INFORMATION STATEMENT DATED SEPTEMBER 14, 2016 GRUPO CLARÍN S.A. MERGER BY ABSORPTION AND PARTIAL SPLIT-UP

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1 INFORMATION STATEMENT DATED SEPTEMBER 14, 2016 GRUPO CLARÍN S.A. MERGER BY ABSORPTION AND PARTIAL SPLIT-UP This information statement (the Information Statement ) describes the terms and conditions governing (i) the merger by absorption (the Merger ) of Grupo Clarín S.A. ( Grupo Clarín or the Company ) pursuant to which Southtel Holdings S.A. ( Southtel ), Vistone S.A. ( Vistone ), Compañía Latinoamericana de Cable S.A. ( CLC ) and CV B Holding S.A. ( CV B, and together with Southtel, Vistone and CLC, the Absorbed Companies, and together with Grupo Clarín, the Merged Companies ), will merge into Grupo Clarín, being the latter the absorbing company, and (ii) the subsequent partial demerger of Grupo Clarín (the Split-up, and together with the Merger, the Corporate Reorganization ) pursuant to which Grupo Clarín will contribute certain assets, liabilities and capital to a new Argentine corporation, as further described below. An extraordinary meeting of Grupo Clarín s shareholders (the GCSA Extraordinary Shareholders Meeting ) has been convened for September 28, 2016, at 3 p.m. Buenos Aires time, in the City of Buenos Aires, to consider and vote on the Merger and the Split-up and other related purposes. All holders of Grupo Clarín shares that register at least three (3) business days prior to the scheduled date of the meeting and satisfy the requirements established under Section 238 of the General Law of Corporations No. 19,550 (the Argentine Corporations Law ) are entitled to attend and vote at the GCSA Extraordinary Shareholders Meeting. At a meeting held on August 16, 2016, the board of directors of Grupo Clarín approved Grupo Clarín s special-purpose unconsolidated financial statement as of June 30, 2016 (the Grupo Clarín s Special- Purpose Merger Unconsolidated Financial Statement ), the Merger and Split-up unconsolidated combined balance sheet as of June 30, 2016 (the Merger and Split-up Unconsolidated Combined Balance Sheet ) and a pre-merger commitment by and among the Company and the Absorbed Companies (the Pre-Merger Commitment ), pursuant to which the Merged Companies agreed that the Absorbed Companies will dissolve without liquidating themselves upon the absorption by Grupo Clarín, in accordance with Section 82 and related sections of the Argentine Corporations Law. Additionally, the board of directors of the Absorbed Companies has approved their unconsolidated financial statements (the Unconsolidated Financial Statements of the Absorbed Companies, and together with Grupo Clarín s Special-Purpose Merger Unconsolidated Financial Statement, the Unconsolidated Financial Statements of the Merged Companies ), the Merger and Split-up Unconsolidated Combined Balance Sheet and the Pre-Merger Commitment, and has approved the distribution of these documents to their shareholders for approval at their respective extraordinary shareholders meetings, which have equally been convened for September 28, Upon approval of the Merger at the shareholders meetings of each of the Absorbed Companies and satisfaction of other legal requirements, the Merged Companies will enter into a definitive merger agreement (the Definitive Merger Agreement ). The Merger will not result in any capital increase by Grupo Clarín or any need to establish an exchange ratio for the nominal capital stock that it holds in the Absorbed Companies since Grupo Clarín holds in the aggregate, directly and indirectly, 100% of the capital stock of each of the Absorbed Companies. Pursuant to the Pre-Merger Commitment, the effective date of the Merger will be October 1, 2016 (the

