of the winners and the "Inspiring Teacher of the Year" distinction were announced on TN's screen and
they received $5,000,000 in prizes.
Moreover, Fundación Noble continued to sponsor the following schools: School No. 11 "Dr. R. Noble"
in Villa Ballester, CENS No. 457 "Dr. R. Noble" in Avellaneda, Technical 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,
10 plaques were awarded to the best students, along with 75 diplomas, 65 medals, and books for all
the graduates. In addition, support was provided with bibliographic material for the garden project of
CENS 457 in Avellaneda.
In September, during education month, in partnership with Educar2050, the challenges facing
education in Argentina were brought to light. In this vein, a special section was developed in the
newspaper Clarín, where various representatives of the most voted presidential candidates and some
specialists analyzed the educational crisis and proposed measures for educational improvement.
Guided by the certainty that education is the path leading to transformation, Los Andes continued
awarding the "Adolfo Calle Scholarship," a financial aid for the top graduate from primary schools in
Mendoza, and the "Elvira Calle Excellence Scholarship" at the Universidad Maza to promote higher
education studies.
With the goal of encouraging non-violence in sports, TyC Sports carried out the "Playing is Better"
project in the provinces of Entre Ríos, Misiones, Mendoza, Tucumán, and soon in Bariloche. More
than 1,100 children and women were supported and included through soccer and volleyball
tournaments. Volleyball training sessions were also held in Tucumán and Misiones.
Various business units of the Group offer schools guided visits to show them the process of
production, circulation, and printing of the newspaper in paper format; and at the same time, how work
is done in online newspapers. In this regard, Clarín welcomed 7,152 students from more than 160
institutions in 2023; La Voz del Interior received 200 students in 40 visits; Los Andes received 900
people from various institutions, and eldoce received 400 students.
Additionally, Clarín, in partnership with FOPEA, carried out a program for four aspiring journalist
students born in vulnerable contexts, allowing them to undertake a 4-day professional practice
alongside a journalist/editor who guided them in creating a piece with the potential to be published.
Moreover, throughout 2023, 4 internships and 10 professional practices were conducted through
agreements with various academic institutions.
Finally, over 1,600 books and over 2,400 magazines were donated to 20 institutions for children and
young people in schools, libraries, hospitals, and NGOs throughout the country.
55
11.5.
PROMOTION OF CULTURE AND SOCIAL DEVELOPMENT
With the aim of recognizing and highlighting works in Spanish by authors from Ibero-America, Clarín
held the 26th edition of the "Clarín Novel Award." After a rigorous selection process, the Jury of Honor
choses the winner. On this occasion, Luciano Lamberti won with his novel "Para hechizar a un
cazador," receiving a prize of $2,000,000 and publication under the Clarín-Alfaguara label.
In 2023, Grupo Clarín was once again the main sponsor of the 47th Buenos Aires Book Fair, offering
extensive multimedia coverage of the event and its own schedule of cultural activities. In the central
hall of La Rural, Revista Ñ and Canal A set up an auditorium-bar where cultural figures engaged in
dialog with the public. Additionally, the event featured concerts, theater productions, and live art. All
activities were free of charge. The hosts of the main TN programs engaged in discussions with the
public, and Radio Mitre was present with a studio from where they broadcast several live shows.
Additionally, Fundación Noble offered free workshops for teachers, and Clarín, together with the
Master's in Journalism from San Andrés, organized an open talk with journalists. Cúspide participated
with two bookstores on the premises, one dedicated exclusively to young readers. Two in-person
workshops were also held for 100 teachers.
There was also a new cycle of the Master's in Journalism organized by Clarín and Universidad de
San Andrés, which is supported by the Journalism School at Columbia University and leading industry
companies that contribute to the scholarship fund.
TN, honoring its federal DNA and as part of the celebration of its 30th anniversary, awarded
scholarships to twelve journalism students from across the country and, in collaboration with the
University of Belgrano, organized a scholarship program for students of journalism, communication,
and audiovisual production residing outside Buenos Aires.
Throughout the year, the 6th edition of the "SME Awards," organized by Clarín and Banco Galicia, was
also held. This initiative recognizes small and medium-sized enterprises (SMEs) for their contribution
to the economic and social development of the country. Among the 356 applicants, an academic jury
composed of professionals from the University of San Andrés chose three finalists for each category,
and then, specialists in each field selected the winners: SME Gold Award: Ecosan; Lifetime
Achievement Award: Vacalin; High Environmental Impact: Eittor; High Social Impact: Trasa;
Innovative SME: Ecosan; Exporting SME: IMS.
Additionally, the magazine ARQ of the newspaper Clarín gave awards to architecture studios,
construction companies, developers, interior designers, and suppliers in the sector as part of the
"Excellence Ranking" conducted by the consulting firm D’Alessio IROL for ARQ, which recognizes the
top 15 in each category. In 2023, the survey reached 2,888 people who chose the best in each
category at a national level. The "National Clarín SCA Award" for architecture students was also held,
organized by the magazine ARQ in collaboration with the Central Society of Architects (SCA) with the
aim of encouraging architecture students from all universities in the country to experience competing
for the best project.
Clarín also continues to spread high-value cultural and educational content through the culture section
of the newspaper and Ñ magazine. The latter, in November, published a special edition
commemorating the 20th anniversary of the magazine and once again joined the Festival Eñe in
Madrid.
Throughout the year, special coverage was also given to sports events, and films and music, including:
Exclusive analysis for Clarín of Roland Garros by former Argentine tennis player Javier Frana; The
56
phenomenon of Dibu Martínez, the goalkeeper who vindicated soccer's most thankless position;
Coverage of all activities of the entourage of the movie "Argentina 1985" during the Oscar Awards
ceremony at the Dolby Theatre in Los Angeles; Taylor Swift's first show in Argentina with live coverage
from the River Stadium; and the story of those who started rapping in the neighborhood and now lead
all the rankings.
La Voz del Interior dedicated a special supplement and digital channel to the 450th anniversary of the
city of Córdoba while continuing with the usual content in the Número Cero and Vos supplement. Los
Andes continued with the initiative "Tell a Story with Tintero," inviting children to participate in a literary
story production contest. In 2023, 54 children participated, presenting 58 stories, with one winner and
three special mentions.
Throughout the year, TN broadcast cultural content and excerpts from concerts and festivals from
various venues, and eldoce focused on the "Todo Córdoba" news segment to disseminate local
realities from the interior of the province.
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.
11.6.
ALLIANCES WITH CIVIL SOCIETY ORGANIZATIONS
UNICEF, eltrece, and Fundación Noble joined forces once again to celebrate the 32nd edition of "Un
sol para los chicos." This year, a new record fundraising amount of $463,298,560 was achieved for
the projects carried out by UNICEF in favor of children.
In line with this, eltrece and Fundación Noble held the 14th edition of the "Abanderados Award" with
an exciting ceremony at Teatro Avenida, where more than 500 people were moved by the stories of
the 8 Abanderados and the Young Abanderado of 2023, chosen from 800 applicants. Heriberto
Roccia (33), creator of Dignamente, was chosen by the public as the Abanderado of the Year and
received a monetary prize of $2,500,000 to continue his work. The Navarro Viola Foundation selected
Nicole Fusilier (31), founder of Una Sola Familia, as the winner of the special prize of $1,250,000.
In 2023, Fundación Noble continued with the publication of the "Calendar of Commitment to the
Community" in the magazine Viva, complementing the daily charitable agenda of Grupo Clarín's
media outlets.
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.
For Children's Day, eldoce, in partnership with Fundación Hospital de Niños de Córdoba, conducted
a campaign to collect coloring books and colored pencils to honor the children hospitalized at the
Children's Hospital, Ronald McDonald's House, and the Hospital School. During October, on the
occasion of World Breast Cancer Day, eldoce set up and equipped a tent for a hair donation event to
create oncological wigs. Forty kilograms of hair were collected and donated to the Vanesa Duran
Foundation and Guapas Foundation, which are responsible for making and distributing wigs to women
undergoing this disease.
57
TyC Sports organized activities for Children's Day, with more than 1,500 boys and girls participating.
It also carried out its first blood donation campaign in collaboration with Hospital de Niños Ricardo
Gutiérrez and a charity action for Children's Day, in which 30 volunteers participated to benefit 400
direct recipients. Radio Mitre committed to the Garrahan Hospital by joining its paper and bottle cap
recycling program through the placement of special containers in the common areas of the radio
station.
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12. THE ENVIRONMENT
12.1.
CONTENT THAT PROMOTES ENVIRONMENTAL AWARENESS
The Group's media conducted a coverage and broadcast of the United Nations Conference on Climate
Change (COP28) from Dubai, disseminating the information through multiple platforms.
It should be noted that journalist Belén López Mensaque from eldoce received a scholarship invited
by Climate Tracker, a non-profit organization that trains journalists specialized in climate change in
developing countries to participate in the meeting.
Clarín conducted a high-impact investigation on trawling practices, which are an environmental
catastrophe and the main fishing method used in the Argentine Sea.
In addition, throughout the year, La Voz del Interior covered news on Circular Economy and published
the book "El círculo verde". The book received the endorsement and financial support of Fundación
Avina, under the resilient cities program.
Among the content generated by TN, "Guardians of Patagonia Azul" stands out, along with two special
productions awarded by ADEPA in the Environment category: “Peligro de depredación: la maniobra
oculta que ideó China para adueñarse de la pesca en el mar Argentino” (Danger of Predation: The
Hidden Maneuver Devised by China to Take Over Fishing in the Argentine Sea) by Gonzalo Báñez
and Agustina López along with the Videolab team, and “En 10 años, la Argentina perdió más de 2.4
millones de hectáreas de árboles” (In 10 Years, Argentina Lost More Than 2.4 Million Hectares of
Trees) by Agustina López.
Through the blog Planeta Vivo, Radio Mitre continued to provide information to the public about
several environmental and sustainability issues. Through the Planeta Vivo blog, Radio Mitre continued
to provide the public with information on various environmental and sustainability topics. Radio La 100
published news related to environmental awareness on la100.com.ar.
12.2.
ENVIRONMENTAL MANAGEMENT AND POLICY
Grupo Clarín's Social Responsibility and Sustainability Policy serves as the framework within which
its business units implement their environmental management actions.
During 2023, Clarín recertified the ISO14001:2015 environmental management system at the plant
where the newspaper is printed. Training was provided to a total of 226 employees on topics such as:
waste identification, ISO 14001:2015, waste segregation, containment of hazardous substance spills,
general risks in tasks, and PPE procedure and management. The policy is also applicable to suppliers,
which must make an annual assessment through an environmental survey.
Gestión Compartida includes, as part of the induction for new employees, training on waste separation
within the facility and conducts systematic internal meetings to strengthen this habit.
Throughout the year, the different business units continued with the dissemination and implementation
of awareness actions. Clarín continues its awareness campaign on waste separation and reduction
of waste generation. La Voz del Interior established a fleet reduction plan to save costs and reduce
emissions; Los Andes continues applying the defined protocols for printing processes and
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environmental responsibility policies, and TyC Sports renewed and increased the waste bins
according to the type of waste.
12.3.
MATERIALS
Using resources in a sustainable way is a key objective of the Group's Environmental Management
Policy.
In this sense, its business units deploy actions for rational use of resources. Highlights include: La
Voz del Interior introduced new cleaning routines and new operating methods for its equipment,
resulting in savings on supplies, energy, and the extension of the productive life of developer
chemicals and reduced wear on ovens. Eldoce achieved fewer printouts and reused the non-printed
parts of sheets for new printouts. TyC Sports began a process of digitizing audiovisual archives in
2023, which allows for the recovery of plastic boxes that are then sent to the Garrahan Hospital for
reuse. For institutional gifts, they continue to use eco-friendly fabric bags to reduce the use of plastics.
Consumption of the Main
Materials (1)
Unit of
Measurement
2022
2023
Paper
- Printing
- Office
A4 size paper (reams)
Letter size paper (reams)
Legal size paper (reams)
Kraft Paper
−
Ink
− CTP Aluminum plates
Tons
9,917.19 (2)
12,054.10 (2)
Units
Units
Units
Tons
Tons
Tons
5,977
6,419 (3)
142
93
14.20
299.61
73.96
130 (3)
153 (3)
11.80 (3)
251.92 (4)
36.63 (5)
(1) The quantity of materials consumed in their most relevant categories.
During the period, the consumption of the following non-renewable materials (considered as a resource that does not renew over short periods
of time) was also measured: adhesives, rubber blankets, neutral fountain solution, rubber wash, silicone emulsion, adhesive tapes, packing
straps, bundling straps, plate developer, filters, polyethylenes, gum arabic, greases and lubricating oils, rubber cylinder, wrappings (film and
stretch), bale wire, batteries (AA and AAA), 9-volt batteries, lamps, coaxial cables, audio cables, power cables, multipair cables, network cables,
antifoaming agent, cardboard corner protectors, cartridges and toners, solvent.
And the following renewable materials (considered as material derived from abundant resources that are quickly replenished through ecological
cycles or agricultural processes, so that the services provided by these and other related resources are not endangered and remain available for
future generations): boxes, wooden pallets, and cleaning rags.
(2) Business units surveyed: AGEA Zepita, LVI, and Los Andes.
(3) Business units surveyed and criteria:
A4 size Paper: AGEA Tacuarí, ARTEAR Canal 13, Canal 12, Gestión Compartida, LVI, Los Andes, Carburando, Radio Mitre, and TyC Sports.
LVI: The weight of the paper is equivalent to 2.52 tons, considering an average ream weight of 2.25 kg.
Letter Paper: TyC Sports.
Legal Paper: ARTEAR, Canal 13, and TyC Sports.
Kraf Paper: AGEA Zepita and 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, LVI, and Los Andes.
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12.4.
ENERGY AND EMISSIONS
Grupo Clarín is committed to reducing energy consumption. The new work habits align with this
premise, as in-person presence has been reduced. Clarín continues to minimize workspace,
optimizing sectors. This year, approximately 10% less energy was consumed at the printing plant
compared to 2022.
La Voz del Interior continues with the plan to reduce its own transport fleet with vehicles dedicated to
distribution logistics within the province of Córdoba to contribute to the reduction of emissions.
Additionally, internal routines in production and maintenance processes in the processing area were
modified to optimize times and contribute to energy savings. The company continues with the LED
lighting replacement scheme in auxiliary facilities and completed the replacement at the executive
building.
In the same vein, eldoce completed the switch to LED lighting in the last studio that still had halogen
light. And TyC Sports continues with the replacement of LED lighting, which resulted in a 17%
decrease in electrical consumption compared to the previous year.
Following this approach, Gestión Compartida achieved a reduction of approximately 15% in the
electrical consumption of air conditioners due to the optimization of different unused sectors in the
building due to teleworking. It is worth mentioning that the facility already has 98% LED lighting.
Direct and Indirect Power Consumption (in GJ*)
2022
2023
Electricity
Natural gas
Gasoline
Diesel
CNG
Total
121,649.32
119,202.37 (1)
28,365.35
25,221.43 (2)
3,862.27
3,342.40
989.93
158,209.28
3,289.06 (3)
1,956.44 (4)
1,666.26 (5)
151,335.55
* Criteria for Conversion to GJ: National Energy Balance Data, 2015.
(1) Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Canal 12, Pol-Ka, Gestión Compartida, LVI, Los Andes,
Carburando, Radio Mitre, and TyC Sports.
(2) Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Canal 12, Pol-Ka, LVI, Los Andes, Carburando, Radio Mitre, and
TyC Sports.
(3) Includes the consumption of generators and outside broadcast units.
Generators: Business units surveyed: Canal 12 and Pol-Ka.
Outside broadcast units: Business units surveyed: AGEA Zepita, Canal 12, Los Andes, Carburando, and Radio Mitre.
(4) Includes the consumption of generators and outside broadcast units.
Generators: Business units surveyed: AGEA Tacuarí, ARTEAR Canal 13, Canal 12, Pol-Ka, Gestión Compartida, LVI, Los Andes, and Radio
Mitre.
Outside broadcast units: Business units surveyed: ARTEAR, Canal 13, and Canal 12.
(5) Business units surveyed: Canal 12.
61
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
2022
2023
2,123.19
14,466.11
216,097.06
232,686.36
1,837.08
14,175.13
247,847.70
262,859.92
(1) Business units surveyed: AGEA Tacuarí, AGEA Zepita; ARTEAR Canal 13; Canal 12; Pol-Ka; Gestión Compartida; LVI; Los Andes; Radio
Mitre; Carburando, and TyC Sports.
(2). Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Canal 12, Pol-Ka, Gestión Compartida, LVI, Los Andes,
Carburando, Radio Mitre, and TyC Sports. Criteria for Conversion to CO2: National Secretariat of Energy, 2019. Calculated on the basis of
33,105.81 MWh of electricity consumption of the business units surveyed.
(3) Business units surveyed: Canal 12, LVI, Radio Mitre, and TyC Sports.
12.5.
WASTE
The treatment and reduction of waste are addressed by all the business units of the Group, following
the guidelines of the environmental management policy. 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.
Within the waste subject to revaluation, paper occupies the predominant position as the main material
that is recycled and donated to various entities. In 2023, Clarín's printing plant donated a total of 2,260
kg of materials, such as paper and plastic caps, to Fundación Hospital Garrahan. La Voz del Interior
contributed by donating 58.8 kilos of paper to institutions linked to education. In the case of eldoce,
the donation focuses on unused paper and digital equipment which are delivered to the Hellen Keller
School for the Blind in Córdoba. TyC Sports also donated more than 1,000 kilos to Fundación
Garrahan and continues its charitable actions by donating computers to various educational
institutions, strengthening internal communication about the proper disposal of waste.
On the other hand, eldoce is an Eco Ally channel due to an agreement with the Public Services and
Works Agency of the Municipality of Córdoba. It has become a Sustainable Station and fulfills the role
of being a waste collection point for recycling.
In the case of La Voz Del Interior, the waste generated from the production process is disposed of in
accordance with provincial and national regulations; it is noteworthy that the product generated at the
plant is 100% recyclable.
Waste by Type (in tons)
Total Hazardous Waste
Total urban-like or non-hazardous waste
2022
2023
61.36 (1)
47.22 (1)
920.07 (2)
926.88 (2)
Waste is not imported or exported, for further details see GRI Content Index, Note 18.
(1) Business units surveyed: AGEA Zepita, ARTEAR Canal 13, Gestión Compartida, Los Andes, TyC Sports.
(2) Business units surveyed: AGEA Tacuarí, AGEA Zepita; ARTEAR Canal 13; Pol-Ka; LVI, and TyC Sports.
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12.6.
WATER AND EFFLUENTS
Within the Group, the main effluents come from the development processes carried out at the printing
plants. The disposal and treatment of water are carried out according to the ACUMAR regulations.
The Company's office buildings and other facilities only discharge domestic waste water. In order to
save water, the Company has automatic shut-off faucets and detection systems installed in the toilets.
At La Voz del Interior, the water used both in the production process and in daily use comes from the
network and is provided by Aguas Cordobesas. All remaining water from auxiliary areas and services
is then directed to the effluent treatment plant, which processes the fluids and converts them into non-
polluting agricultural irrigation grade. The newspaper's treatment plant is oversized in its treatment
capacity and optimized according to its operational needs.
Water Discharge
Annual Volume Discharged (in megaliters)
2023
8.75 (1)
(1) Business units surveyed: AGEA Zepita; LVI, and Los Andes. This includes surface water (freshwater) and third-party water (freshwater). Los
Andes: 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).
63
13. 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 contents, recognized worldwide -specially in the Spanish-speaking world-, to boost the
success of its new platforms and formats.
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.
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14. 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 have to 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, 2023, the Company recorded a loss of $ 10,546,959,727, mainly
due to negative results generated in the segment Broadcasting and Programming and Other, primarily
due to the negative impact of inflation on financial results, and a deterioration in operating margins
due to the Argentine macroeconomic situation; this was partially offset by positive results in the
segment Other due to positive net financial results originating from positive exchange rate differences.
Therefore, the Board of Directors proposes to the Shareholders to absorb the net loss for the year by
fully reversing the Legal Reserve and partially the Share Premium.
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, March 8, 2024
65
15. 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. The Declaration of Purpose,
summarizing the essence and raison d'être as an Argentine media group, is available to the
investing public on its website https://grupoclarin.com/institucional/principios-y-valores.
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.
66
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 financial and
non-financial metrics that allow for an adequate oversight of said strategic plan and the
degree of compliance with the strategy. 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. Additionally, the Company is the only media enterprise
that issues a sustainability report, which is available to the investing public on its website
http://www.grupoclarinsustentable.com/.
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 Company's 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
67
practice. On its website, the Company has a Corporate Governance section where the
members of the Board of Directors are identified https://ir.grupoclarin.com/gobierno/.
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 in 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 relevant information,
through the Corporate Affairs Department, 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 websitehttps://ir.grupoclarin.com/gobierno/, 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.
VII.
VIII.
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.
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.
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. Similarly, the Chair of the Audit
Committee leads and organizes the meetings of said Committee with the assistance of the
Corporate Affairs Department. 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
68
information through the Corporate Affairs Department required to decide on the items of 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 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.
While a formal annual training program has not been implemented, board members, beyond
their experience and professional and personal qualifications, regularly receive updates,
information, and training on industry, business, or regulatory matters to properly fulfill their
duties and responsibilities. This is facilitated through the coordination by the Corporate Affairs
Department. Trainings are conducted by highly skilled officers with expertise in the company's
business, renowned professionals in the market, industry experts, or specialized consulting
firms.
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
69
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.
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.
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 because it does not have a
nomination committee.
70
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 to this, both new members and those previously
elected receive regular updates on industry, business, and regulatory matters.
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 the Remuneration Committee, establishes a remuneration policy for
the CEO and the members of the Board.
The Company does not apply the recommended practice in the terms set out in it. The Board
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
71
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, which are 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.
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.
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.
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.
The Audit Committee of the Board shall be composed of qualified and experienced
members, and shall perform its duties transparently and independently.
The Board of Directors must establish adequate procedures to ensure the independent and
effective work performed by the External Auditors.
XIII.
XIV.
XV.
XVI.
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,
information, financial, environmental, and technological risks. In addition, the Company has
an Audit Committee composed of qualified and experienced members, which fulfills the duties
conferred by the Capital Market Law. It should be noted that the Company provides new
members of the Board with copies of its bylaws and policies.
72
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. Annually, at the proposal of the Board, the shareholders of the Company
approve an annual budget for the Audit Committee to ensure it has resources to meet
necessary expenses in fulfilling its duties.
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 a 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 rules of procedure. The
committee is mostly composed of and chaired by independent directors and it does not include the
CEO. The majority 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 a 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
73
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 customers 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.
ETHICS, INTEGRITY, AND COMPLIANCE
Principles
XVII.
XVIII.
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.
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 the 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 to evaluate potential irregularities, illegal actions or
vulnerabilities), including suppliers, distributors, service providers, agents and intermediaries.
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, and
74
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 culture, 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 Corporate
Control Department, as the internal body responsible for the 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.
XX.
XXI.
XXII.
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.
The company shall promote the active engagement of all shareholders with adequate
information, especially in connection with the composition of the Board.
The company must have a transparent Dividend Distribution Policy, in line with its strategy.
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 -
www.grupoclarin.com - in 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 press releases that
are disseminated on financial information portals, as well as on the Company's website -
www.grupoclarin.com -. Furthermore, the Company maintains communication channels with
minority shareholders by disseminating relevant information on the Buenos Aires Stock
Exchange, where its shares are listed. This information is also distributed through the
Company's website.
investors can
the Company's shareholders and
In addition,
75
communicate with the department via email or by telephone, as detailed on the
websiteinvestors@grupoclarin.com. Among the non-financial information disclosed by the
Company on its website, the sustainability reports it issues are available under the tab
“Sustainability” http://www.grupoclarinsustentable.com/. It should be noted that the Company
is the only media company that publishes a sustainability report. This also shows the in-kind
donations through public service messages to promote social, civil, and environmental
causes, as well as the management method used. 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 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 quality 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. Since 2021, the Company has been presenting an integrated
report combining the sustainability report and the annual report in a single 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 information
packages available at its headquarters and at the AIF of the Argentine Securities Commission
prior to the Shareholders’ Meetings. 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 its website.
Furthermore, the Company establishes various communication channels that allow it to
76
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 investors@grupoclarin.com. Said department
organizes web 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,
disseminated on financial information portals, as well as on the Company's website
https://www.grupoclarin.com. The Company maintains communication channels with the
minority shareholders through the disclosure of relevant information in the Buenos Aires
Stock Exchange where its shares are listed and through information disclosed in the
Company's website https://www.grupoclarin.com/. In addition, the Company's shareholders
and investors can communicate with the department via email or by telephone, as detailed
on the website investors@grupoclarin.com.
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 https://ir.grupoclarin.com/hechos-relevantes/, 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.
77
16. 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 2023 Communication on
Progress is presented through the online platform established by the Global Compact for this
purpose.
2. The Company reports on its contribution to the 2030 Agenda for the Sustainable Development
Goals (SDG).
It applies the Global Reporting Initiative (GRI) standards as reference.
3.
4. The Company uses the International Framework of the IFRS Foundation as its reference
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 been conducting a materiality analysis to identify relevant issues. In
2022, this process was reviewed, incorporating the dual materiality approach. 24 material issues were
identified and grouped into four categories: journalism, corporate governance, environment, and
people. Financial, social, and environmental impacts were assessed, prioritizing the most significant
ones through a survey of the group's management and stakeholders. This allowed for the
development of a new Materiality Matrix, prioritizing key issues for accountability.
78
Grupo Clarín's Materiality Matrix
Materiality Matrix
Journalistic Independence
and Freedom of Expression
Ethics and Transparency
Employee Safety …
Promotion of Environmental
Care
Journalistic Investigation
Editorial Innovation and
Digital Transformation
Respect for Human Rights
Creativity and Talent
Engagement
Reduction of Emissions
Responsible Value Chain
Contribution to the
Community
Responsible Advertising
Accountability
Promotion of Public Debate
and Civic Involvement.
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
Diverse and Inclusive Content
Accessibility of Content and
Protection of the Audience
l
s
r
e
d
o
h
e
k
a
t
S
9
8
7
6
5
4
3
2
1
0
0
1
2
3
4
5
6
7
8
9
Journalism and generation of content
The Environment
People
Business Management
Governance
GRI Content Index
Statement of Use
Grupo Clarín has prepared its Integrated Annual Report 2023 in accordance with the GRI Standards
for the period from January 1 to December 31, 2023.
GRI 1 used
GRI 1: Foundation 2021
References
• RP: Information reported in Exhibit I of the 2023 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.
• All the notes included in the table are disclosed at the end of the table.
• The table includes the relationship with the Sustainable Development Goals and Targets.
79
GRI Standard
Contents
Section / Response
SDG - Targets
General Disclosures
GRI 2: General Disclosures 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
2-7 Employees
10.1; 10.2; Note 6
2-9 Governance structure and composition
6 and Note 9
2-10 Nomination and selection of the highest
governance body
6; RP 12
2-11 Chair of the highest governance body
Note 7, RP 24
2-12 Role of the highest governance body in
overseeing the management of impacts
2-14 Role of the highest governance body in
sustainability reporting
RP 1
Note 9
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
Note 8, RP 8
2-19 Remuneration policies
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
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; RP26; Note 11
2-30 Collective bargaining agreements
Note 10
Contents on material topics
GRI 3: Material Topics 2021
3-1 Process to determine material topics
7.1; 7.2; 7,3; Exhibit II;
Note 11
80
3-2 List of material topics
7.1; 7.2; 7,3; Exhibit II;
Note 11
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
Company-specific indicator
Interaction with the Audience
Adherence to agencies that ensure freedom of
expression and dissemination of activities of these
institutions
Method to ensure journalistic integrity
8.1
7.3; 8.1
GRI 3: Material Topics 2021
3-3 Management of material topics
Company-specific indicator
Method to interact with audiences
Diverse and Inclusive Content
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,4; Exhibit II;
Note 11
8.4
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
Accessibility of Content and Protection of the Audience
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,2; Exhibit II;
Note 11
7.1; 7.2; 8,8; Exhibit II;
Note 11
Company-specific indicator
Company-specific indicator
Journalistic Investigation
Measures adopted to ensure accessibility of
content
Measures adopted to protect vulnerable
audiences
8.8
8.8
GRI 3: Material Topics 2021
3-3 Management of material topics
Creativity and Talent Engagement
GRI 3: Material Topics 2021
3-3 Management of material topics
Promotion of Public Debate and Civic Involvement
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,3; Exhibit II;
Note 11
7.1; 7.2; 10.5; 11.4;
Exhibit II
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
81
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
Protection of Intellectual Property
418-1 Substantiated complaints concerning
breaches of customer privacy and losses of
customer data
Note 12
GRI 3: Material Topics 2021
3-3 Management of material topics
7.1; 7.2; 8,1; Exhibit II;
Note 11
Company-specific indicator
Ethics and Transparency
Description of the scope to ensure the protection
of intellectual property
8.1
GRI 3: Material Topics 2021
3-3 Management of material topics
GRI 201: Economic Performance 2016 201-4 Financial assistance received from the
government
Accountability
GRI 3: Material Topics 2021
3-3 Management of material topics
Respect for Human Rights
GRI 3: Material Topics 2021
3-3 Management of material topics
6; 7.1; 7.2; 8.1; 9.2;
Exhibit II; Note 11
Note 13
6; 7.1; 7.2; 8.1; Exhibit II;
Note 11
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
GRI 302: Energy 2016
Reduction of Emissions
302-1 Energy consumption within the
organization
302-3 Energy intensity
302-4 Reduction of energy consumption
12.4
Note 27
12.4
GRI 3: Material Topics 2021
3-3 Management of material topics
7.2; 12.4; Exhibit II; Note
11
305-1 Direct GHG emissions (Scope 1)
12.4
305-2 Energy indirect (Scope 2) GHG emissions
12.4
GRI 305: Emissions 2016
305-3 Other indirect GHG emissions (Scope 3)
305-5 Reduction of GHG emissions
12.4
12.4
305-6 Emissions of ozone-depleting substances
(ODS)
Note 15
Efficient Use of Materials and Resources and Waste Management
7.3, 8.4, 12.2,
13.1
12.4, 13.1,
15.2
12.4, 13.1,
15.2
12.4, 13.1,
15.2
13.1, 15.2
12.4
82
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
301-1 Materials used by weight or volume
12.3
GRI 301: Materials 2016
301-2 Recycled input materials used
8.4, 12.2
8.4, 12.2, 12.5
8.4, 12.2, 12.5
301-3 Reclaimed products and their packaging
materials
306-1 Waste generation and significant waste-
related impacts
306-2 Management of significant waste-related
impacts
Note 16
Note 17
12.5
12.5
306-3 Waste generated
306-4 Waste diverted from disposal
12.5; Note 18
12.5; Note 18
12.4
12.4
303-2 Management of water discharge-related
impacts
12.6
303-4 Water discharge
303-5 Water Consumption
12.6; Note 19
12.6; Note 20
GRI 306: Waste
2020
GRI 303: Water and Effluents 2018
Promotion of Environmental Care
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 21
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
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 22
Note 23
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 9; Note 24
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 25
83
404-2 Programs for upgrading employee skills and
transition assistance programs
0.5
404-3 Percentage of employees receiving regular
performance and career development reviews
Note 26
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
GRI 414: Supplier social assessment
2016
414-1 New suppliers that were screened using
social criteria
9.2
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
GRI 203: Indirect economic impacts
2016
Company-specific indicator
203-1 Infrastructure investments and services
supported
Initiatives aimed at community development
11.2
11
NOTES
NOTE 1
Buenos Aires, Argentina
NOTE 2
The Integrated Annual Report covers the period from January 1, 2023 to December 31, 2023. It is published on
an annual basis.
NOTE 3
Date of publication of the Report: 2024
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.
84
NOTE 6
Number of Employees
in 2023
Workforce broken down
by type of contract
Permanent employment
contract
Temporary contracts or
fixed-term contracts
Zero-hour contract
Total
Employees by Region
AMBA and the Prov of Bs
As.
Mendoza
Córdoba
Santiago del Estero
Tucumán
Chubut
Santa Fe
Río Negro
Chaco
Current
Entre Ríos
Formosa
La Pampa
Misiones
Neuquén
Salta
San Juan
San Luis
Jujuy
Total
Women
1,294
126
7
1,427
1246
52
100
1
2
0
15
0
0
0
0
0
0
0
0
0
9
2
0
Men
2,775
190
24
2,989
2627
85
248
2
3
0
16
0
0
0
0
0
0
1
0
1
4
1
1
1,427
2,989
Total
4,069
316
31
4,416
3873
137
348
3
5
0
31
0
0
0
0
0
0
1
0
1
13
3
1
4,416
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida – LVI -
Los Andes - Radio Mitre - TyC Sports - Grupo Clarín.
85
Number of Employees - by Employment Contract
and Region - 2023
Employees by Type
of Contract and
Region
Permanent
employment
contract
Temporary
contracts or
fixed-term
contracts
Zero-hour
contract
Total Part-time Full-time
Total
AMBA and the Prov of
Bs As.
3595
274
Mendoza
Córdoba
Santiago del Estero
Tucumán
Chubut
Santa Fe
Río Negro
Chaco
Current
Entre Ríos
Formosa
La Pampa
Misiones
Neuquén
Salta
San Juan
San Luis
Jujuy
Total
126
291
3
5
0
30
0
0
0
0
0
0
1
0
1
13
3
1
11
30
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
4
0
27
3,873
137
348
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
3
5
-
31
-
-
-
-
-
-
1
-
1
13
3
1
4,416
138
3735
3873
17
71
0
1
0
1
0
0
0
0
0
0
1
0
0
1
0
0
120
277
3
4
0
137
348
3
5
0
30
31
0
0
0
0
0
0
0
0
1
0
0
0
0
0
0
1
0
1
12
13
3
1
3
1
230
4,186
4,416
4,069
316
31
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida – LVI -
Los Andes - Radio Mitre - TyC Sports - Grupo Clarín.
86
NOTE 7
Jorge Rendo, the Chair of the Board of Directors, also serves as Director of External Relations in the Corporate
area.
NOTE 8
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 9
Composition of the Board of Directors 2023
Jorge Carlos Rendo
Héctor Mario Aranda
Felipe Noble Herrera
Alma Rocío Aranda
Horacio Ezequiel Magnetto
Francisco Pagliaro
Alberto Cesar Menzani
Andrés Gabriel Riportella
Horacio Eduardo Quirós
Martin Gonzalo Etchevers
Francisco Iván Acevedo
Veronica Alejandra Beratz
Patricia Miriam Colugio
Alberto Pedro Marina
Eugenio Eduardo Sosa Mendoza
Marcelo Fernando Boncagni
Carlos Rebay
Luis Germán Fernandez
Lucas Puente Solari
Alfredo Enrique Kahrs
Title
Chair
Vice Chair
Permanent Director
Permanent Director
Permanent Director
Permanent Director
Permanent Director
Permanent Director
Permanent Director
Permanent Director
Alternate Director
Alternate Director
Alternate Director
Alternate Director
Alternate Director
Alternate Director
Alternate Director
Alternate Director
Alternate Director
Alternate Director
Tenure (in years)
19
18
6
6
6
6
2
5
10
12
10
1
6
4
6
6
12
12
6
5
87
Independent Directors
Directors with executive positions
Female directors
Male directors
Directors aged 31 to 50
Directors over 51 years old
2
6
3 – 15%
17 – 85%
6 – 30%
14 – 70%
The Board of Directors approves the Integrated Annual Report each year.
NOTE 10
61.82% 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.
NOTE 11
Coverage of Material Topics and Impact on Stakeholders
Category
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.
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
Investors and analysts; advertisers; journalistic
entities; unions and employees; government; media
society
community;
observatories;
organizations; business chambers; international or
supranational agencies or entities.
civil
unions;
employees;
Investors;
government;
community; civil society organizations; media
supranational
international or
observatories;
organizations
suppliers;
entities;
audiences/customers/public.
or
Investors and analysts; government; community;
civil society organizations; audience.
88
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 2023. 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.
Business units surveyed: Grupo Clarín S.A.
Information provided by the law firm in charge of Grupo Clarín S.A.'s defense.
NOTE 13
FINANCIAL ASSISTANCE RECEIVED FROM THE GOVERNMENT
(in pesos) 2023
Tax incentives and reliefs related to companies located in technological and audiovisual
districts(1).
Other Tax Incentives/Reliefs (2)
1.
2.
Business units surveyed: Gestión Compartida and TyC Sports.
Business units surveyed: AGEA Tacuarí and Canal 12.
429,373,686
2,938,493,808
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
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)
Freon Gas R22
NOTE 16
Recycled Material
Use of paper from sustainable sources (FSC certified)
Business units surveyed: TyC Sports.
NOTE 17
Reused Products
Description of the Material Used
Amount of Paper Used
Amount of Paper Recovered
Business units surveyed: TyC Sports
2023
0.0675
Total (tons)
2022
2023
1.17
1.48
Total (tons)
2022
1.17
0.47
2023
1.68
1.68
89
NOTE 18
Type of Waste
Composition
Y8 Liquid
Y18/16
Y12
Y1
Y48
Hazardous
Waste *
Y48/Y12
Y29
Electronic / cells and
batteries
Toners and cartridges
Disposal /
Treatment
Method
Thermal
destruction
Removal Method
Contractor Procedure
Weight (tn)
2022
2023
5.23
1.7(1)
-
-
1.2(2)
15.5(3)
Autoclave
Contractor Procedure
0.81
0.054(4)
On-land
incineration
Contractor Procedure
On-Site Storage Contractor Procedure
-
1.04(5)
6.76
27.5(6)
-
0.05(7)
0.08
0.13(8)
0.03
0.04(9)
61.36
47.22
723(10)
756.96
163.11 203.87(1
1)
920.07 926.88
Total Hazardous Waste
Non-
Hazardous
Waste *
Urban Solid Waste
Sanitary landfill Contractor Procedure
Recycled
Recycling and
reuse
Total Non-Hazardous Waste
Contractor Procedure
*Not imported or exported
(1) Business units surveyed: AGEA Zepita.
(2) Business units surveyed: AGEA Zepita.
(3) Business units surveyed: AGEA Zepita.
(4) Business units surveyed: AGEA Zepita and ARTEAR Canal 13.
(5) Business units surveyed: Los Andes.
(6) Business units surveyed: AGEA Zepita.
(7) Business units surveyed: Gestión Compartida.
(8) Business units surveyed: TyC Sports.
(9) Business units surveyed: TyC Sports.
(10) Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Pol-Ka, and LVI.
(11) Business units surveyed: AGEA Zepita, ARTEAR Canal 13, LVI, and TyC Sports.
NOTE 19
Discharges into freshwater (total in megaliters)
Annual volume discharged
in non-water-
stressed areas (1)
Annual volume discharged in water-stressed areas
(1) Business units surveyed: AGEA Zepita, LVI, and Los Andes.
NOTE 20
2023
8.75 (1)
No discharges were made in water-stressed areas.
Water Consumption (in megaliters)
Freshwater (1)
2022
92.11
2023
53.94
(1) Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Gestión Compartida, Los Andes, Radio Mitre, Carburando, and
TyC Sports
90
NOTE 21
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 the Prov of Bs
As.
Mendoza
Córdoba
Santiago del Estero
Tucumán
Chubut
Santa Fe
Río Negro
Chaco
Current
Entre Ríos
Formosa
La Pampa
Misiones
Neuquén
Salta
San Juan
San Luis
Jujuy
New Hires and Employee Turnover 2023
Additions
Retirements
Rate of hires (1)
Employee
Turnover Rate (2)
786
452
307
27
410
376
734
10
32
0
3
0
1
0
0
0
0
0
0
0
0
0
3
3
0
939
378
435
126
433
506
867
13
44
1
3
0
3
0
0
0
0
0
1
0
0
0
3
4
0
17.80%
21.26%
57.65%
12.83%
2.18%
28.73%
12.58%
18.95%
7.30%
9.20%
0.00%
60.00%
0.00%
3.23%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
48.21%
18.18%
10.17%
30.34%
16.93%
22.39%
9.49%
12.64%
33.33%
60.00%
0.00%
9.68%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
23.08%
100.00%
0.00%
23.08%
133.33%
0.00%
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida – LVI -
Los Andes - Radio Mitre - TyC Sports - Grupo Clarín.
(1) New Hire Rate = New Hires / Total Employees as of December 31, 2023 (for each category)
(2) Employee turnover rate = Departures / Total Employees as of December 31, 2023 (for each category)
91
NOTE 22
Employee Benefits:
Flexible work / home office (1) (2) (4) (5) (6) (7) (8) (9) (11)
Flex Friday (1)
Birthday (1) (2) (8) (9) (11)
Vacation days in addition to those provided by law (1) (2) (7) (9)
Personal days (1) (9)
Reimbursement of daycare fees (1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
Events with the children of our employees(3) (5) (9)
School Kits (1) (2) (5) (7) (8)
Benefits for the family of our employees (health care) (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Benefits for the family of our employees (Fitness Center) (1) (2) (3) (5) (6) (7) (8) (9) (10) (11)
Lactation room (1) (2) (3) (5) (6) (7) (8) (9) (10) (11)
Extended maternity leave (1) (2) (5) (6) (7) (8) (9)
Extended paternity leave (1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
Adoption leave (1) (2) (7) (9)
Wedding Policy (1) (8) (9)
Post-maternity leave flexibility (1) (2) (6) (9)
Tarjeta 365 (1) (2) (3) (5) (8) (9) (11)
English Classes (1) (2) (3) (7) (8) (9)
Preferential prices in insurance (1) (2) (3) (4) (5) (7) (8) (9
Discounts on various products and services (1) (3) (7) (9) (11)
Vending machine (1) (2) (3) (4) (5) (7) (8) (9)
Financial assistance (1) (5) (9) (11)
Long-term savings plan for executives (1) (2) (5) (7)
Business units surveyed:
Grupo Clarín
AGEA Tacuarí
ARTEAR Canal 13
Canal 12
La Voz del Interior
Los Andes
Radio Mitre
TyC Sport
Gestión Compartida
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. Pol-Ka
11. Carburando
92
NOTE 23
Total Number of Employees
Women
Men
Number of employees who were entitled to parental leave in 2023
1,427
2,989
Parental Leave 2023
Number of employees who made effective use of the parental leave in 2023
Number of employees who returned to work after the end of the parental leave
2023 and whose leave started and ended in 2023
Number of employees who made effective use of the parental leave in 2023 and
are still on leave as of December 31, 2023
Number of employees who made effective use of the parental leave in 2023 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 2023 and whose leave started in 2022 or before
Number of employees who had to return to work after the end of the parental
leave in 2023 and whose leave had started in 2022 or before, but did not return
to work
Return-To-Work Rate (2023)
Number of employees who returned to work during 2023 (after the parental
leave that started in 2020 or 2021)
Number of employees who returned to work during 2022 (after the parental
leave that started in 2020 or 2021) and continued working for 12 months
Retention Rate (2023)
31
20
10
1
3
3
24
24
-
-
-
-
85.19%
100%
6
5
2
2
83.33%
100%
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida – LVI -
Los Andes - Radio Mitre - TyC Sports - Grupo Clarín.
NOTE 24
Breakdown of Employees as of December 31, 2023
Distribution by category
Distribution by gender
Distribution by age
Professional category
Employees
Men
Women
%
%
< 30
years
%
31 - 50
years
%
> 51
years
%
Directors, General Managers and
Managers
Middle Management
136
783
86.76%
13.24%
0.00%
36.03%
63.97%
72.92%
27.08%
2.68%
58.11%
39.21%
Analysts and Administrative Staff
1,407
49.96%
50.04%
24.88%
57.85%
17.27%
Technical Staff
Other
Total
950
1,140
4,416
92.74%
7.26%
6.53%
54.95%
38.53%
62.02%
37.98%
30.79%
48.51%
20.70%
67.48%
32.52%
17.75%
54.19%
28.06%
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida – LVI -
Los Andes - Radio Mitre - TyC Sports - Grupo Clarín.
Percentages calculated based on active employees as of 12/31/2023 out of the total employees as of 12/31/2023 for each category.
1 person with disabilities works in Gestión Compartida.
93
Employees with Journalistic Functions - 2023
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 Tacuarí, Carburando, CMI, LVI, Los Andes, Radio Mitre, Canal 12, and TyC Sports.
562
70
275
237
Employees related to the newsroom area broken down by hierarchy
in business units engaged in print activities - 2023
Copy writers
Sub-editors
Editors
Head of Area
Center Table
Editors-in-chief
Business units surveyed: AGEA Tacuarí, CMI, LVI, and Los Andes.
Women
Men
Total
314
103
78
63
12
7
110
33
24
13
2
0
204
70
54
50
10
7
NOTE 25
All the data below includes part-time and full-time employees.
Employee Training in 2023
Average Hours of Training Total hours of training
Training by Employee
Breakdown by Gender
Training by Women
Training by Men
Breakdown by Job Category
Directors, General Managers
and Managers
Middle Management
Analysts and Administrative
Staff
Technical Staff
Other
9.54
12.67
8.05
15.76
18.91
14.44
3.62
1.26
42,141.90
18,080.12
24,061.81
2,143.50
14,802.68
20,323.70
3,439.50
1,432.50
Number of
Employees
4,416
1,427
2,989
136
783
1,407
950
1,140
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida – LVI -
Los Andes - Radio Mitre - TyC Sports - Grupo Clarín.
Training hours delivered in 2023 out of the total active employees as of 12/31/2023 for each category.
94
NOTE 26
Performance Assessment 2023
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
Breakdown by Job Category
Directors, General Managers and
Managers
Middle Management
Analysts and Administrative Staff
Technical Staff
Other
33.76%
1,491
4,416
44.64%
28.57%
27.94%
47.38%
65.32%
6.74%
8.68%
637
854
38
371
919
64
99
1,427
2,989
136
783
1,407
950
1,140
Business units surveyed: AGEA Tacuarí - Cúspide - Carburando - ARTEAR Canal 13 - Canal 12 - Pol-Ka - CMI - Gestión Compartida – LVI -
Los Andes - Radio Mitre - TyC Sports - Grupo Clarín.
NOTE 27
Energy Intensity
Intensity Ratio
2023
26.99
Business units surveyed: AGEA Tacuarí, AGEA Zepita, ARTEAR Canal 13, Canal 12, Pol-Ka, Gestión Compartida, LVI, Los Andes, Carburando,
Radio Mitre, and TyC Sports.
Calculated based on electricity consumed / total employees as of 12-31-2023.
95
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 PRESENTED ON A COMPARATIVE BASIS
GLOSSARY OF TERMS
Tech Bimo S.A.U.
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 ..........................................................
Cablevisión Holding ................................ Cablevisión Holding S.A.
Canal Rural ................................................ Canal Rural Satelital S.A.
CIMECO ..................................................... Compañía Inversora en Medios de Comunicación (CIMECO) S.A.
IFRIC ...........................................................
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)
Frecuencia Producciones Publicitarias S.A.
FPP ..............................................................
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
International Accounting Standards Board
Inversora de Eventos S.A.
Impripost....................................................
INDEC ........................................................ National Institute of Statistics and Census (Instituto Nacional de Estadística y
Justicia)
Impripost Tecnologías S.A.
Censos)
VAT ............................................................. Value Added Tax
LSE ..............................................................
LVI ...............................................................
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”,
London Stock Exchange
La Voz del Interior S.A.
International Accounting Standards
International Financial Reporting Standards
for its Spanish acronym)
Ríos de Tinta .............................................. Ríos de Tinta S.A de C.V.
Telecom Argentina S.A.
Telecom .....................................................
Telecor S.A.C.I.
Telecor .......................................................
Tele Red Imagen S.A.
TRISA ..........................................................
TSC .............................................................
Televisión Satelital Codificada S.A.
UNIR ........................................................... Unir S.A.U.
URBANO .................................................... Urbano Express Argentina S.A.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 1 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 PRESENTED ON A COMPARATIVE BASIS
In Argentine Pesos ($) – Notes 2.1 and 2.12 to the Consolidated Financial Statements and Notes 2.1 and
2.8 to the Separate 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: November 08, 2022
Registration number with the IGJ: 1,669,733
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 and Note 4.4 to the
Separate Financial Statements.
CAPITAL STRUCTURE (See Note 12 to the Separate Financial Statements)
Type
Subscribed,
registered and paid-
in capital
Number of
votes per share
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
5
1
1
Total as of December 31, 2023
Total as of December 31, 2022
28,226,683
69,203,544
9,345,777
106,776,004
106,776,004
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
JORGE CARLOS RENDO
Chair
- 2 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Amounts stated in Argentine Pesos – Note 2.1.1)
Notes
December 31,
2023
December 31,
2022
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
Loss for the year
Other Comprehensive Income
6.1
6.2
6.3
6.3
6.6
6.4
6.5
5.5
216,468,511,985
229,164,628,589
(143,710,297,835)
(143,303,717,315)
72,758,214,150
85,860,911,274
(26,722,850,648)
(38,032,909,396)
(28,358,879,326)
(36,359,753,751)
1,028,494,973
(428,545,926)
(15,624,326,687)
(14,335,130,396)
5,798,598,959
(24,160,858,124)
(478,998,270)
(15,608,907,315)
7
4,247,349,515
(11,361,557,800)
(14,051,004,363)
(5,729,526,352)
(2,545,443,533)
(22,325,974,248)
1,361,776,614
(250,465,363)
(4,022,442,856)
(4,272,908,219)
Items which can be reclassified to Net Income (Loss)
Equity in Comprehensive Earnings from Associates
Variation in Translation Differences of Foreign Operations
Other Comprehensive Income (Loss) for the Year
(137,022,323)
1,985,421,287
1,848,398,964
-
(143,037,242)
(143,037,242)
TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR
(9,513,158,836)
(4,415,945,461)
(Loss) Income Attributable to:
Shareholders of the Controlling Company
Non-Controlling Interests
Total Comprehensive Income (Loss) Attributable to:
(10,546,959,727)
(4,273,004,927)
(814,598,073)
96,708
Shareholders of the Controlling Company
(8,698,560,763)
(4,416,042,169)
Non-Controlling Interests
Basic and Diluted Net Income (Loss) per Share - Total
14
16
(814,598,073)
(98.78)
96,708
(40.02)
(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 $ 9,294,214,332 and $ 9,413,119,142 for the years ended December 31, 2023 and
2022, respectively.
The accompanying notes are an integral part of these Consolidated Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
Dr. R. Sergio Cravero
Certified Public Accountant (UCA)
C.P.C.E.C.A.B.A. Vol. 265 Fol. 92
- 3 -
JORGE CARLOS RENDO
Chair
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2023 AND 2022
(Amounts stated in Argentine Pesos – Note 2.1.1)
Notes
December 31, 2023
December 31, 2022
ASSETS
NON-CURRENT ASSETS
Property, Plant, and Equipment
Intangible Assets
Goodwill
Investment Properties
Deferred Tax Assets
Right-of-Use Assets
Investments in Associates
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
55,038,146,736
4,645,318,029
166,753,846
5,689,959,180
9,316,231,947
479,519,932
29,239,294,459
2,069,175,172
178,191,562
370,916,252
687,282,547
107,880,789,662
7,499,389,875
2,840,563,590
9,142,292,819
36,127,989,930
16,863,959,036
14,600,684,351
87,074,879,601
194,955,669,263
111,494,745,714
1,342,595,942
5,157,351,075
117,994,692,731
14
(185,737,497)
117,808,955,234
5.12
5.13
5.17
7
5.14
5.15
5.16
5.13
5.17
5.14
5.15
5.16
6,537,342,269
2,489,321,825
64,305,779
1,803,934,520
15,394,573
2,486,748,664
154,231,405
13,551,279,035
11,286,211,238
266,681,258
2,102,199,762
7,634,752,900
42,305,589,836
63,595,434,994
77,146,714,029
194,955,669,263
55,524,349,206
4,751,136,741
166,753,846
5,800,503,273
5,989,061,174
249,409,175
29,412,047,729
1,408,647,204
2,398,395,292
374,290,314
407,328,592
106,481,922,546
13,864,547,062
1,544,972,948
16,111,483,639
56,973,185,266
18,850,769,629
6,670,342,661
114,015,301,205
220,497,223,751
111,494,745,714
(210,629,846)
15,704,310,802
126,988,426,670
688,263,194
127,676,689,864
8,704,362,810
6,456,621,459
41,821,368
4,400,060,697
33,940,272
3,094,646,989
117,450,452
22,848,904,047
4,439,706,381
177,219,057
2,341,498,257
10,610,983,935
52,402,222,210
69,971,629,840
92,820,533,887
220,497,223,751
The accompanying notes are an integral part of these Consolidated Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
Dr. R. Sergio Cravero
Certified Public Accountant (UCA)
C.P.C.E.C.A.B.A. Vol. 265 Fol. 92
- 4 -
JORGE CARLOS RENDO
Chair
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Amounts stated in Argentine Pesos – Note 2.1.1)
Equity attributable to Shareholders of the Controlling Company
Shareholders’ Contribution
Inflation
Adjustment on
Capital Stock
Additional
Paid-in Capital
Capital Stock
Other Items
Retained Earnings
Subtotal
Other
Comprehensive
Income
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, 2021
106,776,004 46,727,713,748 64,660,255,962 111,494,745,714
1,505,582,612
(1,573,175,216)
- 13,674,469,809
6,302,845,920
131,404,468,839
882,332,948
132,286,801,787
Set-up of Legal Reserve (Note 13)
Dividends and Other Movements of
Non-Controlling Interest
Loss for the year
Other Comprehensive Income:
Changes in Other Comprehensive
Income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(143,037,242)
-
-
-
-
6,302,845,920
-
-
-
-
-
-
-
(6,302,845,920)
-
-
-
-
-
(194,166,462)
(194,166,462)
(4,273,004,927)
(4,273,004,927)
96,708
(4,272,908,219)
-
(143,037,242)
-
(143,037,242)
Balances as of December 31, 2022
106,776,004 46,727,713,748 64,660,255,962 111,494,745,714
1,362,545,370
(1,573,175,216)
6,302,845,920 13,674,469,809
(4,273,004,927)
126,988,426,670
688,263,194
127,676,689,864
Set-up of Legal Reserve (Note 13)
Dividends and Other Movements of
Non-Controlling Interest
Acquisition of a Minority Interest (Note
12.5)
Loss for the year
Other Comprehensive Income:
Changes in Other Comprehensive
Income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,848,398,964
-
-
(295,173,176)
-
-
(4,273,004,927)
-
-
-
-
-
-
-
-
-
4,273,004,927
-
-
-
-
-
-
(58,182,708)
(58,182,708)
(295,173,176)
(1,219,910)
(296,393,086)
(10,546,959,727)
(10,546,959,727)
(814,598,073)
(11,361,557,800)
-
1,848,398,964
-
1,848,398,964
Balances as of December 31, 2023
106,776,004 46,727,713,748 64,660,255,962 111,494,745,714
3,210,944,334
(1,868,348,392)
2,029,840,993 13,674,469,809
(10,546,959,727)
117,994,692,731
(185,737,497)
117,808,955,234
(1) Corresponds to Judicial Reserve for Future Dividends Distribution
The accompanying notes are an integral part of these Consolidated Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
Dr. R. Sergio Cravero
Certified Public Accountant (UCA)
C.P.C.E.C.A.B.A. Vol. 265 Fol. 92
- 5 -
JORGE CARLOS RENDO
Chair
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Amounts stated in Argentine Pesos – Note 2.1.1)
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Loss for the year
Income Tax
Accrued Interest, net
Adjustments to reconcile Net Loss 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
Net Cash Flows provided by Operating Activities
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
Collection from Settlement of Government and Corporate Securities
Placements of Forward Instruments
Proceeds from Disposal of Unconsolidated Affiliates
Payment of capital contributions
Transactions with Securities, Bonds and Other Placements, Net
December 31,
2023
(11,361,557,800)
(4,247,349,515)
1,283,070,657
6,651,181,815
1,840,736,298
691,752,126
110,544,093
4,400,955,076
3,371,527,868
478,998,270
35,256,439
15,624,326,687
(115,872,416)
(39,399,850,778)
(5,916,987,610)
5,653,944,860
(1,313,099,066)
39,279,124,059
365,143,566
1,653,626,878
(3,287,303,538)
(728,016,712)
15,070,151,257
(6,325,986,413)
(1,745,332,980)
255,515,920
285,652,906
2,599,840,893
-
619,072
(1,446,240)
(2,895,056,593)
December 31, 2022
(4,272,908,219)
4,022,442,856
1,141,138,151
7,023,326,124
1,732,322,665
602,198,308
55,272,045
3,411,528,696
4,646,442,156
(1,361,776,614)
273,945,345
14,051,004,363
110,176,264
(33,647,844,206)
(9,709,893,093)
(2,928,629,327)
210,976,648
26,900,208,868
2,987,647,721
6,338,976,478
(791,336,081)
(4,295,324,036)
16,499,895,112
(7,878,261,441)
(1,492,802,501)
66,630,794
621,539,397
866,026,959
(3,493,737,028)
293,844,028
(1,226,112,709)
(3,785,572,587)
Net Cash Flows used in Investment Activities
(7,826,193,435)
(16,028,445,088)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Loans Obtained
Payment of Financial Debt
Payment of Interest
(Payment)/Collection of Counter Guarantee (Note 17.d)
Payment of Lease Liabilities
Payments to Non-Controlling Interests, net
Net Cash Flows provided by Financing Activities
Net Increase in Cash Flow
11,243,416,536
(5,464,263,863)
(4,775,522,105)
(229,660,847)
(528,585,909)
(48,738,435)
196,645,377
7,440,603,199
4,925,334,064
(1,540,013,276)
(1,358,578,756)
1,660,586,697
(525,990,741)
(56,385,165)
3,104,952,823
3,576,402,847
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
24,119,057,548
25,987,339,642
(95,017,360)
-
(5,450,942,926)
6,257,985
Cash and Cash Equivalents at the Closing of the Year (Note 2.25)
31,464,643,387
24,119,057,548
The accompanying notes are an integral part of these Consolidated Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
Dr. R. Sergio Cravero
Certified Public Accountant (UCA)
C.P.C.E.C.A.B.A. Vol. 265 Fol. 92
- 6 -
JORGE CARLOS RENDO
Chair
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
INDEX OF THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
INCOME TAX
SEGMENT INFORMATION
1. GENERAL INFORMATION
2. BASIS FOR THE PREPARATION AND PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS.
3. ACCOUNTING ESTIMATES AND JUDGMENTS
4.