2 Merger Effective Date ). As of the Merger Effective Date, all assets, liabilities and operations of the Absorbed Companies will be deemed to have been assumed by Grupo Clarín in its capacity as the absorbing and surviving company. For a description of the Merger process, see Description of the Corporate Reorganization Merger Process Description. Following the Merger, Grupo Clarín will effect the Split-up pursuant to a procedure under Argentine corporate law called escisión or split-up. As a result, a new Argentine corporation under the name of Cablevisión Holding S.A. ( Cablevisión Holding or the Newco ) will be established, and specified assets and liabilities and capital of Grupo Clarín will be transferred to Newco. The Split-up will be effected in accordance with and subject to the provisions of Section 88 and related sections of the Argentine Corporations Law. Grupo Clarín will retain all assets and liabilities, and continue with all the activities and operations, that are not specifically allocated to Cablevisión Holding. The effective date of the Split-up (the Split-up Effective Date ) will be the first day of the calendar month following the date on which the latest of the following registrations is consummated: (i) the registration of the Corporate Reorganization with the Inspección General de Justicia de la Ciudad Autónoma de Buenos Aires (the City of Buenos Aires Registry of Public Commerce, or IGJ ), and (ii) the registration of the incorporation of Cablevisión Holding with the IGJ. As of the Split-up Effective Date, Cablevisión Holding will begin its activities as a separate undertaking, the accounting effects of the Split-up will become effective, and the assets, liabilities and capital being splitup by Grupo Clarín will be transferred to Cablevisión Holding, as described in this Information Statement. As a result of the Split-up, on the Split-up Effective Date Grupo Clarín s nominal share capital will be reduced by an amount equal to the nominal share capital of Cablevisión Holding at its creation, as described in Section Description Effects of the Split-up on Grupo Clarín Reduction of the Company s Capital Stock. No consideration will be paid to Grupo Clarín for the Cablevisión Holding shares, issued as a consequence of the Split-up and distributed to Grupo Clarín s shareholders. Grupo Clarín will continue to be subject to the Argentine public offering regime and Cablevisión Holding will request its admission to the Argentine public offering regime. Cablevisión Holding will apply to have its Class B and Class C shares listed on, and to have its Class B shares admitted to trading on, the Mercado de Valores de Buenos Aires S.A. (Buenos Aires Stock Market, or the Merval ) through the Bolsa de Comercio de Buenos Aires (Buenos Aires Stock Exchange, or the BCBA ), pursuant to the authority delegated by the Merval to the BCBA under Resolution No. 17,501 issued by the Comisión Nacional de Valores (Argentine Securities Commission, or the CNV ). Cablevisión Holding may also apply to have its Class B shares listed and admitted to trading in one or more additional foreign stock exchanges. For a description of the Split-up process, see Description of the Corporate Reorganization Split-up Process Description. The terms of the Split-up and Grupo Clarín s Special-Purpose Merger Unconsolidated Financial Statement were approved by Grupo Clarín s board of directors at their meeting held on August 16, Grupo Clarín was admitted to the public offering regime pursuant to CNV Resolution No. 15,745 dated as of October 5, On August 17, 2016, Cablevisión Holding filed the Argentine Prospectus, together with other relevant documentation, requesting the CNV s approval of the Corporate Reorganization in accordance with Chapter X, Title II of the CNV regulations, as amended by General Resolution No. 622/2013, as amended and supplemented (the CNV Regulations ). The Corporate Reorganization is subject to obtaining certain regulatory authorizations, approvals or consents, as applicable, from CNV, Merval, IGJ and Ente Nacional de Comunicaciones (National Communications Entity, or ENACOM ), as further described in the Regulatory Authorizations section. Grupo Clarín expects that the relevant Argentine governmental authorities will approve all components of the Corporate Reorganization as a single transaction. Grupo Clarín does not expect to consummate the Split-up if the Merger is not consummated. However, Grupo Clarín may consummate the Merger even if the Split-up is not consummated. ii

3 Grupo Clarín has prepared and filed with CNV a prospectus in Spanish (the Argentine Prospectus ) describing the Merger and the Split-up in accordance with CNV Regulations, Argentine Corporations Law and other applicable laws. This Information Statement does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction. The shares to be distributed by Grupo Clarín will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) or any US state securities law and may not be offered or sold in the United States absent registration or without an exemption from registration under the Securities Act. The shares to be distributed by Grupo Clarín may be subject to selling and transfer restrictions in certain jurisdictions. Grupo Clarín s shareholders may obtain copies of this Information Statement and the Argentine Prospectus at the Company s headquarters located at Piedras 1743, City of Buenos Aires, Argentina. The Argentine Prospectus is available on the CNV s website, Información Financiera Emisoras, and the Argentine Prospectus and this Information Statement are also available on the Company s website, - Investor Relations. It should be noted that for practical reasons the annexes to the Argentine Prospectus will not be published in the BCBA s Daily Bulletin, but they will be available to the public at the Company s headquarters and on CNV s website and the Company s website. GRUPO CLARÍN IS NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND GRUPO CLARÍN A PROXY. Grupo Clarín is furnishing this Information Statement solely to provide information to shareholders of Grupo Clarín, who will receive shares of Cablevisión Holding in the Split-up. This Information Statement is not, and should not be construed as, an inducement or encouragement to buy or sell any securities of Grupo Clarín or Cablevisión Holding. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Split-up or passed upon the accuracy or adequacy of this Information Statement or any document referred to herein. Any representation to the contrary is a criminal offense. iii

4 Grupo Clarín has prepared this Information Statement to describe the Split-up to its shareholders, who will receive shares of Cablevisión Holding in the Split-up. Grupo Clarín has also filed the Argentine Prospectus (Prospecto de Fusión por Absorción y Escisión Parcial) in Spanish with the CNV, which is available on the website of each of the CNV at and Grupo Clarín at In this Information Statement, references to Pesos, pesos or Ps. are to Argentine pesos, and references to U.S. Dollars, dollars or U.S.$ are to U.S. dollars. A billion is a thousand million. iv

5 TABLE OF CONTENTS A. Summary of the Merger... 1 B. Summary of the Split-up... 4 C. Reasons for the Merger and the Split-up D. Selected Financial Information E. Description of the Corporate Reorganization ) Overview of the Corporate Structure of Grupo Clarín and the Absorbed Companies Prior to the Corporate Reorganization ) Merger Process Description ) Split-up Process Description F. Risk Factors Relating to the Merger and the Split-up G. Corporate Authorizations H. Regulatory Authorizations I. Certain Beneficial Owners Page -v-

6 ANNEXES Annex I Grupo Clarín s Special-Purpose Merger Unconsolidated Financial Statement Annex II Absorbed Companies Merger Unconsolidated Combined Financial Statements Annex III Merger and Split-up Unconsolidated Combined Balance Sheet Annex IV Criteria for the preparation of Grupo Clarín s Merger and Split-up Unconsolidated Combined Balance Sheet and Allocation of Assets and Liabilities between Grupo Clarín and Cablevisión Holding Annex V Certification issued by PwC Argentina Annex VI Proposed Bylaws of Cablevisión Holding Annex VII Proposed Amendment of Grupo Clarín s Bylaws vi

7 ADDITIONAL INFORMATION Cablevisión Holding may apply to have its Class B shares listed and admitted to trading in one or more additional foreign stock exchanges. SHAREHOLDER INQUIRIES Shareholders of Grupo Clarín with questions relating to Corporate Reorganization and distribution of the Cablevisión Holding shares should contact Grupo Clarín at Piedras 1743, C1140ABK, City of Buenos Aires, Argentina, attention: Investor Relations, telephone vii

8 A. SUMMARY OF THE MERGER The following is a brief summary of certain information relating to the Merger contained elsewhere in this Information Statement. This summary is qualified in its entirety by the more detailed information of the Merger set forth in this Information Statement. Main characteristics of the Merger Type of Corporate Reorganization Surviving Company Absorbed Companies Date of Pre-Merger Commitment Date of the Grupo Clarín Merger Unconsolidated Financial Statement Date of Merger and Split-up Unconsolidated Combined Balance Sheet Capital Stock of the Merged Companies Merger by Absorption Grupo Clarín Southtel, Vistone, CLC and CV B August 16, 2016 June 30, 2016 June 30, 2016 Grupo Clarín s capital stock totals Ps.287,418,584 and is represented by 75,980,304 Class A, non-endorsable shares of common stock with nominal value of Ps. 1 each and entitled to five (5) votes each; 186,281,411 Class B book-entry shares of common stock with nominal value of Ps. 1 each and entitled to one (1) vote each; and 25,156,869 Class C, non-endorsable shares of common stock with nominal value of Ps. 1 each and entitled to one (1) vote each. Southtel s capital stock totals Ps.127,153,997, represented by 127,153,997 non-endorsable shares of common stock with nominal value of Ps. 1 each and entitled to one (1) vote each. Vistone s capital stock totals Ps.339,365,203, represented by 339,365,203 non-endorsable shares of common stock with nominal value of Ps.1 each and entitled to one (1) vote each. CV B s capital stock totals Ps.66,628,353, represented by 66,628,353 non-endorsable shares of common stock with nominal value of Ps.1 each and entitled to one (1) vote each. CLC s capital stock totals Ps.19,189,422, represented by 19,189,422 non-endorsable shares of common stock with nominal value of Ps.1 each and entitled to one (1) vote each. Insofar as Grupo Clarín owns directly and indirectly 100% of the capital stock of the Absorbed Companies, Grupo Clarín will not increase its capital stock or deliver shares in exchange for the 1