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. EQUITY INTERESTS IN OTHER ENTITIES AND OTHER RELEVANT EVENTS ABOUT CONTROLLED COMPANIES
13. 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. MACROECONOMIC SCENARIO
21. LAW No. 26,831 CAPITAL MARKETS
22. APPROVAL OF FINANCIAL STATEMENTS
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 7 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023,
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, 2023:
− 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 IFRS Accounting 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, 2023, 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 8 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
622/13. That information is included in the Notes to these Consolidated Financial Statements, as provided
under IFRS and CNV rules.
These Consolidated Financial Statements have been prepared based on restated historical cost, as mentioned
in Note 2.1.1, except for the valuation of financial instruments (see Note 2.22). In general, the historical cost is
based on the fair value of the consideration granted in exchange for the assets.
Certain figures reported in the financial statements presented on a comparative basis were reclassified in order
to maintain the consistency in the disclosure of the figures corresponding to this year.
The attached consolidated information, approved by the Board of Directors at the meeting held on March 08,
2024, 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, 2023.
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:
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 9 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
General Price Index (December 2016=100)
Variation of Prices
Annual
Accumulated over 3 years
As of
December 31,
2021
582.46
As of
December 31,
2022
1,134.59
As of
December 31,
2023
3,533.19
50.9%
216.1%
94.8%
300.3%
211.4%
815.6%
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.
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, 2024 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 10 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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:
.
Direct or Indirect Interest in the Capital Stock and
Votes (%)
Companies
December 31, 2023
December 31, 2022
AGEA
CIMECO
ARTEAR (1)
IESA
Radio Mitre
GCGC
100.0%
100.0%
99.3%
100.0%
100.0%
100.0%
100.0%
100.0%
99.3%
100.0%
100.0%
100.0%
(1) Interest in votes amounts to 99.7%.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 11 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 12 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, 2023 do not include balances from interests in joint
ventures.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 13 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
initially recognizes any non-controlling interest as per its share in the amounts recognized for the net identifiable
assets of the acquired company.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 14 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
- 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 15 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 16 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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: 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. The
current brackets for fiscal year 2023 are the following: 25% for annual taxable income of up to $14.3 million;
30% for annual taxable income exceeding $14.3 million up to $143 million; and 35% for annual taxable income
exceeding $ 143 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 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 17 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 return of newspapers, magazines, and periodical publications provided to entities
engaged in editorial production do not qualify for VAT exemption.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 18 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
(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 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 19 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 20 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 $ 33,000 million as of December
31, 2023.
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 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:
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 21 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 22 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 23 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 24 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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 (1)
Total
December 31, 2023
December 31, 2022
14,600,684,351
6,670,342,661
16,863,959,036
31,464,643,387
17,448,714,887
24,119,057,548
(1) As of December 31, 2022, it does not include $1,376 million in fixed-term deposits and $25 million in government securities.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 25 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
In the years ended December 31, 2023 and 2022, the following significant transactions were carried out, which
did not have an impact on cash and cash equivalents:
New right-of-use assets owed
Settlement of Dividends to Minority Interests through
Settlement of Debt
Settlement of trade payables through the sale of
property plant and equipment
2.26 Distribution of Dividends
December 31,
2023
December 31,
2022
921,862,883
437,229,800
58,182,708
83,618,006
-
15,292,470
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 26 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
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:
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 27 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
− 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, 2023 and 2022 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 28 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Information arising from Consolidated Income
Statements as of December 31, 2023
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, 2023
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
60,396,633,453
108,046,543,238
55,800,359,279
99,824,039,633
4,806,132,224
8,597,929,114
-
216,468,511,985
98,227,355
175,723,804
565,771,385
1,012,136,586
3,651,642,211
6,532,604,477
(7,720,464,867)
-
60,494,860,808
108,222,267,042
56,366,130,664
100,836,176,219
8,457,774,435
15,130,533,591
(7,720,464,867)
216,468,511,985
(34,576,380,200)
(61,855,407,243)
(36,217,841,832)
(64,791,899,644)
(5,539,866,340)
(9,910,542,589)
250,874,154
(136,306,975,322)
25,918,480,608
46,366,859,799
20,148,288,832
36,044,276,575
2,917,908,095
5,219,991,002
(7,469,590,713)
80,161,536,663
(12,565,138,379)
(9,715,170,072)
3,638,172,157
(22,478,401,354)
(17,379,951,220)
6,508,507,225
(2,466,384,908)
(12,475,629,765)
(4,412,238,702)
(20,424,795,503)
5,206,274,159
11,207,242,370
(235,651,611)
(2,916,517,482)
(234,260,998)
(421,568,895)
(5,217,503,264)
(419,081,157)
1,171,299,452
6,298,291,261
-
(26,140,909,499)
(36,723,958,726)
17,296,668,438
(6,651,181,815)
(1,840,736,298)
(691,752,126)
(110,544,093)
1,028,494,973
(14,335,130,396)
(15,624,326,687)
5,798,598,959
(24,160,858,124)
(478,998,270)
4,247,349,515
(11,361,557,800)
-
-
6,325,986,413
1,745,332,980
810,231,211
1,449,462,936
2,713,675,575
4,854,629,283
12,238,574
21,894,194
Payments for Acquisition of Intangible Assets
612,782,397
1,096,236,926
285,593,841
510,913,034
77,242,538
138,183,020
(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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 29 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
Payments for Acquisition of Intangible Assets
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
102,435,199,785
28,327,079,820
118,322,340,556
2,012,707,480
8,407,088,248
-
229,164,628,589
236,130,320
986,317,416
201,587,382
842,031,405
1,897,357,928
7,925,272,647
(9,753,621,468)
-
24,759,733,108
103,421,517,201
28,528,667,202
119,164,371,961
3,910,065,408
16,332,360,895
(9,753,621,468)
229,164,628,589
(13,506,107,395)
(56,415,071,689)
(16,984,018,203)
(70,942,320,865)
(2,476,161,466)
(10,342,937,644)
1,704,627,094
(135,995,703,104)
11,253,625,713
47,006,445,512
11,544,648,999
48,222,051,096
1,433,903,942
5,989,423,251
(8,048,994,374)
93,168,925,485
(5,567,510,810)
(4,050,840,010)
1,635,274,893
(23,255,517,840)
(16,920,377,048)
6,830,550,624
(1,244,637,545)
(4,587,892,161)
5,712,119,293
(5,198,856,654)
(19,163,646,311)
23,859,548,131
(107,428,335)
(1,358,723,936)
(32,248,329)
(448,728,640)
(5,675,396,027)
(134,701,416)
1,141,983,766
6,907,010,608
-
(27,761,119,368)
(34,852,408,778)
30,555,397,339
(7,023,326,124)
(1,732,322,665)
(602,198,308)
(55,272,045)
(428,545,926)
(5,729,526,352)
(14,051,004,363)
(2,545,443,533)
(22,325,974,248)
1,361,776,614
(4,022,442,856)
(4,272,908,219)
179,539,615
239,329,323
749,938,125
999,680,130
1,653,703,260
6,907,525,997
47,905,534
200,101,633
52,882,417
70,150,927
220,797,319
293,020,738
-
-
7,878,261,441
1,492,802,501
(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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 30 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
Period
Additions
Retirements
Transfers
Balances as of
December 31, 2023
Original value
Real Property
79,813,673,242
13,354,985
-
1,943,854,647
81,770,882,874
Furniture and Fixtures
12,793,391,591
183,531,923
(466,323)
Telecommunication, Audio and
Video Equipment
49,925,619,737
1,549,581,966
(56,942,933)
-
-
12,976,457,191
51,418,258,770
Computer Equipment
64,136,714,245
1,488,664,612
(37,679,373)
1,783,469
65,589,482,953
Technical Equipment
8,010,324,860
94,466,841
-
Workshop Machinery
41,310,819,716
233,148,464
(1,516,325,855)
Tools
Spare Parts
Installations
Vehicles
11,826,527
2,507,757,836
-
-
45,279,369,253
101,787,308
-
-
-
2,198,013,663
6,459,094
(4,600,087)
-
-
-
-
-
-
8,104,791,701
40,027,642,325
11,826,527
2,507,757,836
45,381,156,561
2,199,872,670
Works-In-Progress
3,653,200,983
2,578,544,178
Leasehold Improvements
Allowance for Impairment of
Property, Plant and Equipment
and Obsolescence of Materials
6,610,587,100
76,447,042
(9,805,381)
-
-
-
-
(1,956,519,992)
4,275,225,169
-
-
6,687,034,142
(9,805,381)
Total as of December 31, 2023
316,241,493,372
6,325,986,413
(1,616,014,571)
(10,881,876)
320,940,583,338
Main Account
Balance at the
Beginning of
the Period
Accumulated Depreciation
Retirements
and Transfers
For the year
Balances as of
December 31,
2023
Net Book Value
as of December
31, 2023
Real Property
41,094,828,511
- 1,483,558,840
42,578,387,351
39,192,495,523
Furniture and Fixtures
12,139,418,705
(195,577)
202,116,313
12,341,339,441
635,117,750
Telecommunication, Audio and
Video Equipment
44,947,895,148
(39,858,645)
1,484,151,747
46,392,188,250
5,026,070,520
Computer Equipment
61,561,722,045
(16,444,578)
1,903,700,841
63,448,978,308
2,140,504,645
Technical Equipment
7,161,016,867
-
339,405,776
7,500,422,643
604,369,058
Workshop Machinery
40,542,963,870
(1,409,385,510)
239,101,049
39,372,679,409
654,962,916
Tools
Spare Parts
Installations
Vehicles
Works-In-Progress
Leasehold Improvements
Allowance for Impairment of
Property, Plant and Equipment
and Obsolescence of Materials
11,173,471
2,460,860,025
-
-
88,122
11,261,593
564,934
80
2,460,860,105
46,897,731
42,715,607,144
(5,069)
733,819,838
43,449,421,913
1,931,734,648
1,906,579,974
-
6,179,071,231
(3,992,825)
-
-
-
-
90,745,437
1,997,325,411
202,547,259
-
-
4,275,225,169
174,493,772
6,353,565,003
333,469,139
-
(3,992,825)
(5,812,556)
Total as of December 31, 2023
260,717,144,166
(1,465,889,379)
6,651,181,815 265,902,436,602
55,038,146,736
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 31 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Original value
Balance at the
Beginning of the
Period
Consolidation
/
Deconsolidati
on of
Subsidiaries (2)
Additions
Retirements
Transfers
Balances as of
December 31,
2022
88,301,202,090
-
28,159,780
-
(8,515,688,628)
79,813,673,242
Main Account
Real Property (1)
Furniture and Fixtures
12,697,801,200
(53,841,320)
157,001,962
(4,190,712)
(3,379,539)
12,793,391,591
Telecommunication, Audio and
Video Equipment
Computer Equipment
Technical Equipment
Workshop Machinery
Tools
Spare Parts
Installations
Vehicles
46,286,852,128
4,523,121
3,634,244,488
-
-
49,925,619,737
63,122,586,261
(14,712,196)
1,233,142,752
(75,127,957)
(129,174,615)
64,136,714,245
7,798,977,428
(2,293,253)
172,756,863
(6,750,944)
47,634,766
8,010,324,860
44,238,017,175
84,436,759
-
-
18,406,708
678,573
2,507,758,179
(343)
-
-
-
-
(2,945,604,167)
41,310,819,716
(73,288,805)
11,826,527
-
2,507,757,836
44,833,483,310
-
166,792,886
(2,665,316)
281,758,373
45,279,369,253
1,414,651,651
(2,061,393,687)
503,825,779
(69,145,392)
2,410,075,312
2,198,013,663
Works-In-Progress
2,792,142,530
Leasehold Improvements
6,548,695,802
-
-
1,900,954,062
-
(1,039,895,609)
3,653,200,983
62,297,588
(3,716,432)
3,310,142
6,610,587,100
Allowance for Impairment of
Property, Plant and Equipment
and Obsolescence of Materials
-
(9,805,381)
-
-
-
(9,805,381)
Total as of December 31, 2022
320,626,604,513
(2,137,523,059)
7,878,261,441
(161,596,753)
(9,964,252,770) 316,241,493,372
Main Account
Balance at the
Beginning of the
Period
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
43,544,245,479
12,038,360,896
43,620,114,433
-
-
-
-
(3,982,224,950)
1,532,807,982
41,094,828,511
38,718,844,731
(44,883,791)
(4,175,619)
150,117,219
12,139,418,705
653,972,886
814,231
-
1,326,966,484
44,947,895,148
4,977,724,589
Computer Equipment
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
59,386,435,475
(71,635,601)
(16,705,787)
(28,613,174)
2,292,241,132
61,561,722,045
2,574,992,200
6,842,905,205
42,498,094,759
21,583,527
2,460,859,804
41,843,870,928
1,224,874,356
-
6,035,453,834
-
-
-
-
-
-
-
-
-
-
(1,621,721)
(4,378,637)
324,112,020
7,161,016,867
849,307,993
-
-
-
-
(2,180,542,368)
225,411,479
40,542,963,870
767,855,846
(10,519,061)
109,005
11,173,471
653,056
-
221
2,460,860,025
46,897,811
(266,531)
872,002,747
42,715,607,144
2,563,762,109
(1,633,623,220)
2,158,571,282
156,757,556
1,906,579,974
291,433,689
-
-
(3,175,707)
-
-
-
-
-
3,653,200,983
143,617,397
6,179,071,231
431,515,869
(817,118)
(3,992,825)
(5,812,556)
Total as of December 31, 2022
259,516,798,696
(71,635,601)
(1,699,195,995)
(4,052,149,058)
7,023,326,124
260,717,144,166
55,524,349,206
(1) During fiscal year 2022, 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 32 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
Balance at the
Beginning of
the Period
Cumulative
translation
adjustment
Exploitation Rights and Licenses
1,613,216,357
Exclusivity Agreements
Other Rights
Software
2,221,351,611
7,622,718,683
25,518,376,141
-
-
-
-
Original value
Additions
Retirements
Transfers
-
-
495,376,213
-
-
-
Balances as of
December 31,
2023
-
-
-
1,613,216,357
2,221,351,611
8,118,094,896
210,537,239
(21,617,780)
609,601,055 26,316,896,655
Trademarks and Patents
1,393,063,678
34,633,788
20,164,592 (289,457,072)
-
1,158,404,986
Projects in-Progress
Deferred Charges and Other
Allowance for Impairment of
Intangible Assets
3,212,988,330
7,317,231,796
(1,550,279,571)
-
-
-
1,019,254,936
-
-
-
-
-
(598,719,179)
3,633,524,087
-
-
7,317,231,796
(1,550,279,571)
Total as of December 31, 2023
47,348,667,025
34,633,788 1,745,332,980 (311,074,852)
10,881,876 48,828,440,817
Accumulated Depreciation
Main Account
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
Software
Balance at the
Beginning of the
Period
Cumulative
translation
adjustment
1,589,477,889
2,154,630,652
7,442,005,390
23,730,572,667
-
-
-
-
Retirements
and Transfers
For the year
Balances as of
December 31, 2023
Net Book Value as of
December 31, 2023
-
-
-
-
56,735,834
169,692,971
1,589,477,889
2,211,366,486
7,611,698,361
23,738,468
9,985,125
506,396,535
- 1,499,397,177
25,229,969,844
1,086,926,811
Trademarks and Patents
1,224,011,457 34,633,788
(289,457,072)
43,818,525
1,013,006,698
145,398,288
Projects in-Progress
Other
Allowance for Impairment of
Intangible Assets
-
6,495,344,302
(38,512,073)
-
-
-
-
-
-
-
-
3,633,524,087
70,771,281
6,566,115,583
751,116,213
-
(38,512,073)
(1,511,767,498)
Total as of December 31, 2023
42,597,530,284 34,633,788
(289,457,072) 1,840,415,788
44,183,122,788
4,645,318,029
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 33 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Original value
Main Account
Exploitation Rights and
Licenses
Exclusivity Agreements
Other Rights
Acquisition Value of Subscriber
Portfolio
Software
Balance at the
Beginning of the
Period
Cumulative
translation
adjustment
1,574,330,336
2,221,351,611
7,460,373,969
-
24,006,906,349
Consolidation of
companies (1)
38,886,021
-
-
-
-
-
-
-
-
-
-
-
162,344,714
-
304,396,690
Trademarks and Patents
1,275,067,454
(32,748,553)
114,697,620
36,047,157
Projects in-Progress
Other
Allowance for Impairment of
Intangible Assets
1,909,547,125
7,314,808,764
-
-
-
-
1,396,695,930
987,590,908
-
2,423,032
Additions
Retirements
Transfers
Balances as of
December 31,
2022
-
-
-
1,613,216,357
2,221,351,611
7,622,718,683
-
-
-
-
-
(25,034) 1,207,098,1
36
-
(1,080,845,6
33)
-
-
-
-
-
25,518,376,141
1,393,063,678
3,212,988,330
7,317,231,796
(1,550,279,571)
-
-
-
(1,550,279,571)
Total as of December 31, 2022
45,762,385,608
(32,748,553)
-
1,492,802,501
(25,034) 126,252,503
47,348,667,025
Accumulated Depreciation
Main Account
Balance at the
Beginning of
the Period
Cumulative
translation
adjustment
Exploitation Rights and Licenses
Exclusivity Agreements
Other Rights
1,574,330,336
2,071,520,455
7,303,415,100
Acquisition Value of Subscriber Portfolio
-
-
-
-
-
Software
22,342,389,301
71,635,601
Consolidation (1)
11,907,226
-
-
-
-
Trademarks and Patents
1,189,341,554
(32,748,556)
20,178,290
Projects in-Progress
Other
-
6,347,594,416
Allowance for Impairment of Intangible
Assets
-
-
-
-
-
-
(32,085,516)
Total as of December 31, 2022
40,828,591,162
38,887,045
-
(1)
Corresponds to additions from consolidation of companies.
Retirements
and
Transfers
For the year
Balances as of
December 31,
2022
Net Book Value
as of
December 31,
2022
-
-
-
-
-
-
-
-
-
-
3,240,327
1,589,477,889
23,738,468
83,110,197
2,154,630,652
66,720,959
138,590,290
7,442,005,390
180,713,293
-
-
-
1,316,547,765 23,730,572,667
1,787,803,474
47,240,169
1,224,011,457
169,052,221
-
-
3,212,988,330
147,749,886
6,495,344,302
821,887,494
(6,426,557)
(38,512,073)
(1,511,767,498)
1,730,052,077 42,597,530,284
4,751,136,741
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 34 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
5.3 Investment Properties
Main Account
Real Property
Total as of December 31, 2023
Main Account
Real Property
Total as of December 31, 2023
Main Account
Real Property (1)
Total as of December 31, 2022
Main Account
Real Property (1)
Total as of December 31, 2022
Balance at the
Beginning of the
Period
9,838,000,270
9,838,000,270
Balance at the
Beginning of the
Period
4,037,496,997
4,037,496,997
Balance at the
Beginning of the
Period
Original value
Additions
Retirements
Transfers
-
-
-
-
Balances as of
December 31,
2023
-
-
9,838,000,270
9,838,000,270
Accumulated Depreciation
Retirements and
Transfers
For the year
Balances as of
December 31,
2023
Net Book Value
as of
December 31,
2023
-
-
110,544,093
4,148,041,090
5,689,959,180
110,544,093
4,148,041,090
5,689,959,180
Original value
Additions
Retirements
Transfers
Balances as of
December 31,
2022
-
-
-
-
-
-
9,838,000,270
9,838,000,270
9,838,000,270
9,838,000,270
Accumulated Depreciation
Balance at the
Beginning of the
Period
Retirements and
Transfers
For the year
Balances as of
December 31,
2022
Net Book Value
as of
December 31,
2022
-
-
3,982,224,952
55,272,045
4,037,496,997
5,800,503,273
3,982,224,952
55,272,045
4,037,496,997
5,800,503,273
(1)
During 2022, 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:
Item
Real Property
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 35 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 16.82% and 15.68%, 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
Other
Total
Net Balances
As of December
31, 2023
Net Balances
as of December
31, 2022
166,753,846
166,753,846
166,753,846
166,753,846
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
Exponenciar
Ríos de Tinta
Patagonik
Other Interests in Joint
Operations
Main Business Activity
Country
Interest (%)
(1)
Value Recorded
as of December
31, 2023
Value Recorded
as of December
31, 2022
Manufacturing of Newsprint
Postal services
Argentina
Argentina
49.00
30.00
17,610,280,960
1,074,002,691
304,989,231
16,116,985,455
855,951,750
327,349,467
Production and exploitation of sports
events, advertising agency and
financial and investing operations
Audiovisual production and sale of
advertising
Variable printing
Printing
Organization, holding, production
and commercial exploitation of
exhibitions and events, and/or
promotion and/or advertising for the
purposes of promoting various
activities
Editorial activities
Film producer
Argentina
50.00
5,214,021,099
8,320,506,118
Argentina
Argentina
Argentina
64.99
50.00
50.00
880,444,798
693,302,892
403,280,782
664,222,514
773,812,435
431,829,251
Argentina
Mexico
Argentina
50.00
50.00
33.33
585,774,325
2,036,286,700
436,698,506
311,972,160
995,316,885
612,856,063
212,475
1,245,631
29,239,294,459
29,412,047,729
(1)
Equity participation in capital and votes.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 36 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Equity in Earnings from Associates
Papel Prensa
TRISA
AGL
Canal Rural
Ríos de Tinta
Impripost
BIMO (1)
URBANO
Other Companies
(1) See Note 12
December 31,
2023
December 31,
2022
1,630,319,773
4,856,356,402
(2,997,002,638)
(1,481,427,041)
(28,548,468)
382,499,949
254,887,475
(80,509,434)
(69,782,862)
173,367,499
223,442,122
(33,994,056)
-
(2,338,671,090)
218,051,064
141,304,009
67,454,053
(34,968,413)
(478,998,270)
1,361,776,614
The following is a detail of certain supplementary information required by IFRS about interests in associates
(amounts stated in millions of Argentine pesos):
Dividends received
Summarized financial information:
Current Assets
Non-Current Assets
Current Liabilities
Non-Current Liabilities
Revenues
Net Income (Loss) from Continuing Operations
Total Comprehensive (Loss) / Income
December 31,
2023
December 31,
2022
33
18,499
4,651
18,629
612
53,487
795
795
50
33,987
45,450
13,823
29,736
125,388
10,304
10,304
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 37 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
Revenues
Depreciation and Amortization
Interest Income
Interest on Financial Debt
Income Tax
Net Income (Loss) from Continuing Operations
Total Comprehensive (Loss) / Income
December 31,
2023
276
December 31,
2022
582
15,923
18,870
34,793
9,529
1,612
18,915
20,527
3,899
737
4,636
55,020
(905)
436
(270)
(829)
(4,434)
(4,434)
15,592
18,728
34,320
9,028
1,703
14,972
16,675
2,111
993
3,104
67,367
(1,046)
246
(315)
(1,348)
(2,644)
(2,644)
5.6 Other Investments
Non-Current
Financial Instruments
Current
Financial Instruments
Securities
Mutual Funds
December 31,
2023
December 31,
2022
2,069,175,172
1,408,647,204
2,069,175,172
1,408,647,204
6,616,106,928
3,369,994,729
6,877,857,379
16,863,959,036
10,388,111,764
2,556,175,761
5,906,482,104
18,850,769,629
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 38 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
December 31,
2023
December 31,
2022
178,191,562
178,191,562
2,398,395,292
2,398,395,292
3,872,260,351
2,463,603,555
1,396,973,242
7,732,837,148
(233,447,273)
7,499,389,875
5,557,297,011
1,696,673,026
6,821,552,361
14,075,522,398
(210,975,336)
13,864,547,062
December 31,
2023
December 31,
2022
39,584,631
331,331,621
370,916,252
35,059,543
339,230,771
374,290,314
2,840,563,590
2,840,563,590
1,544,972,948
1,544,972,948
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 39 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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)
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
December 31,
2023
December 31,
2022
687,134,357
2,604,151
1,125,762
4,200
1,047,776
(4,633,699)
687,282,547
258,277,511
4,587,056
5,289,178
13,079
153,591,461
(14,429,693)
407,328,592
5,318,944,098
150,375,837
563,743,560
2,073,686,896
174,959,357
342,951,023
553,842,258
(36,210,210)
9,142,292,819
10,689,638,079
197,558,411
1,083,344,218
3,079,100,563
274,523,174
223,061,850
693,330,528
(129,073,184)
16,111,483,639
December 31,
2023
December 31,
2022
35,317,512,197
2,506,110,003
(1,695,632,270)
36,127,989,930
56,442,432,320
2,970,828,501
(2,440,075,555)
56,973,185,266
December 31,
2023
150,407,879
14,450,276,472
14,600,684,351
December 31,
2022
150,021,184
6,520,321,477
6,670,342,661
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 40 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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,
2023
December 31,
2022
6,165,878,405
371,463,864
6,537,342,269
8,466,732,053
237,630,757
8,704,362,810
December 31,
2023
December 31,
2022
2,489,321,825
-
2,489,321,825
6,448,084,835
8,536,624
6,456,621,459
1,444,732,952
9,551,232,078
2,741,302
287,504,906
11,286,211,238
1,967,230,608
2,260,340,807
95,093,543
117,041,423
4,439,706,381
The following table details the changes in loans and indebtedness for the year ended December 31, 2023
and 2022:
2023
2022
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
10,896,327,840
11,243,416,536
5,244,349,179
8,772,282,346
(12,141,056,870)
-
(4,775,522,105)
(5,464,263,863)
10,256,288,412
4,925,334,064
2,042,460,868
3,519,343,843
(6,948,546,667)
39,352
(1,358,578,756)
(1,540,013,276)
Balances as of December 31
13,775,533,063
10,896,327,840
(1) Mostly loans for the payment of debt with upcoming maturity, and for the purchase of capital assets and inventories.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 41 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
The following table summarizes the maturities of consolidated loans (undiscounted values) at year-end:
Non-Current Financial Debt
From 1 to 2
years
Due
From 2 to 3
years
Financial Debt
1,314,843,911
1,072,308,957
Total as of December 31, 2023
1,314,843,911
1,072,308,957
From 3 to 4
years
102,168,957
102,168,957
Total Non-
Current
2,489,321,825
2,489,321,825
Due
Up to 3 months
From 3 to 6
months
From 6 to 9
months
From 9
months
to 1 year
Total Current
1,444,732,952
8,721,101,392
287,504,906
-
-
-
1,864,760
876,542
-
-
829,773,952 356,734
-
-
-
-
1,444,732,952
9,551,232,078
287,504,906
2,741,302
10,455,204,010
876,542
829,773,952 356,734
11,286,211,238
Current Financial
Debt
Bank Overdraft
Financial Debt
Loans - Interest and
Restatement
For Acquisition of
Equipment
Total as of
December 31,
2023
The following are the main items of the Company's financial debt:
5.13.1 AGEA and subsidiaries
As of December 31, 2023, AGEA and its subsidiaries held the following overdraft agreements with banking
institutions: (i) AGEA for an aggregate amount of up to $722 million, which accrue interest at a fixed nominal
annual rate between 104% and 135%, (ii) OSA for an aggregate amount of up to $194 million, which accrue
interest at a fixed nominal annual rate of 135%, (iii) CIMECO for an aggregate amount of up to $210 million,
which accrue interest at a fixed nominal annual rate of 119%, and (iv) DLA and LVI for an aggregate amount
of up to $1,188 million and $150 million, respectively, which accrue interest at a fixed nominal annual rate
between 110% and 119%. CIMECO, DLA, and LVI hold repos as collateral for $449.5 million, $340.1 million,
and $271.6 million respectively. These short-term transactions accrued interest at an annual average rate of
95.7% as of that date.
On September 05, 2019, LVI executed a loan agreement with JP Morgan Chase Bank, NA (“JPM”) for US$ 4.5
million due on July 31, 2022. As of December 31, 2023, 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 42 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 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 As of December 31, 2023, AGEA repaid two
principal installments totaling US$926,000. During January 2024, AGEA repaid the third principal installment
of US$126,000, with four equal and consecutive installments remaining, due on December 30 of each year.
During the last quarter of fiscal year 2023, DLA executed a loan agreement with JPM for US$ 1.2 million due
on September 30, 2025. On December 21, 2023, JPM disbursed the full loan amount. This loan accrues
interest at a SOFR rate plus 1.75% annually from the date of disbursement.
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. Such loan
was repaid in full during this year.
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. Such loan
was repaid in full during this year.
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.
As of December 31, 2023, the Company holds an overdraft facility agreement with banks for $ 92 million,
which accrues interest at an annual fixed nominal rate of 110%.
5.13.3 IESA and Subsidiaries
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 43 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, IESA made a partial prepayment under the loan with JP Morgan Chase Bank NA in the
amount of US$ 150,000.