9 capital stock of the Merged Companies. The assumption of the assets and liabilities of each of the Absorbed Companies will result in the cancellation of Grupo Clarín s equity interests in the Absorbed Companies without any impact on Grupo Clarín capital stock, which will remain unchanged as a result of the Merger. Amendment of the Company s Bylaws Reasons to Pursue the Merger The Merger does not require an amendment of Grupo Clarín s bylaws. Nevertheless, Grupo Clarín s bylaws will be amended as a result of the Split-up and related reasons. Insofar as the business of the Absorbed Companies is limited to investment activities and such activities are complementary to the investment activities of the Company, the Merger will allow Grupo Clarín to operate more efficiently and at the right scale, by optimizing its costs, processes and resources. Date of the Board of Director s Meetings of the Merged Companies August 16, 2016 Shareholder s General Extraordinary Meetings of the Merged Companies Scheduled Date September 28, 2016 Merger Effective Date Dissolution of the Absorbed Companies Management of the Absorbed Companies The Merger Effective Date will be October 1, As of the Merger Effective Date, all assets, liabilities and operations of the Absorbed Companies will be deemed to have been assumed by Grupo Clarín in its capacity as the absorbing and surviving company. For the purpose of Section 105 of Decree No. 1344/1998, which regulates the Income Tax Law ( ITL ), the reorganization date will be the Merger Effective Date. As a result of the Merger, the Absorbed Companies will dissolve, therefore, the shares representing their capital stock will be cancelled. The directors and officers of the Absorbed Companies will remain in office with their existing authority until the execution of the Definitive Merger Agreement. On that date, the management of the Absorbed Companies will be vested in the Company in accordance with the last paragraph of Section 84 of the Argentine Corporations Law. 2

10 Creditors Right to Object The creditors of the Merged Companies will have the right to object to the Merger contemplated in Section 83 of the Argentine Corporations Law. Once the required notices are published in accordance with the Argentine Corporations Law the creditors will be entitled to exercise their right to object within the prescribed period. Such publicity requirements include the publication of notices for three (3) days in the Official Gazette of the Republic of Argentina and in the Clarín newspaper. Creditors will be entitled to object within fifteen (15) calendar days immediately following the publication of the last of such notices. Regulatory Authorizations The Merger will require the regulatory approvals described under the Section Regulatory Approvals of this Information Statement. 3

11 B. SUMMARY OF THE SPLIT-UP The following is a brief summary of certain information relating to the Split-up contained elsewhere in this Information Statement. This summary is qualified in its entirety by the more detailed information set forth in this Information Statement. Type of Split-up Surviving Company The Split-up will be effected by means of a procedure under the Argentine Corporations Law called escisión. Grupo Clarín will continue to be subject to the Argentine public offering regime. Grupo Clarín s Class B and Class C shares will continue to be listed on, and Grupo Clarín s Class B shares will continue to be admitted to trading on, the Merval. In addition, the Split-up will not result in Grupo Clarín s Class B shares ceasing to be listed on the official list of the United Kingdom Financial Conduct Authority ( FCA ) and admitted for trading on the London Stock Exchange plc (the London Stock Exchange ) EEA Regulated Market. Equity Subject to Split-up Grupo Clarín will effect the Split-up pursuant to a procedure under Argentine corporate law called escisión or split-up. As a result, Cablevisión Holding, a new Argentine corporation, will be established, which will be formed by (a) the specified assets and liabilities and capital of Grupo Clarín listed in Annex IV hereto that will be allocated to Cablevisión Holding and (b) other assets, liabilities, rights and/or obligations of Grupo Clarín relating to its operations carried out between the date of Grupo Clarín s Special-Purpose Merger Unconsolidated Financial Statement and the Split-up Effective Date allocated to Cablevisión Holding by Grupo Clarín s board of directors pursuant to the authority delegated on it by Grupo Clarín s shareholders and in accordance with the allocation criteria that the board considers appropriate under the circumstances (collectively, the Equity Subject to Split-up ). The Split-up will be effected in accordance with and subject to the provisions of Section 88 and related sections of the Argentine Corporations Law. Grupo Clarín shall retain all of its assets and liabilities that are not Equity Subject to Split-up and continue with all of its activities and operations that will not be specifically allocated to Cablevisión Holding. The Equity Subject to Split-up will be comprised of specified capital interests owned by Grupo Clarín, including Grupo Clarín s direct and indirect equity interests in Cablevisión S.A. ( Cablevisión ) and GCSA Equity LLC ( GCSA Equity ). After the Corporate Reorganization is completed, Cablevisión Holding will own, directly and indirectly, 60% of the total share capital and voting power of Cablevisión as well as 100% of the share capital of GCSA Equity. For a more detailed description of the capital stock, assets and liabilities that will be transferred to Cablevisión Holding, see Description of the Corporate Reorganization Split-up Process Description Description of the Equity Subject to Split-up. 4

12 The New Company Cablevisión Holding S.A., a new Argentine corporation, will be established by Grupo Clarín as a result of the Split-up. Cablevisión Holding will request authorization from the CNV to be admitted to the Argentine public offering regime in accordance with the CNV Regulations. In connection thereto, Cablevisión Holding will apply to have its Class B and Class C shares listed on, and to have its Class B shares admitted to trading on, the Merval through the BCBA. Cablevisión Holding may also apply to have its Class B shares listed and admitted to trading in one or more additional foreign stock exchanges. Admission to listing and trading is subject to approval. Cablevisión Holding will have its domicile in the City of Buenos Aires. Reduction of the Company s Capital Stock. Amendment of the Company s Bylaws. As a result of the Split-up, Grupo Clarín will reduce its nominal capital stock by Ps.180,642,580, i.e., from Ps.287,418,584 to Ps.106,776,004, and cancel 47,753,621 Class A shares, 117,077,867 Class B shares and 15,811,092 Class C shares. Concurrently, the public offering and listing of the Company s shares will be partially cancelled by the nominal amount of Grupo Clarín s shares that are cancelled as a result of the reduction in its nominal capital stock. The Company s capital stock after giving effect to the Split-up will be represented by 28,226,683 Class A registered nonendorsable shares of common stock with nominal value of Ps. 1 each and entitled to five (5) votes each, 69,203,544 Class B book-entry shares of common stock with nominal value of Ps. 1 each and entitled to one (1) vote each, and 9,345,777 Class C registered non-endorsable shares of common stock with nominal value of Ps. 1 each and entitled to one (1) vote each. Grupo Clarín will amend its bylaws to reflect the Split-up. Capital Structure of Cablevisión Holding Pursuant to the Split-up, Cablevisión Holding will be established with an initial capital stock of Ps. 180,642,580, represented by 47,753,621 Class A registered non-endorsable shares of common stock with nominal value of Ps. 1 each and entitled to five (5) votes each, 117,077,867 Class B book-entry shares with nominal value of Ps. 1 each and entitled to one (1) vote each, and 15,8111,092 Class C registered non-endorsable shares of common stock with nominal value of Ps. 1 each and entitled to one (1) vote each. 5

13 Distribution of Cablevisión Holding Shares in favor of Grupo Clarín s shareholders Grupo Clarín will announce the date (the Share Distribution Date ) on which Cablevisión Holding shares will be distributed to Grupo Clarín s shareholders as of a specified record date (the Share Record Date ). Distribution of Cablevisión Holding shares will take place on the Share Distribution Date based on the split ratio (the Split Ratio ) described in this Information Statement, as follows: (a) in favor of the holders of Grupo Clarín Class A shares, 47,753,621 Cablevisión Holding Class A registered nonendorsable shares of common stock with nominal value of Ps. 1 each and entitled to five (5) votes each; (b) in favor of the holders of Grupo Clarín Class B shares, 117,077,867 Cablevisión Holding Class B book-entry shares with nominal value of Ps. 1 each and entitled to one (1) vote each; and (c) in favor of the holders of Grupo Clarín Class C shares, 15,811,092 Cablevisión Holding Class C registered non-endorsable shares of common stock with nominal value of Ps. 1 each and entitled to one (1) vote each. Split Ratio Grupo Clarín has established the following Split Ratio to determine the number of Cablevisión Holding shares to be distributed on the Share Distribution Date. The distribution will occur once the Split-up and the listing and admission to trading of Cablevisión Holding s shares have been authorized and approved by all relevant Argentine governmental authorities and any local and foreign stock exchanges where Cablevisión Holding determines to apply to list its shares. With respect to the aggregate amount of shares per class owned by each Grupo Clarín s shareholder as of the Share Record Date: (i) (ii) such shareholder will retain 37.15% in shares of Grupo Clarín (post Split-up), and such shareholder will receive 62.85% in shares of Cablevisión Holding. The delivery of Grupo Clarín shares and Cablevisión Holding shares on the Share Distribution Date will take place as follows: (a) with respect to Class A and Class C shares, at the headquarters of Grupo Clarín located at Piedras 1743, City of Buenos Aires, and (b) with respect to Class B shares, through Caja de Valores S.A. ( Caja de Valores ), located at 25 de Mayo 362, City of Buenos Aires. The Company will publish the required notices in accordance with applicable law, including the publication of a notice in the bulletin of the BCBA, informing the Company s shareholders of the date and time of the distribution of Cablevisión Holding shares. 6