On July 13, 2023, IESA repaid in full the principal under the loan held with JP Morgan Chase Bank NA,
amounting to US$966,700, plus interest.
5.13.4 Radio Mitre
During 2022, 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%.
As of December 31, 2023, Radio Mitre holds repos as collateral in the amount of $ 231 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.
On December 04, 2023, Radio Mitre executed a loan agreement with JP Morgan Chase Bank NA for US$ 1.5
million, due in December 2025. Said loan accrues interest at a rate equivalent to SOFR plus 1.75%. Interest is
calculated on outstanding balances and is payable on a quarterly basis.
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,
2023
December 31,
2022
15,394,573
15,394,573
33,940,272
33,940,272
2,023,546,761
51,239,275
27,413,726
2,102,199,762
2,224,602,108
64,992,457
51,903,692
2,341,498,257
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 44 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
5.15 Other Liabilities
Non-Current
Advances from Customers
Deposits in Guarantee
Related Parties (Note 15)
Call Options (Note 10)
Other
Current
Advances from Customers
Related Parties (Note 15)
Call Options (Note 10)
Revenues to be Accrued
Other
5.16 Trade and Other Payables
Non-Current
Employer’s Contributions
Current
Suppliers and Trade Provisions
Related Parties (Note 15)
Employer’s Contributions
December 31,
2023
December 31,
2022
72,813,427
1,618,900
2,061,547,500
-
350,768,837
2,486,748,664
-
1,109,608
1,406,808,943
1,655,069,345
31,659,093
3,094,646,989
915,175,617
392,951,985
2,425,350,000
1,962,099,766
1,939,175,532
7,634,752,900
6,115,430,878
439,754,946
-
2,517,522,356
1,538,275,755
10,610,983,935
December 31,
2023
December 31,
2022
154,231,405
154,231,405
117,450,452
117,450,452
28,947,555,923
934,163,281
12,423,870,632
42,305,589,836
31,247,524,039
1,950,784,040
19,203,914,131
52,402,222,210
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 45 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
The following table shows the changes in the item right-of-use assets:
Balances as of January 1
Additions
Retirements (1)
Amortization
2023
249,409,175
921,862,883
-
(691,752,126)
2022
424,078,520
437,229,800
(9,700,837)
(602,198,308)
Balances as of December 31
479,519,932
249,409,175
(1)
Included under Other Income and Expense, net, in the consolidated Statement of Comprehensive Income.
The following is the evolution of Lease Liabilities:
Balances as of January 1
Interest (1)
Exchange Differences (1)
Additions (2)
Gain (Loss) on Net Monetary Position
Payments
Retirements (3)
2023
219,040,425
318,498,871
-
921,862,883
(599,829,233)
(528,585,909)
-
2022
428,633,448
135,160,612
32,561,029
437,229,800
(279,360,942)
(525,990,741)
(9,192,781)
Balances as of December 31
330,987,037
219,040,425
(1) Included under financial expenses on debt in the Consolidated Statement of Comprehensive Income.
(2) Discounted at a borrowing rate of between 58% and 114% for agreements denominated in Argentine pesos.
(3) Included under Other Income and Expense, net, in the consolidated Statement of Comprehensive Income.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 46 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
5.18 Changes in Provisions and Allowances
Items
Deducted from Assets
Balance at the
Beginning of
the Period
Increases
Decreases (6)
Balances as of
December 31,
2023
Balances as of
December 31,
2022
Allowance for Bad Debts
2,583,578,432
1,415,270,616 (1)
(2,262,372,869) (1)
1,736,476,179
2,583,578,432
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)
210,975,336
205,639,224 (2)
(183,167,287)
233,447,273
210,975,336
5,812,556
1,511,767,498
2,037,784,859
-
-
-
-
-
5,812,556
5,812,556
1,511,767,498
1,511,767,498
(1,631,264,848) (3)
406,520,011
2,037,784,859
Total
6,349,918,681
1,620,909,840
(4,076,805,004)
3,894,023,517
6,349,918,681
Included in liabilities
Provisions for Lawsuits and
Contingencies
8,466,732,053
8,181,106,199 (4)
Accrual for Asset Retirements
237,630,757
133,833,107 (4)
(10,481,959,847) (4)
- (4)
6,165,878,405
8,466,732,053
371,463,864
237,630,757
Total
8,704,362,810
8,314,939,306
(10,481,959,847)
6,537,342,269
8,704,362,810
Includes net increases of $ 489 million which have been charged to Selling expenses (see Note 6.3).
(1)
(2) Charged to Impairment of Inventories and Obsolescence of Materials under Production Expenses (see Note 6.3).
(3) Charged to Income Tax
(4)
Includes $ 3,706 million corresponding to net increases which were charged to Contingencies (see Note 6.3) and $ 4,675 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)
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,
2023
93,198,527,172
66,319,211,345
11,685,986,581
31,743,212,882
4,047,867,452
9,473,706,553
216,468,511,985
December 31,
2022
108,683,674,095
65,037,802,970
5,745,986,855
36,098,401,859
4,543,267,892
9,055,494,918
229,164,628,589
(1) Includes sales executed through barter transactions as of December 31, 2023 and 2022 for $ 2,617 million and
$ 1,429 million, respectively.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 47 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
(1) Corresponds to the deconsolidation of Auto Sport as of December 31, 2022.
December 31,
2023
16,473,917,690
31,295,887,159
-
103,851,521,696
(7,911,028,710)
143,710,297,835
December 31,
2022
16,949,164,088
35,251,339,452
(132,758,749)
107,709,890,214
(16,473,917,690)
143,303,717,315
6.3. Production and Services, Selling and Administrative Expenses
Item
Fees for Services
Salaries, Social Security and Benefits to
Personnel (1)
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, 2023
Total as of December 31, 2022
Production and
Services Expenses
10,325,934,083
47,740,227,997
-
1,900,112,232
-
3,423,531,584
6,115,819,689
146,087,781
688,229,676
-
226,966,338
-
8,418,873,273
9,412,924,938
226,676,414
2,215,440,698
1,606,399,931
514,768,604
2,608,224,514
901,187,917
320,510
691,752,126
5,810,061,960
-
Selling Expenses
3,533,332,606
8,500,345,631
4,357,879,576
566,880,038
488,924,962
234,737,071
261,136,670
7,325,942,501
70,788,940
-
10,690,803
236,235,476
-
-
-
49,666,739
228,473,565
-
2,790,764
198,963,614
-
-
382,977,535
-
Administrative
Expenses
4,217,153,709
19,383,305,440
3,548,139
1,828,184,598
-
602,237,042
1,602,233,328
-
280,078,326
3,706,390,890
103,862,169
-
-
-
-
1,285,263,056
2,619,200,230
-
88,430,611
740,264,257
-
-
Total as of
December 31,
2023
18,076,420,398
75,623,879,068
4,361,427,715
4,295,176,868
488,924,962
4,260,505,697
7,979,189,687
7,472,030,282
1,039,096,942
3,706,390,890
341,519,310
236,235,476
8,418,873,273
9,412,924,938
226,676,414
3,550,370,493
4,454,073,726
514,768,604
2,699,445,889
1,840,415,788
320,510
691,752,126
Total
December 31,
2022
18,704,905,962
82,062,766,360
4,678,639,028
4,377,972,506
830,171,641
4,433,679,033
7,561,831,464
7,947,789,820
1,063,901,840
2,481,037,998
325,285,522
251,503,613
10,694,578,568
6,111,686,662
414,455,936
4,221,906,944
1,357,266,161
574,267,026
3,071,001,747
1,730,052,077
2,270,588
602,198,308
458,142,320
110,544,093
6,651,181,815
110,544,093
7,023,326,124
55,272,045
205,639,224
672,342,207
103,851,521,696
107,709,890,214
-
273,084,157
26,722,850,648
-
1,004,071,188
38,032,909,396
28,358,879,326
36,359,753,751
205,639,224
1,949,497,552
168,607,281,74
0
100,319,057
1,750,437,261
172,428,523,291
(1) As of December 31, 2023 and 2022, it includes a recovery corresponding to the allocation of employer's contributions as a tax credit against VAT by
certain subsidiaries, for approximately $ 7,407 million and $ 5,160 million, respectively.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 48 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
6.4 Financial Expenses on Debt
Interest
Exchange Differences
Total
6.5 Other Financial Results, net
Exchange Differences, net
Interest
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,
2023
(5,562,848,050)
(8,772,282,346)
(14,335,130,396)
December 31,
2022
(2,177,621,480)
(3,551,904,872)
(5,729,526,352)
December 31,
2023
5,747,949,747
4,279,777,393
(8,012,494)
(2,457,046,879)
(1,764,068,808)
5,798,598,959
December 31,
2022
2,757,181,650
1,036,483,329
(43,115,952)
(2,562,824,115)
(3,733,168,445)
(2,545,443,533)
December 31,
2023
December 31,
2022
(119,398,580)
(35,256,439)
1,183,149,992
1,028,494,973
(44,936,614)
(273,945,345)
(109,663,967)
(428,545,926)
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 49 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, 2023 and 2022 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
Unrecognized Deferred Tax Assets (2)
Total Income Tax
Deferred Tax
Current Tax
Total
December
31, 2023
(15,608,907)
33%
December
31, 2022
(250,465)
31%
5,169,219
77,553
(36,257)
(4,429,403)
2,947,822
345,404
2,706
549,345
(3,796,442)
(214,417)
(360,224)
411,273
3,999,491
(3,332,912)
247,859
(689,531)
4,247,350
(4,022,443)
5,923,298
(1,675,948)
(3,051,957)
(970,486)
4,247,350
(4,022,443)
(1) 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.
(2) As of December 31, 2023, it corresponds to net recoveries of Deferred Tax Assets not recognized in previous fiscal years.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 50 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, 2023
December
31, 2022
Changes
11,212,985
2,139,143
691,409
173,322
1,530,285
508,151
16,255,295
5,296,842
2,818,837
922,502
5,916,143
(679,694)
(231,093)
1,225,679
861,693
527,431
11,652,984
(1,052,357)
668,592
(19,280)
4,602,311
(6,611,989)
(97,822)
(401,013)
(205,334)
(1,020,319)
(8,336,477)
(7,116,969)
(5,088)
(219,714)
(91,429)
(592,999)
(8,026,199)
504,980
(92,734)
(181,299)
(113,905)
(427,322)
(310,281)
(406,520)
(8,742,997)
7,512,298
(2,037,785)
(10,063,984)
1,589,000
1,631,265
1,320,987
5,923,298
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,
2023
December 31,
2022
9,316,232
(1,803,934)
7,512,298
5,989,061
(4,400,061)
1,589,000
As of December 31, 2023, the Company’s and its subsidiaries’ accumulated consolidated tax loss
carryforwards amounted to approximately $ 32,887 million, which calculated at the tax rate that will be in
effect at the time each company expects it will use them amount to $ 11,213 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
2024
2025
2026
2027
2028
Tax
Loss Carryforwards
430,694
829,587
887,658
1,935,806
28,803,564
The Company estimates that the tax loss carryforwards are recoverable for the net amounts disclosed.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 51 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 8 - PROVISIONS AND OTHER CONTINGENCIES
8.1 Claims and Disputes with Governmental Agencies
a. On July 12, 2013, the Company was served notice of Resolution No. 17,131 dated 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 was, among other things, null and void, because it lacked sufficient grounds and its enactment
was 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 V of the National Court of Appeals on Federal Administrative
Matters issued an injunction, whereby it suspended the effects of Resolution No. 17,131/2013 dated July
11, 2013. On July 5, 2022 Chamber V of the National Court of Appeals on Federal Administrative Matters
notified the Company of the decision rendered in re “Grupo Clarín S.A. v. CNV – Resol No. 17,131/13
(File 737/13)” File No. 29,563/2013, whereby it admitted the direct appeal and ordered the nullity of
Resolution No. 17,131/2013, which had rendered irregular and with no effect for administrative purposes
the Company’s Annual Ordinary Shareholders’ Meeting held on April 25, 2013. Said decision became
final because the CNV did not file an extraordinary appeal.
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 the National Court of First Instance on Commercial Matters
No. 17, Clerk’s Office No. 34. This claim seeks to nullify and challenge the corporate decisions made at
the Shareholders' Meeting held on April 25, 2013 and those made at the Board of Directors’ Meeting
held on April 26, 2013. As of the date of these Financial Statements, 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 52 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, 2023 would amount to approximately $
12.3 million for taxes and $ 82.8 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 53 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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 General 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. On September 25, 2023, the CNV served notice
of Resolution RRFCO 2023 258 APN CNV dated September 20, 2023, which decreed that the claim had
exceeded the applicable statute of limitations in relation to the parties subject to the summary
proceedings.
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 had to state whether she fell within the grounds for recusation
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 54 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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. On March 22, 2023, the Chamber acknowledged the filing of the
appeals and ordered the claimants to pay the court costs, and the bono de derecho fijo [a mandatory fee
to support Argentina’s Bar Association's activities]. On May 23, 2023, the Company complied with such
payments. On August 1, 2023, the appellant requested the Chamber to render a decision. On September
18, 2023, following the Prosecutor's Opinion, the case was moved to judgment.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 55 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, and on February 28, 2023, the payment made by Telecom
Argentina S.A. was acknowledged. On June 9, 2023, the Chamber returned to the CNV the case file
"Cablevisión S.A. and others vs. National Securities Commission on Appeal of administrative resolution"
in paper format.
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 $ 102.8 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 56 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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. As a result,
with the CNV resolution being final as of the date of issuance of these financial statements, the case file
was closed.
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 $ 7.9 million for late-payment interest and fines, calculated as of December 31, 2023.
The official value-added tax assessment amounts to $ 0.8 million for tax differences and $ 4.3 million for
late-payment interest and fines, calculated as of December 31, 2023.
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 $ 6.7
million for late-payment interest and fines, calculated as of December 31, 2023.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 57 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
The official value-added tax assessment amounts to $ 0.5 million for tax differences and $ 2.6 million for
late-payment interest and fines, calculated as of December 31, 2023.
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 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. On April 27, 2023, Chamber II rendered a decision whereby it: i) granted the appeals filed by the
claimants and, consequently, revoked the Joint Confidential Resolution No. RRFCO-2020-112-APN-
DIR#CNV issued on March 11, 2020, whereby the CNV had imposed a fine on Grupo Clarín S.A. and, on
a joint and several basis, on its Directors, members of the Audit Committee and members of the
Supervisory Committee, in all cases referring to permanent members in office at the time of the
occurrence of the events that motivated the proceedings, for having violated the guarantees of
reasonable timeframe and due process protected by the Argentine National Constitution and the
American Convention on Human Rights, and ii) awarded the costs of the appeal to the CNV. On May 22,
2023, the CNV filed an extraordinary appeal against the decision rendered on April 27, 2023. On July 14,
2023, the claimants answered the extraordinary appeal. 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. As of the date of these financial statements, a
decision has not been rendered on the extraordinary appeal. On September 1, 2023, the Chamber
dismissed the extraordinary appeal and, on September 12, 2023, the CNV filed a direct appeal, which is
pending resolution as of the date of these financial statements.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 58 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 $ 37 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 $ 20.1 million in tax differences, with an estimated $ 54.7 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. On April 11, 2023, Pol-Ka filed an appeal against the tax assessment.
On June 12, 2023, the Tax Authorities submitted the file to Chamber 3 of the Federal Court of Appeals.
If AFIP’s assessment prevailed, considering Pol-ka's position regarding the above-mentioned periods,
the maximum contingency would amount to $378 million as of December 31, 2023.
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.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 59 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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. On May 30, 2023, the file was submitted
to Chamber II of the Court of Appeals on Federal Civil and Commercial Matters in re “ARTE
RADIOTELEVISIVO ARGENTINO S.A. AND OTHER V. NATIONAL GOVERNMENT. MINISTRY OF
ECONOMY. SECRETARIAT OF TRADE. CNDC ON APPEAL FILED AGAINST RESOLUTION ISSUED BY
THE NATIONAL ANTITRUST COMMISSION” (file 7331/2023) and is currently pending before such
chamber.
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.
l. On September 5, 2023, ARTEAR was notified of the claim filed in re "ASOCIACION DE DEFENSA DEL
ASEGURADO CONSUMIDORES Y USUARIOS-ADACU- ASOCIACIÓN CIVIL v. TELECOM ARGENTINA
S.A. and OTHER on Ordinary Proceeding" File No. 003062/2023, pending before Clerk’s Office No. 51
of the National Court of First Instance on Commercial Matters No. 26. The claim is grounded on the fine
imposed by the CNDC described in Note 8.1.k to these Consolidated Financial Statements.
The claim brought by ADACU seeks the reimbursement to users who paid for service packs or plans that
included PAY TELEVISION (either as one of the services included in the relevant plan or as a single
service), in the relevant area of the Autonomous City of Buenos Aires, boroughs of the AMBA region
(Metropolitan Area of Buenos Aires), the City of Rosario, and the City of Córdoba, from December 1, 2017
to July 31, 2021, of 1.21% as compensatory damages and 2% as punitive damages, for all amounts paid
by consumers in the relevant area of the contested plans during the disputed period, plus interest,
alleging that the fixing of prices qualifies as an anti-competitive practice.
On September 26, 2023, a response was filed in due time and form.
ARTEAR and its legal advisors believe that they have sound grounds for the claim brought by ADACU to
be dismissed, especially since ARTEAR does not have any subscribers who pay for any services; instead,
users are subscribed to the services rendered by the cable operators.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 60 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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.
d. 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 61 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
1. 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. 17,615/97,564, 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 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 point 2 above.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 62 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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%).
Pursuant to Article 11 of Emergency Decree No. 70/2023, published in the Official Gazette of Argentina on
December 21, 2023, the National Government repealed Law No. 26,736.
2. 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,
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 63 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
2016 and March 31, 2017. On October 4, 2017, the Court of Appeals on Commercial Matters rendered a
decision on more than 90 proceedings declaring them moot as requested by Papel Prensa 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.
3. 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.
4. 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.
5. 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 64 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 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 was under the jurisdiction of the Secretariat of
Public Innovation under the Chief of the Cabinet of Ministers.
Pursuant to Decree No. 111/2024 (which amended Decree No. 50/2019), published in the Official Gazette
on February 2, 2024, the National Government modified the organizational structure of the National Public
Administration. Consequently, the ENACOM is under the jurisdiction of the Chief of Cabinet of Ministers.
Notwithstanding the foregoing, through Decree No. 89/2024, published in the Official Gazette on January
29, 2024, the National Government ordered the intervention of the ENACOM for a period of 180 days.
Pursuant to said Decree, the powers established for the Enforcement Authority under Laws Nos. 26,522 and
27,078 are jointly assigned to the Intervenor and the Deputy Intervenors. The period during which the
Regulatory Authority will be subject to intervention may be renewed only once.
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;
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 65 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
Subsequently, through Decree No. 70/2023 published in the Official Gazette on December 21, 2023, the
National Government once again amended the multiple license regime, eliminating the limit of audiovisual
communication services set at the national level (15 broadcast television and radio services).
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.
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:
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 66 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
•
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 licenses for rendering broadcast
television and sound broadcasting services made a filing with the ENACOM requesting the extension of the
terms of their licenses pursuant to Article 20 of the Emergency Decree.
The ENACOM issued Resolution No. 135/2017, whereby it deemed that ARTEAR had opted to request an
extension under Article 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.
Through Resolutions Nos. 1,890/2018 and 1,874/2018, the ENACOM deemed that the remaining
subsidiaries of the Company had opted to request an extension under the regime provided by Article 20 of
Decree No. 267/15, for the exploitation of broadcast television services (LU 81 TV Channel 7 of Bahía Blanca
and LV 81 TV Channel 12 of Córdoba).
The ENACOM issued Resolution No. 1,176/19, whereby it granted the extension requested by Radio Mitre
for all of its licenses for the provision of sound broadcasting service and deemed that Radio Mitre had opted
to request such extension under the regime provided by Article 20 of said Decree. The extension was granted
for a term of 10 years, with the right to an automatic extension for a term of 5 more years.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 67 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
additional charges and obligations including, among other things, multiplexing and broadcasting under their
own responsibility other broadcast television stations owned by third parties.
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.
The Decree was ratified by the Argentine Congress under the terms of Law No. 26,122 and was regulated
through ENACOM Resolutions Nos. 1,466/2020 and 1,467/2020, published in the Official Gazette on
December 21, 2020.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 68 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Said Resolutions provide 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.
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 is important to highlight that some ICT service licensees that fall within the scope of the legal regime have
been granted injunctions suspending its enforcement and, in some cases, courts of first instance have issued
rulings declaring it unconstitutional. In fact, through Decree No. 89/2024, which orders the intervention of
the ENACOM, the National Government commissioned the preparation of a report to analyze the
consequences brought about by the issuance of Emergency Decree No. 690/20, as well as a proposal for the
resolution of the issue.
9.7. 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 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 content that does not voluntarily agree to the
settlement proceeding.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 69 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 exercised the option to settle those fines calculated under the regime set forth by Resolution No.
661/AFSCA/2014, which allowed for the assessment of significantly more beneficial amounts. It executed
payment agreements with the Enforcement Authority, which as of this date have already been settled.
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 $2,343,755.70. ARTEAR executed an agreement with
the Enforcement Authority to settle that amount in a single installment.
NOTE 10 - CALL OPTIONS
ARTEAR
As of December 31, 2023, an irrevocable put option on 755,565 common, registered, non-endorsable shares,
representing 14.815% of the capital stock and votes of Telecor S.A.C.I. (a company in which ARTEAR holds
an 85.185% interest), agreed upon in favor of the sellers of the aforementioned shares of said company
(Francisco A. Quiñonero (by succession of Mr. Aron Braver and Carmen V. Quiñonero)), and an irrevocable
call option for the same number of shares and percentage of participation in the capital stock and votes,
agreed upon in favor of ARTEAR, are in effect. Said put option was established for a term of 16 years starting
from March 16, 2010, at a price of US$ 3,000,000, while the call option was established for a term of 26 years
starting from March 16, 2000, at a price of US$ 4,801,680, and adjusted at an annual nominal rate of 5%
starting 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 most recent
addendum signed as of December 31, 2023 was the one dated November 27, 2019, which set forth that the
effectiveness of the irrevocable put option would begin on March 16, 2024.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 70 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
After the closing of the fiscal year, on February 26, 2024, a new addendum was signed which set forth that
the effectiveness of the irrevocable put option would begin on March 16, 2028.
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.
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,
2023
December 31,
2022
13,776
10,896
(14,601)
(16,864)
(17,689)
(6,670)
(17,448)
(13,222)
17,297
30,555
(1.02)
(0.43)
Long-term and short-term loans, including derivatives and financial guarantee agreements.
(i)
(ii) As of December 31, 2023 and 2022, 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 71 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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,
2023
December 31,
2022
14,601
8,602
45,055
10,331
78,589
13,776
43,202
56,978
6,670
9,520
71,907
10,740
98,837
10,896
49,953
60,849
(1) Does not include the allowance for doubtful accounts of approximately $ 1,736 million and $ 2,585 million, respectively.
(2) Includes receivables with related parties of approximately $ 2,681 and $ 3,245 million, respectively.
(3) Includes debts with related parties of approximately $ 3,389 million and $ 3,796 million, respectively.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 72 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, 2023 and
2022:
ASSETS
Other Receivables
Trade Receivables
Other Investments
Cash and Banks
Total assets
LIABILITIES
Financial Debt
Other Liabilities
Trade and Other Payables
Total Liabilities
(in millions
of Argentine
pesos)
December 31,
2023
(in millions
of Argentine
pesos)
December 31,
2022
873
5,251
12,320
13,048
31,492
10,971
6,406
16,603
33,980
831
2,672
8,448
3,338
15,289
6,561
2,691
7,969
17,221
Bid/offered exchange rates (Banco de la Nación Argentina) as of December 31, 2023 and 2022 were of
$ 805.45 and $ 808.45 and $ 176.96 and $ 177.16; 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 $ 498 million and $ 386 million as of December 31, 2023 and 2022, 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, 2023 and 2022, Grupo Clarín was exposed to interest rate risk mainly through AGEA
(and its subsidiaries LVI and DLA), IESA, and Radio Mitre. 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 $ 70 million and $ 74 million as
of December 31, 2023 and 2022, respectively.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 73 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
11.1.6. Equity Price Risk Management
Grupo Clarín is exposed to equity price risk in connection with its holdings of mutual funds, securities and
bonds and foreign exchange agreements.
Its sensitivity to the variation in the price of these instruments is detailed below:
December 31,
2023
December 31,
2022
Investments valued at quoted prices at closing (Level 1)
10,248
8,463
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 $ 1,025 million and $ 846 million as of December 31, 2023 and
2022, 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 $ 8 million and $ 228 million as of December 31,
2023 and 2022, 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 74 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, 2023 and 2022, respectively.
The companies that operate in this segment did not set up an allowance for bad debts for those amounts in
which no significant change was recorded in the credit rating, considering such amounts as recoverable.
The companies that operate in this segment have a wide range of clients, including individuals, businesses -
medium-and-large-sized companies - and governmental agencies. Therefore, these companies’ receivables
are not subject to credit risk concentration.
Credits from the Broadcasting and Programming Segment
Credit risk represents for the companies that operate in this segment the risk of incurring in losses arising
from possible breaches of the contractual obligations assumed by business or financial counterparties. This
risk may be due to economic or financial factors, or to particular circumstances of the counterparty, or to other
economic, commercial or administrative factors.
Credit risk affects cash and cash equivalents, deposits held at banks and financial institutions in a wide sense,
and every form of credit granted to the companies that operate in this segment. The maximum exposure to
credit risk is represented by the value of financial assets considered as a whole, recorded in the Consolidated
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.
−
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 75 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, 2023:
Maturities
Financial Debt
Other debt
Matured
Without any established term
First Quarter 2024
Second Quarter 2024
Third Quarter 2024
Fourth Quarter 2024
More than 1 year
-
-
10,605
503
4,187
741
3,871
19,907
5,809
2,159
28,725
1,885
159
66
5,130
43,933
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
-
-
4,487
293
128
346
8,252
13,506
11,846
3,961
29,615
7,162
286
215
3,310
56,395
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:
December 31,
2023
Quoted Prices (Level
1)
Other Significant
Observable Items (Level
2)
Assets
Current Investments
10,331
10,248
83
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 76 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
December 31,
2022
Quoted Prices (Level
1)
Other Significant
Observable Items (Level
2)
Assets
Current Investments
10,740
8,463
2,277
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, 2023
December 31, 2022
Book Value
Fair Value
Book Value
Fair Value
Non-Current Financial
Debt
2,489
2,415
6,457
5,814
NOTE 12 - INTERESTS IN SUBSIDIARIES AND AFFILIATES
1- AGEA and Subsidiaries
a) During fiscal year 2022, AGEA made contributions in BIMO for a total of $ 259,496,940 ($ 1,224
million in constant currency as of December 31, 2023).
As from August 16, 2022, the app of the digital 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 77 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
b)
In October 2023, AGEA and GCGC incorporated the company Hiberus S.A., which has already been
registered with the IGJ. The core purpose of this company is to provide services in the field of
information technologies; the development of technological solutions; the purchase, sale,
implementation, and distribution of hardware and software; among other activities related to said
industry.
In December 2023, AGEA sold 55,000 shares to Hiberus International Ventures SL, which represent
fifty-five percent (55%) of the capital stock and votes of HIBERUS S.A., for an amount of US$ 1,694
million. As of December 31, 2023, AGEA holds a 25% equity interest, and GCGC, the remaining 20%
equity interest in the new company.
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 purchasers settled such acquisition in two installments of US$ 300,000 each.
The first installment was paid in July 2021, and the second installment was paid in February and March
2023.
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
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.
four
in
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
The company Quanix S.A. was incorporated in November 2023. Its registration with the IGJ is
pending as of the date of these financial statements. The main purpose of the company is to provide
outsourcing services for payroll, human resources technology for managing personnel, and to
develop financial, insurance, health, and benefits solutions for employees. GCGC holds a 50% equity
interest in said company.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 78 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
5- GRUPO CLARÍN
In October 2023, the Company accepted an offer from the minority shareholders of Diario Los Andes
Hermanos Calle S.A., whereby the Company acquired (i) 881,998 non-endorsable, registered,
common shares of DLA with a nominal value of $1 each, (ii) 40% of a single share, held in common
with CIMECO, which holds the remaining 60%, and (iii) 60% of a single share, held in common with
CIMECO, which holds the remaining 40%, collectively representing approximately 20% of the capital
stock and votes of DLA.
As consideration, the Company paid US$ 98,400 and assigned certain rights over real estate, which
brought the total value of the transaction to approximately US$ 0.6 million.
The Company, through CIMECO, already owned 80% of the capital stock and voting rights of DLA;
consequently, with the purchase of the above-mentioned shares, it now holds 100% of the capital
stock and voting rights of DLA, both directly and indirectly.
On January 23, 2024, Grupo Clarín transferred property for US$ 100,000. Through said transfer, it
partially settled the debt that the company had with the minority shareholders of Diario Los Andes
Hermanos Calle S.A. As of the date of issuance of these financial statements, the amount of the debt
for this transaction amounts to approximately US$ 0.4 million.
6- POL-KA
At the end of 2023, Pol-ka resumed its operational reorganization plan aimed at the optimization and
streamlining of its workforce to adapt the company's structure to the new industry scenarios
according to the changes that have been occurring for years in the trend of audiovisual content
consumption.
The low audience of daily fiction series broadcast on open television is a trend that has been
consolidating in the local market, and their low profitability makes it difficult to invest in these types
of products. This market reality requires a transformation of the business model of fiction producers,
focusing their activity on the production of on-demand content for the national and international
market, with a minimal fixed structure and hiring temporary personnel to carry out the shooting of
series and miniseries. This business model relies almost entirely on the optimization of human
resources. Additionally, Pol-ka's business plan includes making its installed capacity profitable
through the leasing of its studios and production and editing equipment.
In line with the described situation, the plan to adjust the structure includes the signing of
approximately 110 termination agreements with employees under the terms of Article 241 of the
Employment Contract Law, for an aggregate amount of approximately $2,400 million. This
restructuring cost was recorded in the current fiscal year.
As of December 31, 2023, Pol-ka signed termination agreements for approximately $630 million.
Since that date, and as of the date of these financial statements, Pol-ka signed additional termination
agreements for approximately $1,080 million. Pursuant to the executed agreements, Pol-ka paid
$360 million in 2023 and $1,360 million after the end of the fiscal year and up to the date of these
financial statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 79 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 13 - RESERVES, RETAINED EARNINGS, AND DIVIDENDS
Balances at the beginning of the year:
Retained Earnings
Other Reserves
Legal Reserve
Voluntary Reserves (1)
Total
Acquisition of Minority Interest
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,
2023
December 31,
2022
(4,273,004,927)
(1,573,175,216)
6,302,845,920
13,674,469,809
14,131,135,586
(295,173,176)
(10,546,959,727)
3,289,002,683
6,302,845,920
(1,573,175,216)
-
13,674,469,809
18,404,140,513
-
(4,273,004,927)
14,131,135,586
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 million ($ 6,303 million in constant currency as of December 31, 2023) to the Legal Reserve.
At the Annual Ordinary Shareholders Meeting held on April 25, 2023, the shareholders of the Company
decided, among other things, to absorb the net loss for the year ended December 31, 2022 which amounted
to $ 1,372 million in historical currency as of that date ($ 4,273 million in constant currency as of December
31, 2023) through the partial reversal of the Legal Reserve.
b. ARTEAR
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 million in historical currency as of that date ($ 9,017 million in constant
currency as of December 31, 2023) 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 million in order to distribute dividends,
of which $ 387.5 million corresponded to the Company ($ 1,762 million in constant currency as of December
31, 2023). ARTEAR settled all the distributed dividends.
c. Other Companies
In April 2022, the shareholders of TRISA decided, among other things, to approve the distribution of
dividends in the amount of $ 200 million ($ 985.6 million in constant currency as of December 31, 2023) of
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 80 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
which $ 100 million corresponded to the Company on account of its indirect holding in that company. TRISA
paid all the distributed dividends.
In May, 2023, the shareholders of TRISA decided, among other things, to approve the distribution of
dividends in the amount of $ 100 million in historical currency as of that date of which $ 50 million in historical
currency as of that date ($ 109.5 million in constant currency as of December 31, 2023) corresponds 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 in the amount of $ 27.8 million ($ 137 million in constant currency as of December 31, 2023) of
which $ 18 million corresponded to the Company on account of its indirect holding in that company. Canal
Rural S.A. paid all the distributed dividends.
In March, 2023, the shareholders of Canal Rural decided to distribute dividends for $ 100 million in historical
currency as of that date, of which $ 65 million in historical currency as of that date ($ 166.3 million in constant
currency as of December 31, 2023) corresponds to the Company on account of its indirect holding in that
company. Canal Rural S.A. settled all the distributed dividends.
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
Acquisition of Minority Interest
Balance at the end of the year
December 31,
2023
December 31,
2022
688,263,194
(814,598,073)
(58,182,708)
(1,219,910)
(185,737,497)
882,332,948
96,708
(194,166,462)
-
688,263,194
As of December 31, 2023 and 2022, the non-controlling interests are not significant on an individual or a joint
basis.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 81 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 15 – BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The following table contains the outstanding balances with related parties:
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
December 31,
2023
December 31,
2022
4,200
4,200
13,079
13,079
12,816,217
162,143,140
174,959,357
43,013,841
231,509,333
274,523,174
321,772,578
2,184,337,425
2,506,110,003
2,483,479,344
487,349,157
2,970,828,501
59,838,983
874,324,298
934,163,281
67,936,723
1,882,847,317
1,950,784,040
2,061,547,500
2,061,547,500
1,406,808,943
1,406,808,943
379,850,220
13,101,765
392,951,985
403,964,224
35,790,722
439,754,946
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 82 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
The following table shows the main operations with related parties for the years ended December 31, 2023
and 2022:
Under Joint Control
Other Related Parties
Item
December 31,
2023
December 31,
2022
Advertising Sales
Printing Services Sales
Television Signals Sales
Other Sales
Productions and Co-Productions
Printing and Distribution Costs
Advertising and Promotion
Expenses
Advertising Sales
Printing Services Sales
Television Signals Sales
Other Sales
Other Revenues
Fees for Services
Communication Expenses
Printing and Distribution Costs
Services and Satellites Expenses
Other Purchases
Other Expenses
Interest on Financial Debt
387,974,875
923,186,967
1,989,254,200
568,417,782
(14,513,889)
(34,964,011)
(147,105,717)
1,494,342,637
790,867,485
7,058,461,302
1,849,066,450
253,270,081
(140,348,961)
(758,908,099)
(1,138,697,292)
(313,504,483)
(4,975,241,589)
(18,524,210)
(8,310,951)
599,483,001
320,402,959
2,388,786,620
768,385,938
(5,576,171)
(52,733,029)
(168,828,770)
2,055,756,452
169,171,679
9,235,176,430
2,029,693,441
79,221,709
(260,628,925)
(555,673,252)
(1,425,335,976)
(181,977,743)
(5,337,800,227)
(23,431,389)
(35,750,550)
The fees paid to the Board of Directors and the Upper Management of Grupo Clarín for the years ended
December 31, 2023 and 2022 amounted to approximately $ 5,553 million and $ 6,471 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,
2023
December 31,
2022
Net Income used in the Calculation of Basic Earnings per Share:
(10,546,959,727)
(4,273,004,927)
Weighted Average of the Number of Common Shares used in the
Calculation of Basic Earnings per Share
Earnings Per Share
106,776,004
(98.78)
2,023,985,617
106,776,004
(40.02)
The weighted average of outstanding shares for the year ended December 31, 2023 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 83 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 17 - COVENANTS, SURETIES AND GUARANTEES PROVIDED
As of December 31, 2023, 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, which was returned by the Company
in March and July 2023, and US$ 2,550,000 in March 2026.
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 contribute regularly a
portion of their salary (variable within a certain range, at the employee’s option) to a fund that will allow them
to strengthen their savings capacity. Each company of the Group where those executives render services will
match the sum contributed by such executives. This matching contribution will be added to the fund raised
by the employees. Under certain conditions, the employees may access such funds upon termination of their
participation in the long-term savings plan.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 84 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
company to the plan related to the executive’s years of service with the Group. As of December 31, 2023,
such supplementary contributions made by the Company on a consolidated basis amount to approximately
$ 154.5 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.
NOTE 19 – OPERATING LEASES
19.1 The Company as Lessee
As of December 31, 2023 and 2022, 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, 2023
292
590
882
December
31, 2022
187
90
277
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 - MACROECONOMIC SCENARIO
December
31, 2023
737
662
1,399
December
31, 2022
240
361
601
The Company operated in a complex economic context, with a strong volatility in the main variables, both at
the national and international level.
The main variables in Argentina were: (i) a decline in activity of 1.4% in 2023, according to preliminary GDP
data, (ii) an annual cumulative inflation of 211%, (iii) a strong devaluation of the peso against the US dollar,
from $ 180 per US$ at the start of the fiscal year to $ 805 per US$ at the end of the fiscal year, with December
experiencing the highest devaluation, and (iv) the monetary authority imposed exchange restrictions to
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 85 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
contain the demand for dollars. This involved, among other things, the requirement to request prior
authorization from the Argentine Central Bank to make payments abroad.
On December 10, 2023, a new government took office in Argentina, which has set among its goals to
establish a new economic regime in the country. To this end, it proposes to carry out a broad reform of laws
and regulations to advance with a deep deregulation of the economy and with structural reforms that lift the
restrictions for investing and operating in the country, including the gradual easing of the previously
mentioned exchange restrictions, with the objective of eliminating them once the macroeconomic conditions
to do so are met.
Among its first measures, the new government issued an Emergency Decree that repeals and/or amends
about 300 laws, introducing reforms in the labor market, the customs code, and the status of public
companies, among others. Although the Emergency Decree is subject to consideration and ratification by at
least one of the chambers of the National Congress, its provisions have been partially in effect since
December 29, 2023, in light of a series of legal actions that have granted the suspension of certain
amendments.
The context of volatility and uncertainty persists as of the date of issuance of these financial statements. The
Company's Management continuously monitors the evolution of the variables that affect its business, to
define its course of action and identify potential impacts on its equity and financial position.
The Company’s financial statements should be read in light of these circumstances.
NOTE 21 - LAW No. 26,831 CAPITAL MARKETS
Capital Markets Law – Law No. 26,831, as amended
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 86 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 87 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 22 - APPROVAL OF FINANCIAL STATEMENTS
Grupo Clarín’s Board of Directors has approved the Consolidated Financial Statements and authorized their
issue for March 08, 2024.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
JORGE CARLOS RENDO
Chair
- 88 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
SUPPLEMENTARY FINANCIAL INFORMATION
As of December 31, 2023
1.
COMPANY ACTIVITIES
Grupo Clarín is the most prominent and diversified media group in Argentina and one of the most
important in the Spanish-speaking world. It has presence in the printed media, radio, broadcast and
cable television, audiovisual content production, the printing industry and Internet. Its leadership in the
different media is a competitive advantage that enables Grupo Clarín to generate significant synergies
and expand into new markets. Its activities are grouped into three main segments: Print and Digital
Publications, Broadcasting and Programming and Other.
Among the main activities carried out during the period, the following were the most significant:
In the Print and Digital Publications segment, Clarín continued to consolidate its digital subscription
service and to add tools to serve the different readers segments in order to continue to offer our readers
professional, investigative and specialized journalism, which is what has identified us for 76 years. By
the end of December, Diario Clarín had 712,000 digital subscribers, of which 85% paid for the Paywall
service, compared to 78% of the 549,000 subscribers recorded in 2022. In addition, in December 2020,
the Company launched the Paywall subscription to Olé, which at the end of December 2023 had 32,200
subscribers, being the only sports newspaper at the global level to have paid subscribers. AGEA
continues to publish its traditional newspapers and magazines, which face the impact of the change in
reading habits. In addition, collectible products were adapted, both in terms of content and distribution
method, in order to continue to generate high added-value and to meet the current needs of the
readers in the diverse demographic groups.
In the Broadcasting and Programming Segment, El Trece is once again among the broadcast stations
with the highest audience share. During Prime Time, the highlights were “Telenoche”, hosted by Nelson
Castro and Dominique Metzger, “Los 8 escalones del millón”, hosted by Guido Kaczka, and “Buenos
Chicos”, the fiction series produced by Polka. The morning slot began with “Arriba argentinos”,
“Mañanísima”, hosted by Carmen Barbieri, “Socios del espectáculo”, “El Zorro” and “Noticiero Trece”.
The afternoon slot featured the new show “Pasaplatos”, hosted by Karina Zampini, “Poco correctos”,
hosted by “Pollo” Alvarez and “Chino” Leunis, and “Ahora caigo” hosted by Dario Barassi. In audio
broadcasting, Radio Mitre continued to lead audience ratings both in AM and FM. Mitre AM 790
focuses its programming on strong journalistic productions supported by the high credibility and
professionalism of its journalists. In the morning slot the highlights were "Alguien tiene que decirlo"
hosted by Eduardo Feinman, and “Lanata sin Filtro”, hosted by Jorge Lanata. Radio Mitre's
programming both during weekdays and weekends allowed it to maintain its leadership with over 35
points of audience share. In addition, “La 100” continued to deliver an outstanding performance. It
bases its formula on an ideal combination of music and constant innovation, backed by famous artists,
such as Santiago del Moro and Guido Kaczka. La 100 maintained its leadership with an average of more
than 20 points.
Grupo Clarín continues to be subject to the public offering regime in the Buenos Aires Stock Exchange.
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 1 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
2. CONSOLIDATED FINANCIAL STRUCTURE
Note: the amounts are rounded and stated in thousands of Argentine Pesos. The figures under total
amounts may not represent the exact arithmetic sum of the other figures in the table. Pursuant to CNV
regulations, the following table shows the balances and results for the year, on a comparative basis with
the prior years, prepared under IFRS.
Non-Current Assets
Current Assets
Total Assets
Equity of the Controlling
Company
Equity of Non-Controlling
Interests
December 31,
2023
December 31,
2022
December 31,
2021
December 31,
2020
December 31,
2019
107,880,790
87,074,880
106,481,923
114,015,301
104,819,461
128,058,319
103,870,662
132,307,653
118,839,295
136,828,159
194,955,669
220,497,224
232,877,780
236,178,315
255,667,454
117,994,693
126,988,427
131,404,469
125,393,871
(185,737)
688,263
882,333
878,830
127,982,426
2,574,476
Total Equity
117,808,956
127,676,690
132,286,802
126,272,701
130,556,902
Non-Current Liabilities
Current Liabilities
Total Liabilities
13,551,279
63,595,435
22,848,904
69,971,630
16,784,405
83,806,573
27,797,268
82,108,346
28,479,029
96,631,523
77,146,714
92,820,534
100,590,978
109,905,614
125,110,552
Total Equity and Liabilities
194,955,669
220,497,224
232,877,780
236,178,315
255,667,454
3. CONSOLIDATED COMPREHENSIVE INCOME STRUCTURE
Note: the amounts are rounded and stated in thousands of Argentine Pesos. The figures under total
amounts may not represent the exact arithmetic sum of the other figures in the table. Pursuant to CNV
regulations, the following table shows the balances and results for the year, on a comparative basis with
the prior years, prepared under IFRS.
December 31,
2023
December 31,
2022
December 31,
2021
December
31, 2020
December
31, 2019
Operating income/loss (1)
Financial Results (including Gain (Loss) on Net
Monetary Position)
Equity in Earnings from Associates
Other Income and Expenses, net
8,002,454
21,142,278
27,159,978
17,305,546
(24,160,858)
(22,325,974)
(16,211,474)
(9,270,967)
6,632,391
(17,684,248)
(478,998)
1,028,495
1,361,777
(428,546)
2,715,113
75,697
5,304,991
(11,177,993)
2,190,684
(1,004,392)
Income (Loss) before Income Tax
Income Tax
Net Income (Loss) for the Year
(15,608,907)
(250,465)
13,739,314
2,161,577
(9,865,565)
4,247,350
(4,022,443)
(7,280,966)
(6,419,644)
(8,322,466)
(11,361,558)
(4,272,908)
6,458,348
(4,258,067)
(18,188,031)
Other Comprehensive Income (Loss) for the Year
1,848,399
(143,037)
(293,050)
30,306
(52,949)
Total Comprehensive Income (Loss) for the Year
(9,513,158)
(4,415,945)
6,165,298
(4,227,761)
(18,240,980)
(1) Defined as net revenues less cost of sales and expenses.
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 2 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
4. Cash Flow Structure
Note: the amounts are rounded and stated in thousands of Argentine Pesos. The figures under total
amounts may not represent the exact arithmetic sum of the other figures in the table. Pursuant to CNV
regulations, the following table shows the balances and results for the year, on a comparative basis with
the prior years, prepared under IFRS.
Cash flows provided by operating
activities
Cash Flows used in Investment
Activities
Cash provided by /(used in)
Financing Activities
December
31, 2023
December
31, 2022
December
31, 2021
December
31, 2020
December
31, 2019
15,070,151
16,499,895
16,407,156
19,004,903
17,577,292
(7,826,193)
(16,028,445)
(7,048,270)
(6,448,228)
(7,608,333)
196,645
3,104,953
(2,821,736)
(9,726,348)
(3,138,024)
Total Cash provided for the year
7,440,603
3,576,403
6,537,150
2,830,328
6,830,932
Financial Results (including Gain
(Loss) on Net Monetary Position) of
Cash And Cash Equivalents
(95,017)
(5,450,943)
(6,259,434)
(4,886,777)
(3,007,242)
Total changes in cash
7,345,586
(1,874,540)
277,716
(2,056,449)
3,823,690
5. STATISTICAL DATA
Newspaper circulation (1)
Clarin.com Subscribers
Canal 13 audience share
Prime Time (2)
Total Time (2)
December
31, 2023
December
31, 2022
December
31, 2021
December
31, 2020
December
31, 2019
53,905
711,795
66,672
549,282
80,325
437,275
121,464
328,839
164,406
244,000
27.7
26.7
31.9
29.8
29.5
29.9
31.3
30.7
38.4
32.9
(1) Average quantity of newspapers per day (Diario Clarín and Olé, includes digital subscription), pursuant to the Instituto
Verificador de Circulaciones (this figure represents sales in Argentina and abroad).
(2) Share of prime time audience of broadcast television stations in the Metropolitan Area of Buenos Aires, as reported by
IBOPE. Prime time is defined as 8:00 PM to 12:00 AM, Monday through Sunday. Total time is defined as 12:00 PM to 12:00
AM, Monday through Sunday.
6. RATIOS
December
31, 2023
December
31, 2022
December
31, 2021
December
31, 2020
December
31, 2019
Liquidity (current assets / current liabilities)
Solvency (equity / total liabilities)
Fixed asset-to-equity capital ratio (non-current assets /
total assets)
Return on equity (net income (loss) for the year / average
1.37
1.53
0.55
1.63
1.38
0.48
1.53
1.32
0.45
1.61
1.15
0.44
1.42
1.04
0.46
shareholders’ equity)
(0.09)
(0.03)
(0.05)
(0.03)
(0.13)
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 3 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
7. OUTLOOK
The world scene changed dramatically during the first months of the year, marked by the war in Eastern
Europe. In addition to the humanitarian and international political implications, Russia’s continued war
on Ukraine generates economic and financial turmoil worldwide due to the shortage of raw materials
that are essential for agricultural and industrial production, which may lead to delays in the supply of
inputs. Against the backdrop of a challenging global environment, Argentina is undergoing an
economic crisis marked by significant inflationary pressures. Compounding this, uncertainty looms due
to the incoming government's ambitious agenda of reforms across several fronts: fiscal, realignment of
relative prices, balancing the Central Bank, among others; therefore, expectations reflect a challenging
period for the local economy and the sustainability of businesses in general.
Notwithstanding the foregoing, Grupo Clarín seeks to maintain its positioning in the different business
segments in which it operates, strengthening its presence in the traditional media, with a growing focus
on digital media. In addition, Grupo Clarín seeks to leverage its positioning and access to opportunities
for growth in the Argentine and regional industry to strengthen and develop its current businesses.
The Company will continue to focus on the core processes that allow for a sustainable and efficient
growth from different perspectives: digital transformation, financial structure, management control,
business strategy, human resources, innovation, and corporate social responsibility. Lastly, Grupo
Clarín remains committed to informing with independence, to reaching all sectors of society and to
supporting the quality and credibility values of its media.
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
JORGE CARLOS RENDO
Chair
- 4 -
Independent Auditors’ Report
To the Shareholders, President and Directors of
Grupo Clarín S.A.
Legal domicile: Piedras 1743
City of Buenos Aires
Tax Code No.: 30-70700173-5
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of Grupo Clarín S.A. and its subsidiaries
(the “Group”), including the consolidated statement of financial position at December 31, 2023 and the
consolidated statements of income, of comprehensive income, of changes in equity and cash flows for the year
then ended, and notes to the consolidated financial statements, including a summary of the most 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 at December 31, 2023 and its consolidated comprehensive income
and its consolidated cash flows for the fiscal year then ended, in accordance with IFRS Accounting Standards
(“IFRS”).
Basis for Opinion
We have conducted our audit in accordance with International Standards on Auditing (ISAs). Those standards
have been adopted as auditing standards in Argentina by Technical Pronouncement No. 32 of the Argentine
Federation of Professional Councils in Economic Sciences (FACPCE) and approved by the International Auditing
and Assurance Standards Board (IAASB). Our responsibilities under those standards are further described in the
Auditors’ 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), together with requirements that are relevant to our audit of the consolidated
financial statements in Argentina, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and 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 for the current year. 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, 8th floor, C1106ABG - Autonomous City of Buenos Aires, Argentina
T: +(54.11) 4850.0000, www.pwc.com/ar
Key audit matters
Audit response
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.
Information that accompanies the Consolidated Financial Statements (“Other Information”)
The Other Information comprises the annual report and the supplementary financial information. The Board of
Directors is responsible for the Other Information.
Our opinion on the consolidated financial statements will not cover the Other Information and, therefore, we do
not express any audit conclusion.
In relation to our audit of the consolidated financial statements, our responsibility is to read the other information
and when doing so, considering whether the other information contained is materially inconsistent with the
consolidated financial statements or with our knowledge obtained in the audit or if for any other reason it appears
to contain a material misstatement. If, based on the work performed, we consider that, as regards our field of
competence, there is a material misstatement in the other information, we have to report it. We have nothing to
report in this regard.
2
Board of Directors’ and Audit Committee’s Responsibilities for the Consolidated Financial Statements
The Board of Directors of Grupo Clarín S.A. is responsible for the preparation and fair presentation of the
consolidated financial statements in accordance with IFRS, and for the internal control the Board of Directors may
deem necessary to prepare the consolidated financial statements that are free of material misstatement, whether
due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s
ability to continue operating as a going concern, disclosing, as applicable, matters relating to going concern and
using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group, or
to cease operations, or has no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the process of preparation of Group’s financial reporting.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
The objective of our audit is to obtain reasonable assurance that the consolidated financial statements as a whole
are free of material misstatement, whether due to fraud or error, and to issue an auditors’ 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 ISA 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 taken by users on the basis of these consolidated financial statements.
As part of the audit in accordance with ISA, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
•
Identify and asses 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 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 the Company’s Board.
• Conclude on the appropriate application by the Company Board of Directors of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists as to events or
conditions that may cast significant doubt on the Group’s ability to continue operating as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the
related disclosures in the consolidated 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 issue of our auditor’s
report. However, future events or conditions may cause the Group to cease to continue operating as a going
concern.
• Evaluate the overall consolidated financial statement presentation, structure and content, including
disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
3
• Obtain sufficient and adequate audit evidence in relation to the financial information of the entities or business
activities within the Group to express an opinion on these consolidated financial statements. We are
responsible for the direction, supervision and performance of the Group’s audit. We are the only responsible
for our audit opinion.
We communicate with those charged with governance (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 the Audit Committee with a statement on our fulfillment of relevant ethical requirements
regarding independence, and communicate any relationship and other matters that might be thought to affect our
independence and, when applicable, the actions taken to reduce threats or the related safeguards.
Among the matters that have been subject to communications with those responsible for the Company’s
government (Company’s Audit Committee and Board of Directors), we determine those of most significance in the
audit of the consolidated financial statements, which are, consequently, the key audit matters. We describe these
matters in this audit report, except for those legal or regulatory provisions that prohibit the public disclosure of the
matter or if, in extremely infrequent circumstances, we determine that a matter should not be disclosed in our
report, because it is reasonable to expect that the adverse consequences of doing so would outweigh the public
interest benefits thereof.
Report on Other Legal and Regulatory Requirements
In compliance with current regulations, we report that:
a) The consolidated Financial Statements of Grupo Clarín S.A. are transcribed into the Inventory and
Balance Sheet book and as regards those matters that are within our competence, they are in compliance
with the provisions of the General Companies Law and pertinent resolutions of the National Securities
Commission;
b) The Separate Financial Statements of Grupo Clarín S.A. arise from accounting records kept in all formal
respects in conformity with legal regulations, which maintain the security and integrity conditions on the
basis of which they were authorized by the National Securities Commission;
c) at December 31, 2023, the debt of Grupo Clarín S.A. accrued in favor of the Argentine Integrated Social
Security System amounted, according to the Company’s accounting records, to $36,341,745, none of
which was claimable at that date;
d) as required by Section 21, subsection b), Chapter III, Part VI, Title II of the regulations issued by the
National Securities Commission, we report that total fees for auditing and related services billed to the
Grupo Clarín S.A. during the fiscal year ended December 31, 2023 account for:
d.1) 96% of the total fees for services billed to the Company for all items during that fiscal year;
d.2) 6% of the total fees for services for auditing and related services billed to the Company, its parent
company, subsidiaries and related companies during that year;
d.3) 5% of the total fees for services billed to the Company, its parent company, subsidiaries and related
companies for all items during that year and,
4
e) we have applied the anti-money laundering and financing of terrorism procedures for Grupo Clarín S.A., as
prescribed by professional standards issued by the Professional Council of Economic Sciences for the City
of Buenos Aires.
City of Buenos Aires, March 8, 2024.
PRICE WATERHOUSE & CO. S.R.L.
(Socio)
C.P.C.E.C.A.B.A. T° 1 F° 17
Dr. R. Sergio Cravero
Contador Público (UCA)
C.P.C.E.C.A.B.A. T° 265 F° 92
5
GRUPO CLARÍN S.A.
Separate Financial Statements for the year ended December 31, 2023,
presented on a comparative basis
Free translation into English of the Financial Statements and Reports originally issued in
Spanish.
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
SEPARATE STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Amounts stated in Argentine Pesos – Note 2.1.1)
Equity in Earnings from Associates
Management fees
Administrative Expenses (1)
Other Income and Expenses, net
Gain (Loss) on Net Monetary Position
Other Financial Results, net
Financial Results
Note
s
4.4
5.1
5.3
5.2
December 31,
2023
December 31,
2022
(12,200,223,303)
4,346,955,319
(5,699,848,636)
(1,932,216,175)
4,702,297,006
(6,297,344,944)
452,351,799
(134,194,531)
(4,656,813,772)
7,213,200,382
2,556,386,610
(2,970,064,674)
2,427,250,116
(542,814,558)
Income (Loss) before Income Tax
Income Tax
Net Income (Loss) for the Year
(10,544,378,211)
(2,581,516)
6
(4,204,273,202)
(68,731,725)
(10,546,959,727)
(4,273,004,927)
Other Comprehensive Income
Items which can be reclassified to Net
Income (Loss)
Equity in Earnings from Associates
1,848,398,964
(143,037,242)
Other Comprehensive Income (Loss) for the
Year
1,848,398,964
(143,037,242)
TOTAL COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR
(8,698,560,763)
(4,416,042,169)
(1) Includes depreciation of property, plant and equipment and investment properties, and amortization of intangible assets in the
amount of $ 571,205,416 and $ 588,216,147 for the years ended December 31, 2023 and 2022, respectively.