14 Fractions or decimals of shares resulting from the distribution of Grupo Clarín and Cablevisión Holding shares will be paid in cash, as follows (i) with respect to Grupo Clarín and Cablevisión Holding Class A and Class C shares, at the Company s headquarters, and (ii) with respect to Grupo Clarín and Cablevisión Holding Class B shares, through Caja de Valores; in each case, at a date and time to be announced by Grupo Clarín through the publication of relevant notices. The payment of the fractions or decimals of shares will be based on the relevant book value of the shares, in accordance with applicable law. As a result of the Split-up, JPMorgan Chase Bank, N.A., as depositary under Grupo Clarín s existing Global Depositary Shares ( GDSs ) program, will update the GDSs register and, in consultation with the Company, may amend the master global depositary receipts evidencing GDSs to reflect the Split-up, and undertake any such additional actions as may be necessary under the existing deposit agreement, including, selling any fractional entitlements of GDSs and resetting Grupo Clarín s Class B share to GDS existing ratio as a result of the Split-up, if applicable. It will not be necessary to modify the Split Ratio in the event that Grupo Clarín s board of directors allocates to Cablevisión Holding any other assets, liabilities, rights and/or obligations relating to Grupo Clarín s operations carried out between the date of Grupo Clarín s Special-Purpose Merger Unconsolidated Financial Statement and the Split-up Effective Date, in addition to those indicated in Annex IV, pursuant to the authority delegated on it by Grupo Clarín s shareholders and in accordance with the allocation criteria that the board considers appropriate under the circumstances. Certification of the Split Ratio Withdrawal Rights Creditors Right to Object Price Waterhouse & Co S.R.L. ( PwC Argentina ), the Company s external public independent auditors, has been entrusted by the Company s Board of Directors to issue a certification of the terms and conditions of the proposed Split Ratio. The Company s shareholders are not entitled to withdrawal rights pursuant to Section 245, second paragraph of the Argentine Corporations Law. The Company s creditors shall be entitled to object to the Splitup pursuant to Section 88 of the Argentine Corporations Law. Once the Split-up is approved by the shareholders at the GCSA Extraordinary Shareholders Meeting, the Company will make the required notices under the Argentine Corporations Law. The Company will publish the required notices in the Official Gazette of the Republic of Argentina and in the Clarín newspaper for three (3) days. Creditors may exercise their right to object within fifteen (15) calendar days immediately following the publication of the last notice. 7

15 Split-up Effective Date The Split-up Effective Date will be the first day of the calendar month following the date on which the latest of the following registrations is consummated: (i) registration of the Corporate Reorganization with IGJ, and (ii) registration of the incorporation of Cablevisión Holding with IGJ. As of the Split-up Effective Date, Cablevisión Holding will be responsible for its own operations and the accounting effects of the Split-up will become effective. On the Split-up Effective Date, the Company and Cablevisión Holding will execute a formal operations transfer agreement to regulate the transfer of operations, risks and benefits. For the purpose of Section 105 of Decree No.1344/1998 which regulates the ITL, the reorganization date will be the Split-up Effective Date. Date of the Grupo Clarín s Special-Purpose Merger Unconsolidated Financial Statement Reasons for the Split-up Opinion of the Company s Audit Committee Regulatory Authorizations Activities to be Retained by Grupo Clarín June 30, The Split-up is intended to promote the specialization of Grupo Clarín and its subsidiaries existing portfolio, while enabling the adoption of growth strategies and objectives for the telecommunications services, on the one hand, and the line of businesses relating to the media communication services (such as graphic media, TV, radio, among others), on the other hand. As a result, the Split-up will allow each of Grupo Clarín and Cablevisión Holding to tailor its strategies and objectives based on the demands of each particular market, risk, organizational process and capital structure, resulting in greater benefits for each company and for their shareholders. At a meeting held on August 16, 2016, the Company s Audit Committee evaluated the Split-up and, after taking into consideration the certification issued by PwC Argentina, among other things, the Audit Committee did not object to the terms and conditions of the Split-up. The Split-up requires the Regulatory Authorizations described in the Regulatory Authorizations section of this Information Statement. Grupo Clarín shall retain all of its assets and liabilities that are not Equity Subject to Split-up and continue with all of its activities and operations that are not specifically allocated to Cablevisión Holding. Upon the occurrence of any extraordinary event that may have a material adverse effect on the Equity Subject to Split-up between the date of the Grupo Clarín s Special-Purpose Merger Unconsolidated Financial Statement and the Split-up Effective 8