The accompanying notes are an integral part of these Separate Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
Dr. R. Sergio Cravero
Certified Public Accountant (UCA)
C.P.C.E.C.A.B.A. Vol. 265 Fol. 92
-1-
JORGE CARLOS RENDO
Chair
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
SEPARATE STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2023 AND 2022
(Amounts stated in Argentine Pesos – Note 2.1.1)
ASSETS
NON-CURRENT ASSETS
Property, Plant, and Equipment
Intangible Assets
Deferred Tax Assets
Investments in Associates
Other Receivables
Investment Properties
Other Investments
Notes December 31,
2023
December 31,
2022
4.1
4.2
6
4.4
4.5
4.3
4.6
282,880,659
4,982,290
609,657,097
89,900,814,528
2,229,678,544
21,849,569,841
2,069,175,172
363,429,043
14,946,869
612,238,601
99,223,022,460
1,995,028,692
22,330,262,294
1,408,647,204
Total Non-Current Assets
116,946,758,131
125,947,575,163
CURRENT ASSETS
Other Receivables
Other Investments
Cash and Banks
Total Current Assets
Total Assets
EQUITY (as per the corresponding statement)
Shareholders’ Contribution
Other Items
Retained Earnings
Total Equity
LIABILITIES
NON-CURRENT LIABILITIES
Other Liabilities
Total Non-Current Liabilities
CURRENT LIABILITIES
Taxes Payable
Other Liabilities
Trade and Other Payables
4.5
4.6
4.7
2,795,518,691
2,070,150,683
92,535,406
1,717,854,915
2,408,817,748
678,588,048
4,958,204,780
4,805,260,711
121,904,962,911
130,752,835,874
111,494,745,714
1,637,769,118
5,157,351,075
118,289,865,907
111,494,745,714
(210,629,846)
15,704,310,802
126,988,426,670
4.10
2,384,927,500
1,406,808,943
2,384,927,500
1,406,808,943
4.8
4.10
4.9
50,333,441
204,239,772
975,596,291
76,597,184
670,701,064
1,610,302,013
Total Current Liabilities
1,230,169,504
2,357,600,261
Total Liabilities
3,615,097,004
3,764,409,204
Total Equity and Liabilities
121,904,962,911
130,752,835,874
The accompanying notes are an integral part of these Separate Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
Dr. R. Sergio Cravero
Certified Public Accountant (UCA)
C.P.C.E.C.A.B.A. Vol. 265 Fol. 92
- 2 -
JORGE CARLOS RENDO
Chair
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
SEPARATE STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Amounts stated in Argentine Pesos – Note 2.1.1)
Equity attributable to Shareholders of the Controlling Company
Shareholders’ Contribution
Other Items
Retained Earnings
Capital Stock
Inflation
Adjustment on
Capital Stock
Additional Paid-
in Capital
Subtotal
Other
Comprehensive
Income
Other Reserves
Legal Reserve
Voluntary
Reserves (1)
Retained
Earnings
Total Equity of
Controlling
Company
106,776,004
-
-
46,727,713,748
-
-
64,660,255,962
-
-
111,494,745,714
-
-
1,505,582,612
-
-
(1,573,175,216)
-
-
-
6,302,845,920
-
13,674,469,809
-
-
6,302,845,920
(6,302,845,920)
(4,273,004,927)
131,404,468,839
-
(4,273,004,927)
-
-
-
-
(143,037,242)
-
-
-
-
(143,037,242)
106,776,004
46,727,713,748
64,660,255,962
111,494,745,714
1,362,545,370
(1,573,175,216)
6,302,845,920
13,674,469,809
(4,273,004,927)
126,988,426,670
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,848,398,964
-
-
-
(4,273,004,927)
-
-
-
-
-
4,273,004,927
(10,546,959,727)
-
(10,546,959,727)
-
1,848,398,964
106,776,004
46,727,713,748
64,660,255,962
111,494,745,714
3,210,944,334
(1,573,175,216)
2,029,840,993
13,674,469,809
(10,546,959,727)
118,289,865,907
Balances as of December 31,
2021
Set-up of Reserve (Note 7)
Loss for the year
Other Comprehensive Income:
Changes in Other
Comprehensive Income
Balances as of December 31,
2022
Absorption of Retained Earnings
with Reserves (Note 7)
Loss for the year
Other Comprehensive Income:
Changes in Other
Comprehensive Income
Balances as of December 31,
2023
(1) Corresponds to Judicial Reserve for Future Dividends Distribution
The accompanying notes are an integral part of these Separate Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
Dr. R. Sergio Cravero
Certified Public Accountant (UCA)
C.P.C.E.C.A.B.A. Vol. 265 Fol. 92
- 3 -
JORGE CARLOS RENDO
Chair
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
SEPARATE STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Amounts stated in Argentine Pesos – Note 2.1.1)
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Loss for the year
Income Tax
Accrued Interest, net
Adjustments to reconcile Net Loss for the Year to Cash used in Operating
Activities:
Depreciation of Property, Plant and Equipment, Investment Property
and Amortization of Intangible Assets
Financial Income, except Interest
Equity in Earnings from Associates
Other Income and Expenses
Contingencies
Gain (Loss) on Net Monetary Position
Changes in Assets and Liabilities:
Other Receivables
Trade and Other Payables
Taxes Payable
Other Liabilities
Provision for Lawsuits
Net Cash Flows used in Operating Activities
CASH FLOWS PROVIDED BY INVESTMENT ACTIVITIES
Dividends Collected
Payments for Acquisition of Property, Plant and Equipment
Proceeds from Disposal of Term Investments
Loans Granted
Collections of Loans
Transactions with Securities and Bonds, Net
Collection of Interest
Payment of capital stock and contributions
Placement of Term Investments
Payment for Acquisition of Companies
December 31,
2023
December 31,
2022
(10,546,959,727)
2,581,516
(433,580,760)
(4,273,004,927)
68,731,725
(322,035,049)
571,205,416
(6,893,612,584)
12,200,223,303
-
-
4,656,813,772
588,216,147
(2,196,314,446)
1,932,216,175
3,693,746
453,064
2,970,064,674
(639,593,791)
2,025,344,822
32,616,428
(1,575,547,759)
-
(701,786,574)
539,088,712
46,031,571
142,820,760
(135,130,287)
(600,509,364)
(1,336,954,709)
-
-
-
(296,530,757)
190,777,407
6,715,902
99,518,164
(733,223,319)
-
(48,738,435)
2,128,230,910
(39,679,135)
784,614,656
(92,646,577)
-
(488,476,104)
250,690,889
-
(2,116,069,613)
-
Net Cash Flows (used in)/ provided by Investment Activities
(781,481,038)
426,665,026
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Payment of Interest
(Payment)/Collection of Counter Guarantee (Note 16.b)
-
(14,820)
(229,660,847)
1,660,586,697
Net Cash Flows (used in) / provided by Financing Activities
(229,660,847)
1,660,571,877
Net (Decrease) / 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
Cash and Cash Equivalents at the Closing of the Year (Note 2.15)
(1,611,651,249)
750,282,194
3,087,405,796
2,745,073,906
686,931,542
2,162,686,089
(407,950,304)
3,087,405,796
The accompanying notes are an integral part of these Separate Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
(Partner)
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
Dr. R. Sergio Cravero
Certified Public Accountant (UCA)
C.P.C.E.C.A.B.A. Vol. 265 Fol. 92
- 4 -
JORGE CARLOS RENDO
Chair
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
INDEX OF THE NOTES TO THE SEPARATE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
2. BASIS FOR THE PREPARATION AND PRESENTATION OF THE SEPARATE FINANCIAL
STATEMENTS.
3. ACCOUNTING ESTIMATES AND JUDGMENTS
4. BREAKDOWN OF THE MAIN ITEMS OF THE SEPARATE STATEMENT OF FINANCIAL
POSITION
5. BREAKDOWN OF THE MAIN ITEMS OF THE SEPARATE STATEMENT OF COMPREHENSIVE
INCOME
INCOME TAX
6.
7. RESERVES, RETAINED EARNINGS, AND DIVIDENDS
8. BALANCES AND TRANSACTIONS WITH RELATED PARTIES
9. TERMS AND INTEREST RATES OF INVESTMENTS, RECEIVABLES AND LIABILITIES
10. PROVISIONS AND OTHER CONTINGENCIES
11. REGULATORY FRAMEWORK
12. CAPITAL STOCK STRUCTURE
13. LONG-TERM SAVINGS PLAN FOR EMPLOYEES
14. FINANCIAL INSTRUMENTS
15. OPERATING LEASES
16. COVENANTS, SURETIES AND GUARANTEES PROVIDED
17. CHANGES IN THE COMPANY'S OWNERSHIP INTEREST IN OTHER ENTITIES
18. TRANSFER OF PROPERTY
19. MACROECONOMIC SCENARIO
20. LAW No. 26,831 CAPITAL MARKETS
21. INFORMATION REQUIRED UNDER CNV RESOLUTION No. 629 – RECORD KEEPING
22. APPROVAL OF SEPARATE FINANCIAL STATEMENTS
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 5 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
GRUPO CLARÍN S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2023,
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.
The operations of its subsidiaries 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.
NOTE 2 - BASIS FOR THE PREPARATION AND PRESENTATION OF THE SEPARATE 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 IFRS Accounting 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.
Technical Resolution No. 43 “Amendment of Technical Resolution No. 26”, effective for fiscal years beginning
on or after January 1, 2016, sets out that Separate Financial Statements shall be prepared fully in accordance
with IFRS without applying any changes, i.e. complying with the full contents of those standards as issued by
the IASB and with the mandatory or guiding provisions established by IASB in each document. That
Resolution provides that for its disclosure in Separate Financial Statements of entities that are required to
present Consolidated Financial Statements, the investments in subsidiaries, joint ventures and associates shall
be valued under the equity method as set out by IFRS.
In preparing these Separate Financial Statements for the year ended December 31, 2023, presented on a
comparative basis, the Company has followed the guidelines provided by TR 43, and, therefore, these
financial statements 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 Separate Financial Statements, as provided under
IFRS and CNV rules.
The financial statements have been prepared based on the restated historical cost, as mentioned in Note
2.1.1, except for the measurement at fair value of certain non-current assets and financial instruments. In
general, the historical cost is based on the fair value of the consideration granted in exchange for the assets.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 6 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 information, approved by the Board of Directors at the meeting held on March 08, 2024, is
presented in Argentine Pesos ($), the Argentine legal tender, and arises from accounting records kept by
Grupo Clarín S.A.
2.1.1 Application of IAS 29 (Financial Reporting in Hyperinflationary Economies)
International Accounting Standard 29 “Financial Reporting in Hyperinflationary Economies” (“IAS 29”)
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, 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 No. 19,550 (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 Financial Statements have been restated
in constant currency as of December 31, 2023.
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 of the opening balances was calculated taking into consideration the indexes
established by the FACPCE based on the price indexes published by the National Institute of Statistics and
Census (INDEC, for its Spanish acronym).
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 7 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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,
2021
582.46
As of
December 31,
2022
1,134.59
As of
December 31,
2023
3,533.19
50.9%
216.1%
94.7%
300.3%
211.4%
815.6%
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.
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 Separate Financial Statements, no new standards have been issued that apply to the
Company for the fiscal year that began on January 1, 2024 and/or in subsequent years.
2.3. Standards and Interpretations issued and adopted to date
As of the date of these Separate Financial Statements, no new standards have been issued that apply to the
Company for this year.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 8 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
2.4 Equity Interests
The Company records the interest in its subsidiaries and associates using the equity method, as established
by TR 26.
A subsidiary is an entity over which the Company exercises control. Control is presumed to exist when the
Company has a right to variable returns from its interest in a subsidiary and has the ability to affect those
returns through its power over the subsidiary. This power is presumed to exist when evidenced by the votes,
be it that the Company has the majority of voting rights or potential rights currently exercised.
An associate is an entity over which the Company has significant influence, without exercising control,
generally accompanied by equity holdings of between 20% and 50% of voting rights.
The subsidiaries’ and associates’ net income and the assets and liabilities are disclosed in the Separate
Financial Statement using the equity method, except when the investment is classified as held for sale, in
which case it is accounted for under IFRS 5 “Non-Current Assets Held for Sale and Discontinued Operations”.
Under the equity method, the investment in a subsidiary or associate is to be initially recorded at cost and the
book value will be increased or decreased to recognize the investor’s share in the comprehensive income for
the year or in other comprehensive income obtained by the subsidiary or associate, after the acquisition date.
The distributions received from the subsidiary or associate will reduce the book value of the investment.
The losses incurred by an associate in excess of the Company’s interest in such company are recognized to
the extent the Company has undertaken any legal or implicit obligation or has made payments on behalf of
the associate.
Any excess of the acquisition cost over the Company’s share in the net fair value of the subsidiary’s or
associate’s identifiable assets, liabilities and contingent liabilities measured at the acquisition date is
recognized as goodwill. Goodwill is included in the book value of the investment and tested for impairment
as part of the investment. Any excess of the Company’s share in the net fair value of the identifiable assets,
liabilities and contingent liabilities over the acquisition cost, after its measurement at fair value, is immediately
recognized in the statement of income.
Unrealized gains or losses on transactions between the Company and its subsidiaries and the associates are
eliminated considering the Company’s interest in those companies.
Adjustments were made, where necessary, to the subsidiaries’ and associates’ financial statements so that
their accounting policies are in line with those used by the Company.
2.4.1 Changes in the Company’s Interests in Existing Subsidiaries
The purchases of additional interests in subsidiaries are recorded under the cost accumulation model. The
cost of acquiring an additional interest is added to the book value of the investment.
The sales of interests in subsidiaries that do not result in a loss of control are recorded deregistering the book
value in the proportion of the percentage reduced. The difference with the consideration received is charged
to net income.
In case of loss of control and significant influence, any residual interest in the issuing company is measured at
its fair value at such date, allocating the change in the recorded value with an impact on net income. The fair
value is the initial amount recognized for such investments for the purpose of the subsequent valuation for
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 9 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 the
Company 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 Company's share in the net fair value of the subsidiary’s or associate’s identifiable assets,
liabilities and contingent liabilities measured at the acquisition date is recognized as goodwill. Any excess of
the Company’s share in the net fair value of the identifiable assets, liabilities and contingent liabilities over the
acquisition cost, after its measurement at fair value, is immediately recognized in the statement of income.
The acquisition cost comprises the consideration transferred and the acquisition-date fair value of the
acquirer's previously-held equity interest in the acquiree, if any.
2.6 Goodwill
Goodwill arises from the acquisition of subsidiaries and associates and refers to the excess of the sum of the
consideration transferred, the fair value of the acquirer’s previously-held equity interest (if any) in the acquiree
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 10 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
over the interest acquired in the net amount of the fair value at the date of acquisition of the identifiable assets
acquired and liabilities assumed.
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.
2.7 Revenue Recognition
Management fees are recognized when such services are rendered at the fair value of the consideration
received or to be received.
2.8 Foreign Currency and Functional Currency
The financial statements of each of the Company’s subsidiaries or associates are prepared in the currency of
the primary economic environment in which the entity operates (its functional currency). For the purposes of
the Company’s Separate Financial Statements, the net income and the financial position of each entity are
stated in Argentine Pesos (Argentina’s legal tender for all companies domiciled in Argentina), which is the
Company’s functional currency.
In preparing the financial statements of the individual entities, the transactions in currencies other than the
entity’s functional currency (foreign currency) are recorded at the exchange rates prevailing on the dates on
which transactions are carried out. At the end of each reporting year, the monetary items denominated in
foreign currency are retranslated at the exchange rates prevailing on such date.
The exchange differences were charged to income (loss) for the year in which they were generated.
In preparing the Company’s Separate Financial Statements, in order to measure, under the equity method,
the Company’s interest in the entities which functional currencies is different from the Argentine Peso, the
assets and liabilities of such companies are translated to Argentine pesos at the exchange rate prevailing at
the end of the year, while the net income is translated at the exchange rate prevailing on the transaction date.
Translation differences are recognized under other comprehensive income as “Variation in Translation
Differences of Foreign Operations”.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 11 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
2.9 Taxes
2.9.1 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.
2.9.1.1 Current Income Tax
Current tax payable is based on the taxable income recorded during the year. Taxable income and net
income reported in the Separate 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 Separate Financial
Statements.
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: 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.
The current brackets for fiscal year 2023 are the following: 25% for annual taxable income of up to $14.3
million; 30% for annual taxable income exceeding $14.3 million up to $143 million; and 35% for annual
taxable income exceeding $ 143 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 National Institute of Statistics and Census. Such adjustment will increase deductible amortization and tax
cost in the event of a sale.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 12 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
2.9.1.2 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.
2.10 Property, Plant and Equipment and Intangible Assets
Property, plant and equipment held for use in the provision of 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 is recognized on a straight-line basis over its estimated useful
life.
The estimated useful life, residual value and depreciation method are reviewed at each year-end, with the
effect of any changes in estimates accounted for on a prospective basis.
Repair and maintenance expenses are expensed as incurred.
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 Separate Statement of Comprehensive Income.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 13 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
The residual value of an asset is written down to its recoverable value, if the asset’s residual value exceeds its
estimated recoverable value (see Note 2.12).
Intangible assets correspond to software and 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.
2.11 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 Separate 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 $ 33,000 million as of December
31, 2023.
2.12 Impairment of Non-Financial Assets, Except Goodwill
At the end of each financial statement, the Company reviews the book value of its non-financial assets with
definite useful life to determine the existence of any evidence indicating that these assets could be impaired.
If there is any indication of impairment, the recoverable value of these assets is estimated for the purposes of
determining the amount of the impairment loss (in case the recoverable value is lower than the book value).
Where it is not possible to estimate the recoverable value of an individual asset, the Company estimates the
recoverable value of the cash-generating unit ("CGU") to which such asset belongs. Where a consistent and
reasonable allocation base can be identified, corporate assets are also allocated to an individual cash-
generating unit or, otherwise, to the smallest group of cash-generating units for which a consistent allocation
base can be identified.
The recoverable value of an asset is the higher of the fair value less selling expenses or its value in use. In
measuring value in use, estimated future cash flows are discounted at their present value using a pre-tax
discount rate, which reflects the current market assessments of the time value of money and, if any, the risks
specific to the asset for which estimated future cash flows have not been adjusted.
Assets with an indefinite useful life (for example, non-financial assets unavailable for use) are not amortized,
but are tested for impairment on an annual basis.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 14 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
During this year, no impairment losses have been recorded for these assets.
2.13 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.
2.13.1 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.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 15 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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.
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.
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.
2.13.2 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 16 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
2.13.3 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.
2.14 Other Liabilities
The other liabilities have been valued at nominal value.
2.15 Separate Statement of Cash Flows
For the purposes of preparing the separate statement of cash flows, the item “Cash and Cash Equivalents”
includes cash and bank balances, high liquidity short-term investments (with original maturities shorter than
90 days), and bank overdrafts payable on demand, if any, are deducted to the extent they are part of the
Company’s cash management.
Bank overdrafts are classified as “Debt” in the separate statement of financial position.
Cash and cash equivalents at each year-end, as disclosed in the separate statement of cash flows, may be
reconciled against the items related to the separate statement of financial position as follows:
Cash and Banks
Temporary Investments
Cash and Cash Equivalents
2.16 Distribution of Dividends
December 31,
2023
December 31,
2022
92,535,406
2,070,150,683
2,162,686,089
678,588,048
2,408,817,748
3,087,405,796
The distribution of dividends to the Company’s shareholders is recognized as a liability in the financial
statements for the year in which the distribution of dividends is approved by the Shareholders.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 17 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
These estimates basically refer to:
Impairment of Goodwill
The Company assesses goodwill for impairment on an annual basis. In determining if there is impairment of
goodwill, the Company calculates the value in use of the cash-generating units to which it has been allocated.
The calculation of the value in use requires the determination by the entity of the future cash flows that should
arise from the cash-generating units and an appropriate discount rate to calculate the present value.
Recognition and Measurement of Deferred Tax Items
As disclosed in Note 2.9, deferred tax assets are only recognized for temporary differences to the extent
that it is probable that the entity will have enough future taxable income against which the deferred tax
assets can be used. Tax loss carryforwards from prior years are only recognized when it is probable that the
entity will have enough future taxable income against which they can be used.
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.
Determination of the Useful Lives of Property, Plant and Equipment
The Company reviews the reasonableness of the estimated useful life of property, plant and equipment at
each year-end.
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 2.12.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 18 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 4 - BREAKDOWN OF THE MAIN ITEMS OF THE SEPARATE STATEMENT OF FINANCIAL POSITION
4.1 - Property, Plant and Equipment
Main Account
Furniture and Fixtures
Audio and Video Equipment
Telecommunication Equipment
Computer Equipment
Vehicle
Improvements in Third-Party Property
Total as of December 31, 2023
Balance at the
Beginning of the
Period
118,554,481
61,218,586
40,336,446
1,382,619,921
46,200,024
401,146,941
2,050,076,399
Original value
Additions
Retirements
Transfers
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balances as of
December 31,
2023
118,554,481
61,218,586
40,336,446
1,382,619,921
46,200,024
401,146,941
2,050,076,399
-
-
-
-
-
-
-
Main Account
Furniture and Fixtures
Audio and Video Equipment
Telecommunication Equipment
Computer Equipment
Vehicle
Improvements in Third-Party
Property
Total as of December 31, 2023
Useful
Life (in
years)
Balance at the
Beginning of
the Period
10
5
5
3
5
10
91,374,380
45,468,322
38,964,542
1,327,296,063
14,864,296
168,679,753
1,686,647,356
Depreciation
Retirements
Transfers
For the year
Balances as of
December 31,
2023
Net Book Value as
of December 31,
2023
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,850,011
4,424,463
608,153
97,224,391
49,892,785
39,572,695
20,415,969
7,644,424
1,347,712,032
22,508,720
21,330,090
11,325,801
763,751
34,907,889
23,691,304
41,605,364
210,285,117
190,861,824
80,548,384
1,767,195,740
282,880,659
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 19 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Main Account
Real Property (1)
Furniture and Fixtures
Audio and Video Equipment
Telecommunication Equipment
Computer Equipment
Vehicle
Improvements in Third-Party Property
Balance at the
Beginning of the
Period
24,034,622,654
121,934,020
61,218,586
40,336,446
1,378,639,612
15,955,805
399,177,431
Original value
Additions
Retirements
Transfers
Balances as of
December 31, 2022
-
-
-
-
-
-
-
-
7,059,119
30,244,219
2,375,797
(3,078,810)
-
(3,716,429)
(24,034,622,654)
-
(3,379,539)
-
-
-
-
3,310,142
118,554,481
61,218,586
40,336,446
1,382,619,921
46,200,024
401,146,941
Total as of December 31, 2022
26,051,884,554
39,679,135
(6,795,239)
(24,034,692,051)
2,050,076,399
Main Account
Real Property (1)
Furniture and Fixtures
Audio and Video
Equipment
Telecommunication
Equipment
Computer Equipment
Vehicle
Improvements in Third-
Party Property
Total as of December 31,
2022
Useful
Life (in
years)
Balance at the
Beginning of
the Period
Retirements
Transfers
For the year
Depreciation
50
10
5
5
3
5
10
1,223,667,906
85,431,287
39,099,927
37,898,323
1,298,065,821
11,169,064
126,066,831
-
-
-
-
(3,101,492)
-
-
(1,464,014,132)
240,346,226
-
-
-
-
-
-
5,943,093
6,368,395
1,066,219
32,331,734
3,695,232
Balances as of
December 31,
2023
Net Book Value as
of December 31,
2022
-
91,374,380
45,468,322
38,964,542
1,327,296,063
14,864,296
-
27,180,101
15,750,264
1,371,904
55,323,858
31,335,728
2,821,399,159
(3,101,492) (1,464,014,132)
332,363,821
1,686,647,356
363,429,043
42,612,922
168,679,753
232,467,188
(1) During 2022, the Company entered into lease agreements on the property retired from active use and classified it as
Investment Properties (see Note 4.3).
4.2 Intangible Assets
Main Account
Software
Balance at the
Beginning of
the Period
209,342,242
Total as of December
31, 2023
209,342,242
Original value
Additions
Retirements
Transfer
-
-
-
-
Amortization
Balances as of
December 31,
2023
209,342,242
209,342,242
-
-
Main Account
Amortization
Period (in
years)
Balance at the
Beginning of
the Period
Retirements
For the year
Balances as
of December
31, 2023
Net Book Value
as of
December 31,
2023
Software
3
194,395,373
Total as of December 31,
2023
194,395,373
-
-
9,964,579
204,359,952
4,982,290
9,964,579
204,359,952
4,982,290
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 20 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Main Account
Software
Total as of December 31,
2022
Original value
Balance at the
Beginning of
the Period
209,297,879
209,297,879
Additions
Retirements
Transfers
-
-
(25,034)
(25,034)
69,397
69,397
Balances as of
December 31,
2022
209,342,242
209,342,242
Main Account
Amortization
Period (in
years)
Balance at the
Beginning of
the Period
Software
3
178,889,275
Total as of December
31, 2022
178,889,275
4.3 Investment Properties
Amortization
Retirements
For the year
Balances as of
December 31,
2022
Net Book Value
as of
December 31,
2022
-
-
15,506,098
194,395,373
14,946,869
15,506,098
194,395,373
14,946,869
Main Account
Balance at the
Beginning of
the Period
Additions
Retirements
Transfers
Original value
Real Property
24,034,622,654
Total as of December 31,
2023
24,034,622,654
-
-
-
-
Balances as of
December 31, 2023
24,034,622,654
24,034,622,654
-
-
Main Account
Amortization
Period (in
years)
Balance at the
Beginning of
the Period
Real Property
50
1,704,360,360
Total as of December 31,
2023
Amortization
Transfers
For the year
Balances as of
December 31,
2023
Net Book Value
as of December
31, 2023
480,692,453
2,185,052,813
21,849,569,841
-
-
1,704,360,360
480,692,453
2,185,052,813
21,849,569,841
Original value
Main Account
Real Property (1)
Total as of December 31,
2022
Balance at
the
Beginning of
the Period
-
-
Additions
Retirements
Transfers
Balances as of
December 31, 2022
-
-
-
-
24,034,622,654
24,034,622,654
24,034,622,654
24,034,622,654
Main Account
Amortization
Period (in
years)
Balance at the
Beginning of
the Period
Real Property (1)
50
Total as of December 31,
2022
-
-
Amortization
Transfers
For the year
Balances as of
December 31,
2022
Net Book Value as
of December 31,
2022
1,464,014,132
240,346,228
1,704,360,360
22,330,262,294
1,464,014,132
240,346,228
1,704,360,360
22,330,262,294
(1) During 2022, the Company entered into lease agreements on the property retired from active use and classified it as Investment
Properties (see Note 4.1).
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 21 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
4.4. Investments in Unconsolidated Affiliates
Class
Nominal
Value
Number
Value recorded
as of December
31, 2023 (1)
Value recorded
as of December
31, 2022 (1)
Main business activity
Date
Capital Stock
Net Income
Equity
Interest (%)
Information about the issuer - Latest financial statements
Non-Current Investments
AGEA
CIMECO
DLA
CMI
ARTEAR
IESA
Radio Mitre
GCGC
GC Minor
Total
Common
Common
Common
Common
Common
Common
Common
Common
Common
$ 1
$ 1
$ 1
$ 1
$ 1
$ 1
$ 1
$ 1
$ 1
1,397,974,126
30,510,463,927
27,622,042,537
Publishing and Printing
12.31.2023
1,441,374,151
1,061,265,873
43,091,821,462
37,412,958
398,438,201
1,013,242,390
881,999
104,976,953
-
Investing and financing
12.31.2023
180,479,453
(3,745,917,413)
(246,667,188)
Publishing and Printing
12.31.2023
4,410,000
(1,606,801,153)
(950,979,239)
98
2,222,278
3,991,128
Advertising
12.31.2023
12,000
(216,594,754)
272,115,206
57,747,859
44,425,249,941
51,834,384,478
36,792,841
6,531,961,480
8,984,664,778
63,555,121
2,573,065,281
4,314,542,886
Broadcasting Services
12.31.2023
59,611,118
(6,875,021,831)
49,769,330,328
Investing and financing
12.31.2023
38,325,795
(3,062,499,543)
6,783,808,957
Broadcasting Services
12.31.2023
65,413,136
(1,945,124,594)
2,919,696,584
478,476,602
3,685,073,330
3,479,968,697
Services
12.31.2023
480,563,544
131,040,892
3,955,469,228
47,237,879
1,669,363,137
1,970,185,566
Investing and financing
12.31.2023
47,237,879
(272,592,428)
2,124,554,227
96.99%
20.73%
(3)
20%
0.82%
96.87%
(2)
96.00%
(4)
97.16%
98.38%
100%
89,900,814,528
99,223,022,460
(1)
(2)
(3)
(4)
In certain cases, the equity value does not correspond to the related shareholders’ equity due to: (i) the adjustment of the equity value to the Company’s accounting policies, as required by professional accounting standards, (ii) the elimination of goodwill
generated by transactions between companies under the Company’s common control, (iii) the existence of irrevocable contributions, and (iv) adjustments to fair market value of net assets for acquisitions made by the Company.
Interest in votes amounts to 98.8%.
Interest in votes amounts to 23.2%.
Interest in votes amounts to 98.78%.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 22 -
December 31,
2023
December
31, 2022
1,152,808,600
(607,847,525)
(191,416,134)
(7,409,134,537)
(2,940,005,796)
(1,987,398,426)
137,346,530
(354,576,015)
(12,200,223,303)
2,381,412,069
127,277,028
-
(1,656,618,212)
(1,864,954,158)
(1,487,565,008)
597,294,758
(29,062,652)
(1,932,216,175)
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Equity in Earnings from Associates
AGEA
CIMECO
DLA
ARTEAR
IESA
Radio Mitre
GCGC
Other
4.5. Other Receivables
Non-Current
Related Parties (Note 8) (1)
Tax Credits
Deposits in Guarantee
Current
Related Parties (Note 8) (1)
Tax Credits
Advances
Advances to Suppliers
Prepaid Expenses
Judicial Liens
Advances to Directors and Supervisory Committee Members
Other
December 31,
2023
December 31,
2022
2,200,577,996
29,070,548
30,000
1,951,296,165
43,638,856
93,671
2,229,678,544
1,995,028,692
2,661,249,899
37,972,040
45,746,135
2,524,070
3,736,822
492,367
14,866,000
28,931,358
1,537,167,680
27,637,419
19,897,074
2,614,585
1,629,702
31,033,796
-
97,874,659
2,795,518,691
1,717,854,915
(1) As of December 31, 2023, the balances with related companies include the following loans:
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 23 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
-
LVI
Granting
Date
12-2018
11-2022
01-2023
04-2023
07-2023
10-2023
Outstanding principal
balance as of December
31, 2023
US$ 3,642,814
US$ 50,294
US$ 50,000
US$ 71,000
US$ 80,000
US$ 81,000
Method of Repayment
eight semi-annual installments, with
the first installment due in June 2024
one installment in November 2024
one installment in January 2024
one installment in April 2024
one installment in July 2024
one installment in October 2024
Regarding the loan granted in December 2018, LVI made partial repayments of principal during the
current fiscal year totaling U$S 326,000.
In January 2024, the Company granted LVI a new loan of US$ 84,000, maturing in January 2025.
Additionally, on the same date, the maturity of the U$S 50,000 loan was extended to January 2025.
- DLA
Granting
Date
03-2019
11-2022
01-2023
04-2023
07-2023
Outstanding principal
balance as of December
31, 2023
US$ 1,363,218
US$ 2,245
US$ 12,000
US$ 12,000
US$ 14,200
Method of Repayment
five semi-annual installments, with
the first installment due in March
2024.
one installment in November 2024
one installment in January 2024
one installment in April 2024
one installment in July 2024
In October 2023, the Company granted a loan to DLA in the amount of US$ 15,000, which was repaid
in November 2023.
In January 2024, DLA fully repaid the outstanding debt under the loan agreements held as of
December 31, 2023, amounting to U$S 1,466,805, as described in Note 18.
Additionally, in January 2024, the Company granted a new loan to DLA for US$ 15,000, maturing in
January 2025.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 24 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
- AGEA
Granting
Date
11-2022
11-2022
01-2023
04-2023
07-2023
10-2023
Outstanding principal
balance as of December
31, 2023
US$ 52,760
US$ 79,040
US$ 50,000
US$ 60,000
US$ 65,000
US$ 68,000
Method of Repayment
one installment in November 2024
one installment in November 2024
one installment in January 2024
one installment in April 2024
one installment in July 2024
one installment in October 2024
In January 2024, the Company granted AGEA a new loan of US$ 68,000, maturing in January 2025.
Additionally, on the same date, the maturity of the U$S 50,000 loan was extended to January 2025.
4.6 Other Investments
Non-Current
Fixed-Term Deposits
Current
Financial Instruments
Mutual Funds
4.7 Cash and Banks
Cash and Imprest Funds
Banks
4.8 Taxes Payable
Current
Taxes Payable on a National Level
December 31,
2023
December 31,
2022
2,069,175,172
1,408,647,204
2,069,175,172
1,408,647,204
58,064,665
2,012,086,018
2,261,173,455
147,644,293
2,070,150,683
2,408,817,748
December
31, 2023
24,231,278
68,304,128
December
31, 2022
17,198,422
661,389,626
92,535,406
678,588,048
December 31,
2023
December 31,
2022
50,333,441
50,333,441
76,597,184
76,597,184
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 25 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
4.9 Trade and Other Payables
Current
Suppliers and Trade Provisions
Related Parties (Note 8)
Employer’s Contributions
4.10 Other Liabilities
Non-Current
Related Parties (Note 8)
Other
Current
Related Parties (Note 8)
Other
December 31,
2023
December 31,
2022
312,740,937
54,684,688
608,170,666
975,596,291
354,297,621
77,685,015
1,178,319,377
1,610,302,013
December 31,
2023
December 31,
2022
2,061,547,500
1,406,808,943
323,380,000
-
2,384,927,500
1,406,808,943
24,654,876
179,584,896
204,239,772
524,987,588
145,713,476
670,701,064
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 26 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
4.11 Assets and Liabilities in Foreign Currency
December 31, 2023
December 31, 2022
Type and Amount
of Foreign
Currency
Prevailing
Exchange
Rate
Amount in Local
Currency
Type and Amount
of Foreign Currency
Amount in Local
Currency
US$
US$
US$
3,098,384
2,265,375
112,704
805.450
805.450
805.450
2,495,593,213
1,824,646,455
US$
US$
90,777,566
US$
1,642,912
4,103,264
1,097,691
US$
US$
2,568,968
2,732,110
805.450
805.450
4,411,017,234
2,069,175,121
2,200,578,294
4,269,753,415
8,680,770,649
US$
US$
2,556,218
3,540,942
US$
GBP
EUR
US$
188,731
808.450
152,579,609
US$
22,407
1,032.876
14,150
100,000
894.712
808.450
23,143,780
GBP
12,660,169
EUR
80,845,000
US$
269,228,558
211,407
14,150
22,407
450,000
US$
2,950,000
808.450
2,384,927,500
US$
2,550,000
2,384,927,500
2,654,156,058
905,354,356
2,261,173,449
604,901,251
3,771,429,056
1,408,647,204
1,951,296,153
3,359,943,357
7,131,372,413
116,631,109
8,368,470
14,980,012
248,260,403
388,239,994
1,406,808,943
1,406,808,943
1,795,048,937
Items
ASSETS
CURRENT ASSETS
Other Receivables
Other Investments
Cash and Banks
Total Current Assets
NON-CURRENT ASSETS
Other Investments
Other Receivables
Total Non-Current Assets
Total Assets
LIABILITIES
CURRENT LIABILITIES
Trade and Other Payables
Trade and Other Payables
Trade and Other Payables
Other Liabilities
Total Current Liabilities
NON-CURRENT LIABILITIES
Other Liabilities
Total Non-Current Liabilities
Total Liabilities
US$ - US Dollars
EUR: Euros.
GBP: Great Britain Pound.
4.12 Changes in Allowances
Items
Deducted from Assets
Valuation Allowance for Net Deferred
Tax Assets
Total
Balance at the
Beginning of
the Period
Increases
Decreases
Balances as of
December 31,
2023
Balances as of
December 31,
2022
1,186,461,848
1,186,461,848
-
-
(861,396,896)
325,064,952
1,186,461,848
(861,396,896)
(1)
325,064,952
1,186,461,848
(1) Includes $ 56 million charged to Income Tax and the effect of Gain (Loss) on Net Monetary Position.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 27 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 5 - BREAKDOWN OF THE MAIN ITEMS OF THE SEPARATE STATEMENT OF COMPREHENSIVE
INCOME
5.1 Information Required under Article 64, Subsection b) of Law No. 19,550
Item
Salaries, Social Security and Benefits to Personnel (1)
Supervisory Committee’s fees
Fees for services (2)
Taxes, Duties and Contributions
Other personnel expenses
IT expenses
Maintenance Expenses
Communication expenses
Advertising expenses
Contingencies
Travel Expenses
Stationery and Office Supplies
Depreciation of Property, Plant and Equipment
Amortization of Intangible Assets
Depreciation of Investment Properties
Other expenses
Administrative Expenses
December 31,
2023
December 31,
2022
2,611,020,892
16,778,193
1,094,008,792
375,734,537
236,654,162
91,379,822
198,328,811
28,798,698
3,548,139
-
120,295,072
13,117,701
80,548,384
9,964,579
480,692,453
338,978,401
3,269,149,148
18,300,079
1,128,670,439
403,095,085
157,874,330
115,807,175
150,871,507
25,603,037
39,885,555
453,064
113,090,133
7,392,304
332,363,821
15,506,098
240,346,228
278,936,941
Total
5,699,848,636
6,297,344,944
(1) Includes fees for technical and administrative services to Directors in the amount of $ 166,512,267 as of December 31, 2023. Additionally, they include
the effect of the long-term savings plan for employees mentioned in Note 13.
(2) Includes Directors' fees for the year 2023 in the amount $ 299,499,891.
5.2 Other Financial Results, net
Exchange Differences
Interest
Results from Operations with Notes and Bonds
Other Taxes and Expenses
5.3 Other Income and Expenses, net
Rental Income
Other
December 31,
2023
6,886,896,682
433,580,760
6,715,902
(113,992,962)
7,213,200,382
December 31,
2022
2,684,790,550
322,035,049
(488,476,104)
(91,099,379)
2,427,250,116
December 31,
2023
604,747,017
(152,395,218)
452,351,799
December 31,
2022
43,315,124
(177,509,655)
(134,194,531)
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 28 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 6 - INCOME TAX
The following table shows the breakdown of net deferred tax assets (amounts stated in thousands of
Argentine Pesos):
Assets / (Liabilities)
Specific Tax Loss Carryforward
General Tax Loss Carryforward
Other Investments
Employer’s Contributions
PP&E
Other
Deferral of the Inflation Adjustment for Tax Purposes
Subtotal
Valuation Allowance for Deferred Tax Assets (Note 4.12)
Net Deferred Tax Assets
December 31,
2023
December 31,
2022
-
288,388
633,013
15,940
(24,476)
760
21,097
934,722
(325,065)
609,657
56,019
974,619
639,740
27,683
(30,023)
3,733
126,930
1,798,701
(1,186,462)
612,239
The following table shows the reconciliation between the income tax charged to net income (loss) for the
years ended December 31, 2023 and 2022 and the income tax liability that would result from applying the
current tax rate on 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 Tax Assessed at the Current Tax Rate on Income
(Loss) before Income Tax 25 %
2,636,095
1,051,068
December 31,
2023
December 31,
2022
Permanent Differences:
Equity in Earnings from Associates
Non-Deductible Expenses
Gain (Loss) on Net Monetary Position
Subtotal
Unrecognized Deferred Tax Assets (1)
Income Tax
Deferred Taxes for the Year
Total
(3,050,056)
325,842
29,603
(58,516)
55,934
(2,582)
(2,582)
(2,582)
(483,056)
(10,464)
(206,669)
350,879
(419,611)
(68,732)
(68,732)
(68,732)
(1) As of December 31, 2023, it corresponds to recoveries of Deferred Tax Assets not recognized in previous fiscal years.
As of December 31, 2023, the Company’s accumulated tax loss carryforwards amounted to approximately
$ 1,153 million, which calculated at the tax rate that will be effective at the time the Company estimates it will
revert it, represent deferred tax assets in the amount of approximately $ 288 million, for which a provision has
been set up. 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):
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 29 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
Expiration year
Tax
Loss Carryforwards
2026
2027
575,052
578,500
1,153,552
NOTE 7 - RESERVES, RETAINED EARNINGS, AND DIVIDENDS
Balances at the beginning of the year:
Retained Earnings
Other Reserves
Legal Reserve
Voluntary Reserves (1)
Total
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,
2023
December 31,
2022
(4,273,004,927)
(1,573,175,216)
6,302,845,920
13,674,469,809
14,131,135,586
(10,546,959,727)
3,584,175,859
6,302,845,920
(1,573,175,216)
-
13,674,469,809
18,404,140,513
(4,273,004,927)
14,131,135,586
The Company’s bylaws provide that retained earnings shall be appropriated as follows: (i) 5% to the
Company's legal reserve until such reserve equals 20% of the Company's capital stock; and (ii) the balance,
in whole or in part, to the payment of the fees of the members of the Board of Directors and the Supervisory
Committee, to dividends on common shares, or reserve accounts, or as otherwise determined by the
Shareholders, among other situations.
On April 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 million ($ 6,303 million in constant currency as of December 31, 2023) to the Legal Reserve.
At the Annual Ordinary Shareholders Meeting held on April 25, 2023, the shareholders of the Company
decided, among other things, to absorb the net loss for the year ended December 31, 2022 which amounted
to $ 1,372 million in historical currency as of that date ($ 4,273 million in constant currency as of December
31, 2023) through the partial reversal of the Legal Reserve.
b. ARTEAR
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 million in historical currency as of that date ($ 9,017 million in constant
currency as of December 31, 2023) 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 30 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 million in order to distribute dividends,
of which $ 387.5 million corresponded to the Company ($ 1,762 million in constant currency as of December
31, 2023). ARTEAR settled all the distributed dividends.
c. IESA
At the General Ordinary and Extraordinary Shareholders’ Meeting held on April 13, 2022, the shareholders
of IESA decided, among other things, to appropriate the net profit of the year ended December 31, 2021
which amounted to $ 188,909,984 in historical currency as of that date ($ 1,145,929,586 in constant currency
as of December 31, 2023) 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 $ 100,000,000
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 IESA is held.
On May 24, 2022, the Board of Directors of IESA approved the partial reversal of the Voluntary Reserve for an
aggregate amount of $ 85,000,000 in order to distribute dividends, of which $ 81.6 million corresponded to
the Company ($ 382.8 million in constant currency as of December 31, 2023). Those dividends were collected
in full as of the date of these Financial Statements.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 31 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 8 – BALANCES AND TRANSACTIONS WITH RELATED PARTIES
The following table shows the breakdown of the Company’s balances with its related parties:
Company
Subsidiaries
AGEA
ARTEAR
Radio Mitre
GCGC
FPP
GC Minor
Trisa
UNIR
-
Impripost
Item
December 31,
2023
December 31,
2022
Other Receivables
Trade and Other Payables
Other Liabilities
Other Receivables
Trade and Other Payables
Other Receivables
Other Liabilities
Other Receivables
Trade and Other Payables
Other Receivables
Other Liabilities
Other Liabilities
Other Non-Current Liabilities
Trade and Other Payables
Other Receivables
Trade and Other Payables
Other Liabilities
386,218,883
(14,341,544)
(24,600,000)
701,325
(67,353)
-
(23,959)
3,333,987
(8,664,873)
25,350
(30,917)
287,863,771
(24,874,757)
(276,587,881)
2,183,980
(209,733)
135,649,170
-
4,552,387
(25,735,431)
78,954
(96,275)
1,632,500
23,356
-
(2,061,547,500)
(3,355,005)
(248,260,402)
(1,406,808,943)
-
-
(19,062)
-
22,547,087
(59,361)
(43,030)
Indirectly controlled
Carburando
Other Receivables
Other Receivables
12,739,180
42,773,942
Ferias y Exposiciones S.A.
Other Receivables
TELECOR
Other Receivables
LVI
DLA
URBANO
OSA
Other Receivables
Other Non-Current Receivables
Other Receivables
Other Non-Current Receivables
Trade and Other Payables
Other Receivables
128
-
1,023,032,447
2,200,577,996
1,165,461,173
-
(1,000,000)
2,000,895
399
4,898,442
548,390,041
1,551,156,283
287,697,882
400,139,882
-
-
Other Related Parties
Cablevisión Holding
Other Receivables
Telecom
Trade and Other Payables
Other Receivables
66,104,000
197,276,742
(27,236,851)
31
(26,805,733)
3,231,527
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 32 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
The following table details the transactions carried out by the Company with related parties for the years
ended December 31, 2023 and 2022:
Company
Item
December 31,
2023
December 31,
2022
Subsidiaries
AGEA
ARTEAR
Radio Mitre
GCGC
Indirectly controlled
TELECOR
UNIR
TRISA
Impripost
Urbano
Carburando
CUSPIDE
LVI
DLA
OSA
Other Related Parties
Management Fees
Advertising
Interest Income
Management Fees
Management Fees
Services
Management Fees
Management Fees
Services
Management Fees
Management Fees
Management Fees
Management Fees
Interest Income
Interest Income
Management Fees
Telecom
Services
Cablevisión Holding
Management Fees
537,106,675
(11,366,451)
6,589,533
469,973,346
(13,688,951)
321,622
1,994,595,881
2,203,600,438
237,404,063
469,973,349
(388,242,239)
(564,008,607)
61,317,924
-
-
67,937,408
20,367,169
(27,015,725)
130,518,374
213,478,887
104,745,380
38,563,558
27,006,129
60,044,828
483,054,870
427,288,373
209,740,070
213,213,383
79,127,057
75,279,405
65,055,738
-
(17,404,582)
(61,473,130)
695,926,618
731,069,650
The fees paid to the Board of Directors and the Upper Management of the Company for the years ended
December 31, 2023 and 2022 amounted to approximately $ 1,517 million and $ 1,881 million, respectively.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 33 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 9 - TERMS AND INTEREST RATES OF INVESTMENTS, RECEIVABLES AND LIABILITIES
December 31, 2023
Investments
Without any established term(1)
Due
More than two and up to three years (5)
Receivables
Without any established term(2)
Due (3)
Within three months
More than three months and up to six months
More than six months and up to nine months
More than nine months and up to twelve months
More than one and up to two years
More than two and up to three years
More than three and up to four years
Liabilities (4)
Without any established term
Due
Within three months
More than three months and up to six months
More than six months and up to nine months
More than nine months and up to twelve months
More than two and up to three years
2,070,150,683
2,069,175,172
2,069,175,172
4,139,325,855
251,540,082
1,446,853,399
487,647,449
121,009,860
488,497,901
762,596,626
733,526,098
733,525,820
4,773,657,153
5,025,197,235
66,221,736
1,065,331,870
118,000
98,459,898
38,000
2,384,927,500
3,548,875,268
3,615,097,004
(1) Bearing interest at variable rate. They include a balance of US$ 2,196,465.
(2) Non-interest bearing.
(3) It includes US$ 5.8 million and accrues interest at a fixed rate.
(4) It does not accrue any interest and include a balance of US$ 3,238,731, GB£ 22,407 and EU€ 14,150. It does not include provisions.
(5) Bearing interest at fixed rate. They include a balance of US$ 2,568,968.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 34 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 10 - PROVISIONS AND OTHER CONTINGENCIES
10.1 Claims and Disputes with Governmental Agencies
a. On July 12, 2013, the Company was served notice of Resolution No. 17,131 dated 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 was, among other things, null and void, because it lacked sufficient grounds and its enactment
was 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 V of the National Court of Appeals on Federal Administrative
Matters issued an injunction, whereby it suspended the effects of Resolution No. 17,131/2013 dated July
11, 2013. On July 5, 2022 Chamber V of the National Court of Appeals on Federal Administrative Matters
notified the Company of the decision rendered in re “Grupo Clarín S.A. v. CNV – Resol No. 17,131/13
(File 737/13)” File No. 29,563/2013, whereby it admitted the direct appeal and ordered the nullity of
Resolution No. 17,131/2013, which had rendered irregular and with no effect for administrative purposes
the Company’s Annual Ordinary Shareholders’ Meeting held on April 25, 2013. Said decision became
final because the CNV did not file an extraordinary appeal.
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 separate 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 separate 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 the National Court of First Instance on Commercial Matters
No. 17, Clerk’s Office No. 34. This claim seeks to nullify and challenge the corporate decisions made at
the Shareholders' Meeting held on April 25, 2013 and those made at the Board of Directors’ Meeting
held on April 26, 2013. As of the date of these Financial Statements, 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 35 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
of these separate financial statements and as informed by GC Dominio S.A., that company has filed 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 separate 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 separate
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, 2023 would amount to approximately $
12.3 million for taxes and $ 82.8 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 36 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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 General 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. On September 25, 2023, the CNV served notice
of Resolution RRFCO 2023 258 APN CNV dated September 20, 2023, which decreed that the claim had
exceeded the applicable statute of limitations in relation to the parties subject to the summary
proceedings.
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 had to state whether she fell within the grounds for recusation
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 37 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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. On March 22, 2023, the Chamber acknowledged the filing of the
appeals and ordered the claimants to pay the court costs, and the bono de derecho fijo [a mandatory fee
to support Argentina’s Bar Association's activities]. On May 23, 2023, the Company complied with such
payments. On August 1, 2023, the appellant requested the Chamber to render a decision. On September
18, 2023, following the Prosecutor's Opinion, the case was moved to judgment.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 38 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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, and on February 28, 2023, the payment made by Telecom Argentina S.A.
was acknowledged. On June 9, 2023, the Chamber returned to the CNV the case file "Cablevisión S.A.
and others vs. National Securities Commission on Appeal of administrative resolution" in paper format.
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 $ 102.8 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 39 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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. As a result,
with the CNV resolution being final as of the date of issuance of these financial statements, the case file
was closed.
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 $ 7.9 million for late-payment interest and fines, calculated as of December 31, 2023.
The official value-added tax assessment amounts to $ 0.8 million for tax differences and $ 4.3 million for
late-payment interest and fines, calculated as of December 31, 2023.
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 $ 6.7
million for late-payment interest and fines, calculated as of December 31, 2023.
The official value-added tax assessment amounts to $ 0.5 million for tax differences and $ 2.6 million for
late-payment interest and fines, calculated as of December 31, 2023.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 40 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 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. On April 27, 2023, Chamber II rendered a decision whereby it: i) granted the appeals filed by the
claimants and, consequently, revoked the Joint Confidential Resolution No. RRFCO-2020-112-APN-
DIR#CNV issued on March 11, 2020, whereby the CNV had imposed a fine on Grupo Clarín S.A. and, on
a joint and several basis, on its Directors, members of the Audit Committee and members of the
Supervisory Committee, in all cases referring to permanent members in office at the time of the
occurrence of the events that motivated the proceedings, for having violated the guarantees of
reasonable timeframe and due process protected by the Argentine National Constitution and the
American Convention on Human Rights, and ii) awarded the costs of the appeal to the CNV. On May 22,
2023, the CNV filed an extraordinary appeal against the decision rendered on April 27, 2023. On July 14,
2023, the claimants answered the extraordinary appeal. 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. As of the date of these financial statements, a
decision has not been rendered on the extraordinary appeal. On September 1, 2023, the Chamber
dismissed the extraordinary appeal and, on September 12, 2023, the CNV filed a direct appeal, which is
pending resolution as of the date of these financial statements.
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 $ 37 million in late-payment interest.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 41 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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. On April 11, 2023, Pol-Ka filed an appeal against the tax assessment.
On June 12, 2023, the Tax Authorities submitted the file to Chamber 3 of the Federal Court of Appeals.
If AFIP’s assessment prevailed, considering Pol-ka's position regarding the above-mentioned periods,
the maximum contingency would amount to $378 million as of December 31, 2023.
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.
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. On May 30, 2023, the file was submitted
to Chamber II of the Court of Appeals on Federal Civil and Commercial Matters in re “ARTE
RADIOTELEVISIVO ARGENTINO S.A. AND OTHER V. NATIONAL GOVERNMENT. MINISTRY OF
ECONOMY. SECRETARIAT OF TRADE. CNDC ON APPEAL FILED AGAINST RESOLUTION ISSUED BY
THE NATIONAL ANTITRUST COMMISSION” (file 7331/2023) and is currently pending before such
chamber.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 42 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
l. On September 5, 2023, ARTEAR was notified of the claim filed in re "ASOCIACION DE DEFENSA DEL
ASEGURADO CONSUMIDORES Y USUARIOS-ADACU- ASOCIACIÓN CIVIL v. TELECOM ARGENTINA
S.A. and OTHER on Ordinary Proceeding” File No. 003062/2023, pending before Clerk’s Office No. 51
of the National Court of First Instance on Commercial Matters No. 26. The claim is grounded on the fine
imposed by the CNDC described in Note 10.1.k to these Separate Financial Statements.
The claim brought by ADACU seeks the reimbursement to users who paid for service packs or plans that
included PAY TELEVISION (either as one of the services included in the relevant plan or as a single
service), in the relevant area of the Autonomous City of Buenos Aires, boroughs of the AMBA region
(Metropolitan Area of Buenos Aires), the City of Rosario, and the City of Córdoba, from December 1, 2017
to July 31, 2021, of 1.21% as compensatory damages and 2% as punitive damages, for all amounts paid
by consumers in the relevant area of the contested plans during the disputed period, plus interest,
alleging that the fixing of prices qualifies as an anti-competitive practice.
On September 26, 2023, a response was filed in due time and form.
ARTEAR and its legal advisors believe that they have sound grounds for the claim brought by ADACU to
be dismissed, especially since ARTEAR does not have any subscribers who pay for any services; instead,
users are subscribed to the services rendered by the cable operators.
10.2 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 Separate Financial
Statements, both parties filed an appeal against that decision and the file is currently pending 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 43 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
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.
d. 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.
10.3 Matters concerning Papel Prensa
1. 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 44 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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. 17,615/97,564, 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 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 point 2 above.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 45 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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%).
Pursuant to Article 11 of Emergency Decree No. 70/2023, published in the Official Gazette of Argentina on
December 21, 2023, the National Government repealed Law No. 26,736.
2. 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 on Commercial Matters rendered a
decision on more than 90 proceedings declaring them moot as requested by Papel Prensa 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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 46 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
3. 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.
4. 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.
5. AGEA has not recorded any impact in connection with the foregoing, since its effects shall depend on the
final outcome. Such effects are not expected to be material to these financial statements.
NOTE 11 - REGULATORY FRAMEWORK
11.1. Audiovisual Communication Services Law
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.
11.2. 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 47 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 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 was under the jurisdiction of the Secretariat of
Public Innovation under the Chief of the Cabinet of Ministers.
Pursuant to Decree No. 111/2024 (which amended Decree No. 50/2019), published in the Official Gazette
on February 2, 2024, the National Government modified the organizational structure of the National Public
Administration. Consequently, the ENACOM is under the jurisdiction of the Chief of Cabinet of Ministers.
Notwithstanding the foregoing, through Decree No. 89/2024, published in the Official Gazette on January
29, 2024, the National Government ordered the intervention of the ENACOM for a period of 180 days.
Pursuant to said Decree, the powers established for the Enforcement Authority under Laws Nos. 26,522 and
27,078 are jointly assigned to the Intervenor and the Deputy Intervenors. The period during which the
Regulatory Authority will be subject to intervention may be renewed only once.
11.3. 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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 48 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
Subsequently, through Decree No. 70/2023 published in the Official Gazette on December 21, 2023, the
National Government once again amended the multiple license regime, eliminating the limit of audiovisual
communication services set at the national level (15 broadcast television and radio services).
11.4. 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.
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 49 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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 licenses for rendering broadcast
television and sound broadcasting services made a filing with the ENACOM requesting the extension of the
terms of their licenses pursuant to Article 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.
Through Resolutions Nos. 1,890/2018 and 1,874/2018, the ENACOM deemed that the remaining
subsidiaries of the Company had opted to request an extension under the regime provided by Article 20 of
Decree No. 267/15, for the exploitation of broadcast television services (LU 81 TV Channel 7 of Bahía Blanca
and LV 81 TV Channel 12 of Córdoba).
The ENACOM issued Resolution No. 1,176/19, whereby it granted the extension requested by Radio Mitre
for all of its licenses for the provision of sound broadcasting service and deemed that Radio Mitre had opted
to request such extension under the regime provided by Article 20 of said Decree. The extension was granted
for a term of 10 years, with the right to an automatic extension for a term of 5 more years.
11.5. 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.
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:
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 50 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
• 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
11.6. 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.
The Decree was ratified by the Argentine Congress under the terms of Law No. 26,122 and was regulated
through ENACOM Resolutions Nos. 1,466/2020 and 1,467/2020, published in the Official Gazette on
December 21, 2020.
Said Resolutions provide 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.
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 is important to highlight that some ICT service licensees that fall within the scope of the legal regime have
been granted injunctions suspending its enforcement and, in some cases, courts of first instance have issued
rulings declaring it unconstitutional. In fact, through Decree No. 89/2024, which orders the intervention of
the ENACOM, the National Government commissioned the preparation of a report to analyze the
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 51 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
consequences brought about by the issuance of Emergency Decree No. 690/20, as well as a proposal for the
resolution of the issue.
11.7. 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 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 content that does not voluntarily agree to the
settlement proceeding.
11.8. 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 exercised the option to settle those fines calculated under the regime set forth by Resolution No.
661/AFSCA/2014, which allowed for the assessment of significantly more beneficial amounts. It executed
payment agreements with the Enforcement Authority, which as of this date have already been settled.
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
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 52 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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.
NOTE 12 - CAPITAL STOCK STRUCTURE
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 53 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
-
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, said shares were settled
in accordance with applicable regulations.
On November 22, 2023, pursuant to a resolution by its Board of Directors, the Company submitted a request
to the London Stock Exchange for the cancellation of the admission to trade the Global Depositary Shares
representing Class B shares of the Company ("GDSs") that had been previously granted. The Company also
requested the UK Financial Conduct Authority for the delisting of the GDSs from the Official List.
This decision was adopted by the Company's Board of Directors due to the decrease in trading volume in
London since 2017 as a result of the low liquidity of the asset in that market, the costs associated with
maintaining the listing in that market, and the fact that investors will retain the current right to hold their GDSs
or convert them into Class B shares of the Company, which are listed and traded on BYMA.
On December 22, 2023, the UK Financial Conduct Authority authorized the delisting of the GDSs
representing Class B shares of the Company, and the London Stock Exchange canceled the admission to
trade such GDSs in that market.
NOTE 13 - LONG-TERM SAVINGS PLAN FOR EMPLOYEES
During the last quarter of 2007, the Company, together with its subsidiaries, began to implement a long-term
savings plan for certain executives (directors and managers comprising the “executive payroll”), which
became effective in January 2008. Executives who adhere to such plan undertake to contribute regularly a
portion of their salary (variable within a certain range, at the employee’s option) to a fund that will allow them
to strengthen their savings capacity. Each company of the Group where those executives render services will
match the sum contributed by such executives. This matching contribution will be added to the fund raised
by the employees. Under certain conditions, the employees may access such funds upon termination of their
participation in the long-term savings plan.
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, 2023,
such supplementary contributions made by the Company on a individual basis amount to approximately $
49.3 million, and the charge to income is deferred until the retirement of each executive.
During 2013, and in view of the current environment, certain changes were made to the savings system,
though maintaining in its essence the operation mechanism and the main characteristics with regard to the
obligations undertaken by the company.
Pursuant to IAS No. 19, the above-mentioned savings plan qualifies as a Defined Contribution Plan, which
means that the companies’ contributions shall be charged to income on a monthly basis as from the date the
plan becomes effective.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 54 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
NOTE 14 – FINANCIAL INSTRUMENTS
14.1 – Financial Risks Management
The Company is a party to transactions involving financial instruments, which entail exposure to market,
currency and interest rate risks. The management of these risks is based on the particular analysis of each
situation, taking into account its own estimates and those made by third parties of the evolution of the
respective factors.
14.1.1 Capital Risk Management
The Company 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 shareholders’ equity.
As of December 31, 2023 and 2022, the Company did not have any balances under loans.