16 Date, such event will be notified to the shareholders so that the shareholders may decide whether it is necessary to make any adjustment to the terms of the Split-up. 9

17 C. REASONS FOR THE MERGER AND THE SPLIT-UP Insofar as the Absorbed Companies business is limited to investment activities and such activities are complementary to the investment of the Company, the Merger will allow the Company to operate more efficiently and at the right scale; by optimizing its costs, processes and resources. Moreover, the Split-up will promote the specialization of Grupo Clarín and its subsidiaries existing portfolio, while enabling the adoption of growth strategies and objectives for the telecommunications services, on the one hand, and the line of businesses relating to the media communication services (such as graphic media, TV, radio, among others), on the other hand. As a result, the Split-up will allow each company to tailor its strategies and objectives based on the demands of each particular market, risk, organizational process and capital structure, resulting in greater benefits for each company and their shareholders. The telecom companies are required to implement intensive capital investments in infrastructure while the media communication companies are currently seeking to develop their digital services and a new business model which focuses on maintaining an independent approach while providing innovative content. 10

18 D. SELECTED FINANCIAL INFORMATION This Information Statement includes the following financial statements: (a) Grupo Clarín s Special- Purpose Merger Unconsolidated Financial Statement, which are attached as Annex I, (b) the Absorbed Companies Merger Unconsolidated Combined Financial Statements, which are attached as Annex II, and (c) the Merger and Split-up Unconsolidated Balance Sheet as of June 30, 2016, which has been prepared based on the financial statements indicated in (a) and (b) above, and is attached as Annex III. These financial statements should be read together with this Information Statement. The following table sets forth Grupo Clarín s most significant balance sheet line items as of June 30, 2016 prior to the Split-up and after giving effect to the Merger as if it had been consummated on June 30, 2016, as shown in the first column (Grupo Clarín s Special-Purpose Merger Unconsolidated Financial Position). This information has been extracted from the Merger and Split-up Unconsolidated Balance Sheet. Grupo Clarín s Special- Purpose Merger Unconsolidated Financial Position As of June 30, 2016 (Pesos) Split-up Equity - Cablevisión Holding Non Split-up Equity - Grupo Clarín (post Split-up - Unconsolidated) ASSETS NON-CURRENTS ASSETS Property, Plant and Equipment 1,670,277-1,670,277 Intangibles Assets 74,449-74,449 Deferred Tax Assets 31,987,738 10,247,029 21,740,709 Investments in Unconsolidated Affiliates 7,876,405,668 5,479,916,294 2,396,489,374 Other Receivables 188, ,578 Total Non-Current Assets 7,910,326,710 5,490,163,323 2,420,163,387 CURRENT ASSETS Other Receivables 632,705, ,705,349 Other Investments 31,384,554-31,384,554 Cash and Banks 37,678,856-37,678,856 Total Current Assets 701,768, ,768,759 Total Assets 8,612,095,469 5,490,163,323 3,121,932,146 EQUITY Attributable to Shareholders of Parent Company Shareholders contributions 2,010,638,503 1,263,747, ,890,873 Other items 641,692, ,659,838 2,032,810 Retained Earnings 5,557,821,827 3,256,924,112 2,300,897,715 Total Equity 8,210,152,978 5,160,331,580 3,049,821,398 LIABILITIES NON-CURRENT LIABILITIES Other Liabilities 320,648, ,648,628 - Total Non-Current Liabilities 320,648, ,648,628 - CURRENT LIABILITIES Taxes Payable 25,875, ,736 25,386,203 Other Liabilities 22,568,431 8,693,379 13,875,052 Trade Payables and Other 32,849,493-32,849,493 Total Current Liabilities 81,293,863 9,183,115 72,110,748 Total Liabilities Total Equity and Liabilities