14.1.2 Categories of Financial Instruments
Financial Assets
At amortized cost
Cash and Banks
Other Receivables (1)
Non-Current Investments
At fair value with an impact on net income
Current Investments
Total Financial Assets
Financial Liabilities
At amortized cost
December 31,
2023
December 31,
2022
92,535,406
4,976,903,068
2,069,175,172
678,588,048
3,690,371,942
1,408,647,204
2,070,150,683
9,208,764,329
2,408,817,748
8,186,424,942
Accounts Payable and Other Liabilities (2)
Total Financial Liabilities
3,052,454,514
3,052,454,514
2,857,736,044
2,857,736,044
(1) Includes receivables with related parties of $ 4,861.8 million and $ 3,488.5 million, as of December 31, 2023 and 2022, respectively.
(2) Includes debts with related parties of $ 2,140.9 million and $ 2,009.5 million, respectively, as of December 31, 2023 and 2022.
14.1.3 Objectives of Financial Risk Management
The Company 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.
The Company does not enter into financial instruments for speculative purposes as common practice. As of
December 31, 2023 and 2022, the Company was not a party to agreements involving derivatives.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 55 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
14.1.4 Exchange Risk Management
Grupo Clarín enters into foreign currency transactions; therefore, it is exposed to fluctuations of exchange
rates.
The Company does not currently enter into foreign exchange hedging transactions to manage foreign
currency fluctuation risk. In case the Company enters into such transactions, it cannot assure that those
operations will protect its financial position from the eventual negative effect of exchange rate fluctuations.
The following table shows the monetary assets and liabilities denominated in foreign currency (US dollars) at
the closing of the years ended December 31, 2023 and 2022:
ASSETS
CURRENT ASSETS
Cash and Banks
Other Investments
Other Receivables
Total Current Assets
NON-CURRENT ASSETS
Other Investments
Other Receivables
Total Non-Current Assets
Total assets
LIABILITIES
CURRENT LIABILITIES
Current and Other Payables
Other Liabilities
Total Current Liabilities
NON-CURRENT LIABILITIES
Other Liabilities
Total Non-Current Liabilities
Total Liabilities
US$
December 31,
2023
US$
December 31,
2022
112,704
2,265,375
3,098,384
5,476,463
2,568,968
2,732,110
5,301,078
10,777,541
188,731
100,000
288,731
2,950,000
2,950,000
3,238,731
1,097,691
4,103,264
1,642,912
6,843,867
2,556,218
3,540,942
6,097,160
12,941,027
211,407
450,000
661,407
2,550,000
2,550,000
3,211,407
Bid/offered exchange rates (Banco de la Nación Argentina) as of December 31, 2023 and 2022 were of
$ 805.45 and $ 808.45 and $ 176.96 and $ 177.16; respectively.
14.1.4.1 Foreign Exchange Sensitivity Analysis
The Company is exposed to exchange risk, mainly with respect to the US dollar.
The following table shows the Company’s sensitivity to an increase in the exchange rate of the US dollar. The
sensitivity rate represents Management’s assessment of the possible reasonable changes in exchange rates.
The sensitivity analysis only includes the outstanding monetary items denominated in foreign currency and
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 56 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
adjusts its translation at the end of the year with a 20% increase in the exchange rate, assuming that all the
remaining variables remain constant.
Net Income
Effect in $
(million)
December 31,
2023
Effect in $
(million)
December
31, 2022
1,212
841
The sensitivity analysis presented above is hypothetical since the quantified impact is not necessarily an
indicator of the actual impact, because exposure levels may vary over time.
14.1.5. Interest Rate Risk Management
At the closing of the year, the Company does not have any financial liabilities with variable interest rates.
However, a substantial increase in interest rates may limit the Company’s ability to access financing.
14.1.6. Credit Risk Management
Credit risk is defined as the risk that one of the parties may breach its contractual obligations, generating an
eventual financial loss for the Company. The Company renders services solely to companies of the same
economic group. The credit risk on liquid funds is limited due to the fact that the counterparties are banks
with high credit ratings issued by credit rating agencies.
The following table details the maturities of the Company’s financial assets as from the closing of the reporting
year. The amounts disclosed in the table are the undiscounted contractual cash flows.
Payable on Demand
December 31,
2023
2,162,686,089
December 31,
2022
3,087,405,796
Without any established term
251,516,044
775,912,805
Due
Up to three months
More than three months and up to six months
More than six months and up to nine months
More than nine months and up to twelve
months
More than one and up to two years
More than two and up to three years
More than three and up to four years
1,400,320,427
488,252,091
121,159,898
489,104,392
763,507,402
734,436,802
2,802,700,992
9,213,684,137
226,568,331
329,136,458
198,321,322
433,039,430
1,038,231,779
735,235,209
1,963,401,010
8,787,252,140
14.1.7. Liquidity Risk Management
The Board of Directors is ultimately responsible for liquidity management. Accordingly, it has established an
adequate framework to manage liquidity so that Management can meet short, medium, and long-term
financing requirements, as well as the Company's liquidity management. The Company manages liquidity
risk maintaining an adequate level of reserves, financial facilities, and loans, monitoring on an ongoing basis
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 57 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
projected cash flows against actual cash flows and reconciling the maturity profiles of financial assets and
liabilities.
14.1.8. Interest Rate Risk and Liquidity Risk Table
The following table details the maturities of the Company’s financial liabilities as from the closing of the
reporting year. The amounts disclosed in this table represent undiscounted cash flows (principal plus
contractual interest):
Accounts
Payable and
Other Liabilities
Total as of
December 31,
2023
Without any established term
66,197,769
66,197,769
Due
Up to three months
More than three months and up to six
months
More than six months and up to nine
months
More than nine months and up to
twelve months
More than two and up to three years
502,713,348
118,000
98,459,897
38,000
502,713,348
118,000
98,459,897
323,418,000
2,384,927,500 2,061,547,500
3,052,454,514 3,052,454,514
14.1.9. Financial Instruments at Fair Value
The following table shows Grupo Clarín’s financial assets and liabilities measured at fair value at the closing
of the reporting year:
Assets
Current Investments
2,070,150,683
2,012,086,018
58,064,665
December 31,
2023
Quoted Prices (Level 1)
Other Significant
Observable Items (Level 2)
December 31,
2022
Quoted Prices (Level 1)
Other Significant
Observable Items (Level 2)
Assets
Current Investments
2,408,817,748
147,644,293
2,261,173,455
Financial assets are valued using quoted prices for identical assets and liabilities (Level 1), or the prices of
similar instruments arising from sources of information available in the market (Level 2). As of December 31,
2023 and 2022, the Company did not have any asset or liability for which a comparison had not been
conducted against observable market data to determine their fair value (Level 3).
14.1.10. Fair Value of Financial Instruments
The book value of cash and banks, accounts receivable and short-term liabilities is similar to the fair value
because these are instruments with short-term maturities.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 58 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
As of December 31, 2023 and 2022, the Company did not have long-term financial loans.
NOTE 15 – OPERATING LEASES
The Company as Lessor
The total amount of minimum future collections for non-cancellable operating leases of certain property is
the following (in millions of $):
1 year
Between 1 and 5
December 31,
2023
703,196,028
635,687,156
1,338,883,184
December
31, 2022
147,171,663
352,697,738
499,869,401
NOTE 16 - COVENANTS, SURETIES AND GUARANTEES PROVIDED
As of December 31, 2023, the following covenants, sureties and guarantees were in effect:
a. The Company became guarantor of certain financial obligations of AGEA and some of its subsidiaries
with Banco Itaú Argentina S.A.
b. On June 24, 2022, Grupo Clarín accepted a proposal from TRISA, whereby Grupo Clarín guarantees
certain financial obligations undertaken by TRISA under a loan agreement with FOBAL. In accordance
with the proposal, Grupo Clarín created a pledge in favor of FOBAL on term deposits held by Grupo
Clarín for US$ 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, which was returned by the Company
in March and July 2023, and US$ 2,550,000 in March 2026.
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 Separate Financial Statements, Grupo Clarín’s guarantee was of
US$ 2,550,000.
NOTE 17 – CHANGES IN THE COMPANY'S OWNERSHIP INTEREST IN OTHER ENTITIES
a)
In October 2023, the Company accepted an offer from the minority shareholders of Diario Los Andes
Hermanos Calle S.A., whereby the Company acquired (i) 881,998 non-endorsable, registered,
common shares of DLA with a nominal value of $1 each, (ii) 40% of a single share, held in common
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 59 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
with CIMECO, which holds the remaining 60%, and (iii) 60% of a single share, held in common with
CIMECO, which holds the remaining 40%, collectively representing approximately 20% of the capital
stock and votes of DLA.
As consideration, the Company paid US$ 98,400 and assigned certain rights over real estate, which
brought the total value of the transaction to approximately US$ 0.6 million.
The Company, through CIMECO, already owned 80% of the capital stock and voting rights of DLA;
consequently, with the purchase of the above-mentioned shares, it now holds 100% of the capital
stock and voting rights of DLA, both directly and indirectly.
In July 2023, the Company and IESA executed an agreement relating to irrevocable contributions on
account of future share subscriptions whereby Grupo Clarín made a contribution in IESA of US$
950,000, equivalent to $ 250,752,500 ($ 487.3 million in constant currency as of December 31, 2023).
In October 2023, the Company entered into an irrevocable contribution agreement with Radio Mitre
for the absorption of losses, whereby it contributed the amount of U$S 500,000 to said company,
equivalent to $173,750,000 (U$S 245.9 million in constant currency as of December 31, 2023).
b)
c)
NOTE 18 – TRANSFER OF PROPERTY
On October 24, 2023, the Company and DLA entered into a deed in lieu of payment agreement, whereby
DLA agreed to settle the financial debt it held with the Company under the loans described in Note 4.5, by
transferring certain properties owned by DLA. The amount of the transaction will be the principal plus the
corresponding accrued interest up to the date of actual payment, i.e., until the effective date of the transfer
of the properties.
In relation to the aforementioned, on January 23, 2024, the transfer of the following properties owned by
DLA to Grupo Clarín was completed: (i) property located at Av. San Martín 1049/1055 and Primitivo de la
Reta 1054 in the City of Mendoza, and (ii) units two and three of Galerias Piazza located at Av. San Martin
1,027 in the City of Mendoza. With the transfer of these properties, DLA settled the debt it held with the
Company as of that date, amounting to U$S 1,466,805.
Similarly, on January 23, 2024, Grupo Clarín transferred units two and three of Galerias Piazza located at Av.
San Martin 1.027 in the City of Mendoza. The value of these properties was established at U$S 100,000. The
transfer was made to partially settle the debt that the Company owed to the minority shareholders of Diario
Los Andes Hermanos Calle S.A. for the purchase transaction of 20% of said company described in Note 17.
As of the date of issuance of these financial statements, the amount of the debt for this transaction amounts
to approximately US$ 0.4 million.
NOTE 19 - MACROECONOMIC SCENARIO
The Company operated in a complex economic context, with a strong volatility in the main variables, both at
the national and international level.
The main variables in Argentina were: (i) a decline in activity of 1.4% in 2023, according to preliminary GDP
data, (ii) an annual cumulative inflation of 211%, (iii) a strong devaluation of the peso against the US dollar,
from $ 180 per US$ at the start of the fiscal year to $ 805 per US$ at the end of the fiscal year, with December
experiencing the highest devaluation, and (iv) the monetary authority imposed exchange restrictions to
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 60 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
contain the demand for dollars. This involved, among other things, the requirement to request prior
authorization from the Argentine Central Bank to make payments abroad.
On December 10, 2023, a new government took office in Argentina, which has set among its goals to
establish a new economic regime in the country. To this end, it proposes to carry out a broad reform of laws
and regulations to advance with a deep deregulation of the economy and with structural reforms that lift the
restrictions for investing and operating in the country, including the gradual easing of the previously
mentioned exchange restrictions, with the objective of eliminating them once the macroeconomic conditions
to do so are met.
Among its first measures, the new government issued an Emergency Decree that repeals and/or amends
about 300 laws, introducing reforms in the labor market, the customs code, and the status of public
companies, among others. Although the Emergency Decree is subject to consideration and ratification by at
least one of the chambers of the National Congress, its provisions have been partially in effect since
December 29, 2023, in light of a series of legal actions that have granted the suspension of certain
amendments.
The context of volatility and uncertainty persists as of the date of issuance of these financial statements. The
Company's Management continuously monitors the evolution of the variables that affect its business, to
define its course of action and identify potential impacts on its equity and financial position.
The Company’s financial statements should be read in light of these circumstances.
NOTE 20 – LAW No. 26,831 CAPITAL MARKETS
Capital Markets Law – Law No. 26,831, as amended
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.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 61 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
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
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, 2023.
NOTE 21 – INFORMATION REQUIRED UNDER CNV RESOLUTION No. 629 – RECORD KEEPING
On August 14, 2014, the Argentine Securities Commission issued General Resolution No. 629, which
provides for record keeping regulations.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
- 62 -
GRUPO CLARÍN S.A.
Registration number with the IGJ: 1,669,733
For the periods established by effective laws, the Company keeps certain supporting documentation related
to the recording of its operations and economic-financial events at Gestión Compartida S.A., located at
Patagones 2550, City of Buenos Aires, which in turn outsources physical document archive services from the
third-party Bank S.A., a provider that has warehouses located at: Carlos Pellegrini 1201 - Dock Sud - Province
of Buenos Aires, Ruta Panamericana - Km 38,500 and calle 28 - Colectora Oeste - Province of Buenos Aires,
Unamuno 2095 - Province of Buenos Aires, Av. Fleming 2190 – San Martin - Provincia de Buenos Aires, Ruta
Panamericana - Km 31.750 – Colectora Oeste - Province of Buenos Aires.
NOTE 22 - APPROVAL OF SEPARATE FINANCIAL STATEMENTS
The Board of Directors has approved the Separate Financial Statements and authorized their issue for March
08, 2024.
Signed for identification purposes
with the report dated March 08, 2024
See our report dated
March 08, 2024
PRICE WATERHOUSE & CO. S.R.L.
CARLOS ALBERTO PEDRO DI CANDIA
Chair of the Supervisory Committee
C.P.C.E.C.A.B.A. Vol. 1 Fol. 17
(Partner)
JORGE CARLOS RENDO
Chair
- 63 -
Independent Auditors’ Report
To the Shareholders, President and Directors of
Grupo Clarín S.A.
Legal domicile: Piedras 1743
City of Buenos Aires
Tax Code No.: 30-70700173-5
Report on the Audit of the Separate Financial Statements
Opinion
We have audited the accompanying separate financial statements of Grupo Clarín S.A. (the “Company”),
including the separate statement of financial position at December 31, 2023 and the separate statements of
income, of comprehensive income, of changes in equity and cash flows for the year then ended, and notes to the
separate financial statements, including a summary of the most significant accounting policies and other
explanatory information.
In our opinion, the accompanying separate financial statements present fairly, in all material respects, the
separate financial position of the Company at December 31, 2023 and its separate comprehensive income and its
separate cash flows for the fiscal year then ended, in accordance with the IFRS Accounting Standards (“IFRS”).
Basis for Opinion
We have conducted our audit in accordance with International Standards on Auditing (ISAs). Those standards
have been adopted as auditing standards in Argentina by Technical Pronouncement No. 32 of the Argentine
Federation of Professional Councils in Economic Sciences (FACPCE) and approved by the International Auditing
and Assurance Standards Board (IAASB). Our responsibilities under those standards are further described in the
Auditors’ Responsibilities for the Audit of the Separate 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 Company 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), together with requirements that are relevant to our audit of the separate financial
statements in Argentina, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and 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 separate financial statements for the current year. These matters were addressed in the context of our audit of
the separate 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, 8th floor, C1106ABG - Autonomous City of Buenos Aires, Argentina
T: +(54.11) 4850.0000, www.pwc.com/ar
Key audit matters
Audit response
Recognition of advertising revenue from
subsidiaries
The Group, through its subsidiaries, has different
sources of sales revenue. Advertising sales revenue
from the subsidiaries amounting to $93,198,527,172
are recognized when the advertisement is published
and are calculated considering any estimated discount,
bonus, or rebate offered by its subsidiaries.
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 recognition of advertising sales revenue from
subsidiaries has a direct impact on the calculation of
income and equity used by Grupo Clarín to measure its
investments, by applying the accounting policies
described in Note 2.4.
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.
Information that accompanies the Separate Financial Statements (“Other Information”)
The Other Information comprises the annual report. The Board of Directors is responsible for the Other
Information.
Our opinion on the separate financial statements will not cover the Other Information and, therefore, we do not
express any audit conclusion.
In relation to our audit of the separate financial statements, our responsibility is to read the other information and
when doing so, considering whether the other information contained is materially inconsistent with the separate
financial statements or with our knowledge obtained in the audit or if for any other reason it appears to contain a
material misstatement. If, based on the work performed, we consider that, as regards our field of competence,
there is a material misstatement in the other information, we have to report it. We have nothing to report in this
regard.
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Board of Directors’ and Audit Committee’s Responsibilities for the Separate Financial Statements
The Board of Directors of Grupo Clarín S.A. is responsible for the preparation and fair presentation of the
separate financial statements in accordance with IFRS, and for the internal control the Board of Directors may
deem necessary to prepare the separate financial statements that are free of material misstatement, whether due
to fraud or error.
In preparing the separate financial statements, the Board of Directors is responsible for assessing the Company’s
ability to continue operating as a going concern, disclosing, as applicable, matters relating to going concern and
using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company, or to cease operations, or has no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the process of preparation of Company’s financial reporting.
Auditors’ Responsibilities for the Audit of the Separate Financial Statements
The objective of our audit is to obtain reasonable assurance that the separate financial statements as a whole are
free of material misstatement, whether due to fraud or error, and to issue an auditors’ 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 ISA 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 taken by users on the basis of these separate financial statements.
As part of the audit in accordance with ISA, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
•
Identify and asses the risks of material misstatement of the separate 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 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
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Company’s Board.
• Conclude on the appropriate application by the Company Board of Directors of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists as to events or
conditions that may cast significant doubt on the Company’s ability to continue operating as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the
related disclosures in the separate 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 issue of our auditor’s
report. However, future events or conditions may cause the Company to cease to continue operating as a
going concern.
• Evaluate the overall separate financial statement presentation, structure and content, including disclosures,
and whether the separate financial statements represent the underlying transactions and events in a manner
that achieves fair presentation.
We communicate with those charged with governance (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.
3
We also provide the Audit Committee with a statement on our fulfillment of relevant ethical requirements
regarding independence and communicate any relationship and other matters that might be thought to affect our
independence and, when applicable, the actions taken to reduce threats or the related safeguards.
Among the matters that have been subject to communications with those responsible for the Company’s
government (Company’s Audit Committee and Board of Directors), we determine those of most significance in the
audit of the separate financial statements, which are, consequently, the key audit matters. We describe these
matters in this audit report, except for those legal or regulatory provisions that prohibit the public disclosure of the
matter or if, in extremely infrequent circumstances, we determine that a matter should not be disclosed in our
report, because it is reasonable to expect that the adverse consequences of doing so would outweigh the public
interest benefits thereof.
Report on Other Legal and Regulatory Requirements
In compliance with current regulations, we report that:
a) The separate Financial Statements of Grupo Clarín S.A. are transcribed into the Inventory and Balance
Sheet book and as regards those matters that are within our competence, they are in compliance with the
provisions of the General Companies Law and pertinent resolutions of the National Securities
Commission;
b) The Separate Financial Statements of Grupo Clarín S.A. arise from accounting records kept in all formal
respects in conformity with legal regulations, which maintain the security and integrity conditions on the
basis of which they were authorized by the National Securities Commission;
c) at December 31, 2023, the debt of Grupo Clarín S.A. accrued in favor of the Argentine Integrated Social
Security System amounted, according to the Company’s accounting records, to $36,341,745, none of
which was claimable at that date;
d) as required by Section 21, subsection b), Chapter III, Part VI, Title II of the regulations issued by the
National Securities Commission, we report that total fees for auditing and related services billed to the
Grupo Clarín S.A. during the fiscal year ended December 31, 2023 account for:
d.1) 96% of the total fees for services billed to the Company for all items during that fiscal year;
d.2) 6% of the total fees for services for auditing and related services billed to the Company, its parent
company, subsidiaries and related companies during that year;
d.3) 5% of the total fees for services billed to the Company, its parent company, subsidiaries and related
companies for all items during that year and,
e) we have applied the anti-money laundering and financing of terrorism procedures for Grupo Clarín S.A., as
prescribed by professional standards issued by the Professional Council of Economic Sciences for the City
of Buenos Aires.
City of Buenos Aires, March 8, 2024.
PRICE WATERHOUSE & CO. S.R.L.
(Socio)
C.P.C.E.C.A.B.A. T° 1 F° 17
Dr. R. Sergio Cravero
Contador Público (UCA)
C.P.C.E.C.A.B.A. T° 265 F° 92
4
Free translation into English of the Report originally issued in Spanish
SUPERVISORY COMMITTEE’S REPORT
To the Shareholders of:
Grupo Clarín S.A.
TAX ID No. 30-70700173-5
Registered office: Piedras 1743
City of Buenos Aires
REPORT ON THE CONTROLS PERFORMED BY THE SUPERVISORY COMMITTEE ON THE FINANCIAL
STATEMENTS AND THE ANNUAL REPORT PREPARED BY THE BOARD OF DIRECTORS
I. OPINION
In our capacity as members of Grupo Clarín S.A.'s Supervisory Committee, we have performed a review of the
following documents:
a) The attached Separate Financial Statements of Grupo Clarín S.A. comprising the Separate Statement of
Financial Position as of December 31, 2023, the Separate Statement of Comprehensive Income, the Separate
Statement of Changes in Equity, and the Separate Statement of Cash Flows for the year then ended.
b) The attached Consolidated Financial Statements of Grupo Clarín S.A. and its subsidiaries comprising the
consolidated Statement of Financial Position as of December 31, 2023, the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Changes in Equity, and the Consolidated Statement of
Cash Flows for the year then ended.
c) A summary of the material accounting policies and other explanatory information.
d) The Inventory and Annual Report prepared by the Board of Directors for the year ended December 31, 2023.
In our opinion: (i) the separate financial statements mentioned in Section I. a), present fairly, in all material respects,
the separate financial position of Grupo Clarín S.A. as of December 31, 2023, the results disclosed in the separate
statement of comprehensive income and in the separate statement of cash flows for the year then ended, in
accordance with the International Financial Reporting Standards; and (ii) the consolidated financial statements
mentioned in section I. b), present fairly, in all material respects, the consolidated financial position of Grupo Clarín
S.A. and its subsidiaries as of December 31, 2023, and the results disclosed in the consolidated statement of
comprehensive Income and in the consolidated statement of cash flows for the year then ended in accordance
with the International Financial Reporting Standards.
We have reviewed the Inventory and the Board of Directors' Annual Report, comprising the main body and its
Exhibit I, for the year ended December 31, 2023. In this regard, within the scope of our competence, we have no
observations to make. The representations about future events included in the Annual Report are the exclusive
responsibility of Grupo Clarín S.A.’s Board of Directors.
II.
BASIS FOR OPINION
We performed the controls pursuant to Article 294, subsection 5 of the General Associations Law (Law No. 19,550,
as amended), the regulations of the Argentine Securities Commission (“CNV”, for its Spanish acronym), the Rules
of Bolsas y Mercados Argentinos S.A., and Technical Resolution No. 15 issued by the Professional Council in
Economic Sciences of the City of Buenos Aires (CPCECABA, for its Spanish acronym), as amended by Technical
Resolution No. 55 issued by said Council.) Our responsibilities arising from the above-mentioned regulations are
described below under Responsibilities of the Supervisory Committee regarding the controls to be performed on
the Financial Statements.
In order to conduct our professional work on the documents detailed in Section I. a) and b) of this report, we have
reviewed the work performed by the Company’s external auditor R. Sergio Cravero, a partner of Price Waterhouse
& Co. S.R.L., who issued his audit reports on March 08, 2024. He conducted his audit in accordance with
International Standards on Auditing (ISA). Our work included the review of the work plan, the nature, scope, and
timeliness of the procedures applied and the results of the audit carried out by the external auditor.
We believe that our work and that of the Company's external auditors, detailed in the respective reports, provides
a sufficient and appropriate basis to support our opinion. We have not performed any management control and,
therefore, we have not assessed
financing,
commercialization, and production matters, since these matters are the exclusive responsibility of the Company's
Board of Directors.
the business criteria and decisions on administrative,
Regarding the Annual Report, comprising the main body and its Exhibit I, prepared by the Board of Directors for
the year ended December 31, 2023, we verified that it contains the information required by Article 66 of the General
Associations Law, as amended, and other information required by oversight agencies.
We expressly state that we are independent of Grupo Clarín S.A. and that we have complied with the other ethical
requirements in accordance with the International Code of Ethics for Professional Accountants (including the
International Independence Standards) issued by the International Ethics Standards Board for Accountants
(IESBA Code), together with the requirements applicable to an audit of financial statements in Argentina, and we
have fulfilled the other ethical responsibilities in accordance with those requirements and the IESBA Code.
III.
RESPONSIBILITY OF THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE REGARDING
THE FINANCIAL STATEMENTS
The Board of Directors of Grupo Clarín S.A. is responsible for the preparation and presentation of the financial
statements in accordance with the International Financial Reporting Standards (IFRS) and for the internal control
as the Board of Directors may deem necessary to prepare the financial statements that are free from material
misstatements, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the ability of the Company
to continue operating as a going concern, disclosing, as applicable, matters relating to going concern and using
the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
The Audit Committee is responsible for overseeing the process required for the preparation of the Company's
financial reporting.
IV.
RESPONSIBILITY OF THE SUPERVISORY COMMITTEE REGARDING THE CONTROLS TO BE
PERFORMED ON THE FINANCIAL STATEMENTS
Our responsibility is to report on the documents indicated in Section I. based on our statutory audit and the audit
work carried out by the Company's external auditors. We conducted our review in accordance with Technical
Resolution No. 15 issued by the FACPCE (amended by Technical Resolution No. 55 issued by the FACPCE).
Said standards require that the review of the financial statements be conducted in accordance with effective
auditing standards for the review of financial statements; that the documents be checked for consistency with the
information on corporate decisions stated in minutes and that such decisions conform to the law and the by-laws,
in all formal and documentary aspects.
Our objectives are to obtain reasonable assurance that the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue a Supervisory Committee's Report that includes our
opinion. Reasonable assurance is a high level of assurance, but it does not guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements may arise from
fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions made by users based on the financial statements.
As part of our work in accordance with ISAs, we apply our professional judgment and maintain professional
skepticism throughout the review. In addition, through the review of audit working papers, we:
•
Identify and assess the risks of material misstatement in the financial statements whether due to fraud or
error, design and apply audit procedures to respond to those risks and obtain sufficient and appropriate
audit evidence to provide a basis for our opinion. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error because fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or 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 Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Company’s Board of Directors.
• Conclude on the appropriate application by the Company’s Board of Directors of the going concern basis
of accounting and, based on the evidence obtained, whether a material uncertainty exists as to events or
conditions that may cast significant doubt on the Company's ability to continue operating as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
Supervisory Committee's Report to the related disclosures in the financial statements or, if such
disclosures are not appropriate, to modify our opinion. Our conclusions are based on the evidence
obtained up to the date of our Supervisory Committee's report. However, future events or conditions may
cause the Company to cease to be a going concern.
• Evaluate the overall presentation, structure, and content of the financial statements, including disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
V.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with effective regulations, we report with respect to Grupo Clarín S.A. that:
a) The attached financial statements detailed in Section I. a) and b) comply with the provisions of the General
Associations Law No. 19,550, as amended, and the regulations concerning accounting documentation issued by
the CNV, and have been transcribed to the “Inventory and Balance Sheet” book.
b) The attached financial statements detailed under Section I, paragraph a) arise from accounting records kept,
in all formal aspects, in accordance with effective legislation, which maintain the security and integrity conditions
based on which they were authorized by the Argentine Securities Commission.
c) Furthermore, we report that in exercise of the legality control within our field of competence, during the year
ended December 31, 2023, we have applied the procedures set forth in Article 294 of Argentine General
Associations Law (Law No. 19,550, as amended), as deemed necessary based on the circumstances and we
have no observations to make in that regard.
d) We have reviewed the information included in the corresponding Exhibit about the degree of compliance with
the Code of Corporate Governance required under CNV Regulations and we have no observations to make in that
regard.
e) As required by CNV regulations, regarding the independence of the external auditors and the quality of the
audit policies applied by them and the accounting polices applied by the Company, the above-mentioned external
auditor's report includes the representation concerning the application of the International Auditing Standards as
they were adopted in Argentina by the FACPCE through Technical Resolution No. 32 and the respective adoption
communications, which provide for independence requirements, and was issued without qualifications as to the
application of such regulations or discrepancies as to the professional accounting standards applied.
f) We have applied the asset laundering and terrorist financing crimes prevention procedures provided under
the professional standards issued by the Professional Council in Economic Sciences of the City of Buenos Aires,
within the scope described in Section II.
Autonomous City of Buenos Aires, March 08, 2024.
Supervisory Committee
Carlos Alberto Pedro Di Candia
Chair
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