19 Unaudited Consolidated Pro Forma Financial Information The following tables set forth selected unaudited consolidated pro forma financial information and other operational data of Grupo Clarín as of and for the six months ended June 30, 2016 and as of and for the year ended December 31, 2015 (the Unaudited Consolidated Pro Forma Financial Information ). The Unaudited Consolidated Pro Forma Financial Information is composed of an unaudited consolidated pro forma balance sheet as of June 30, 2016 (the Unaudited Consolidated Pro Forma Balance Sheet ) and unaudited consolidated pro forma statements of income for the six months ended June 30, 2016 and the year ended December 31, 2015, along with explanatory notes (the Unaudited Consolidated Pro Forma Statements of Income ). The Unaudited Consolidated Pro Forma Financial Information is displayed in columns. The first column displays historical information, the second column identifies pro forma adjustments and eliminations and the third column sets forth balances after the pro forma adjustments and eliminations. The Unaudited Consolidated Pro Forma Balance Sheet has been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board. The Unaudited Consolidated Pro Forma Financial Information has been prepared giving effect to the Split-up and the creation of Cablevisión Holding (with Grupo Clarín as surviving entity after the Split-up), as if the same had been consummated on January 1, 2015 with respect to the Unaudited Consolidated Pro Forma Statements of Income and June 30, 2016 with respect to the Unaudited Consolidated Pro Forma Statement Balance Sheet. The Unaudited Consolidated Pro Forma Financial Information does not include non-recurring income that may directly result from the Corporate Reorganization. The Unaudited Consolidated Pro Forma Financial Information should be read together with the consolidated financial statements of each of Cablevisión and Grupo Clarín as of December 31, 2015, their condensed consolidated interim financial statements as of and for the six months ended June 30, 2016, and the special accounting statements of GCSA Equity as of June 30, The consolidated financial statements of Cablevisión and Grupo Clarín and the special accounting statements of GCSA Equity referred above are available on the CNV s website, Información Financiera Emisoras. The Unaudited Consolidated Pro Forma Financial Information is presented only for illustrative purposes and does not purport to reflect the actual financial position of Grupo Clarín (post Split-up) or its results of operations had the Split-up occurred on the dates mentioned above. Moreover, the Unaudited Consolidated Pro Forma Statements of Income are not indicative of what Grupo Clarín s (post Split-up) results will be in the future. The financial position and actual results of Grupo Clarín (post Split-up) may substantially differ from the financial position and results of operation included in the Unaudited Consolidated Pro Forma Financial Information due to a variety of factors over which Grupo Clarín has no control. 12

20 Unaudited Consolidated Pro Forma Statements of Income for the six months ended June 30, 2016 and for the fiscal year ended December 31, 2015 Note: amounts have been rounded to the nearest whole number and are expressed in millions of pesos (except for basic and diluted earnings per share figures). Total amounts may not represent the arithmetic addition of individual amounts. Column I Column II Column III Column IV Column V Column VI Pro Forma Adjustments I- (II+III+IV+V) = VI Grupo Clarín Consolidated Financial Statements as of June 30, 2016 Cablevisión as of June 30, 2016 GCSA Equity Results Cablevisión Holding Results Eliminations Pro Forma Total as of June 30, 2016 Revenues 18,724 14, (a) (351) (f) 4,795 Cost of Sales (9,270) (6,498) (f) (2,982) Subtotal Gross Profit 9,455 7, (141) 1,813 Selling Expenses (2,662) (1,931) (f) (753) Administrative Expenses (2,299) (1,622) - (103) (b) 119 (f) (693) Other Income and Expense, net (9) (c) - 23 Financial Costs (1,826) (1,708) (54) - 54 (g) (118) Other Financial Results, net (1) (d) (54) (g) (41) Financial Results (1,566) (1,352) (54) (1) - (159) Equity in Earnings from Acquisitions of Companies Equity in Earnings from Affiliates and Subsidiaries (25) (e) - 30 Income Before Income Tax and Tax on Assets 3,131 3,024 (54) (101) Income Tax and Tax on Assets (1.068) (967) - 1 (b) - (102) Net Income for the Period (54) (100) Profit Attributable to: Shareholders of the Parent Company 163 Non-controlling Interests (4) Basic and Diluted Earnings per Share 1,53 13

21 Column I Column II Column III Column IV Column V Column VI Pro Forma Adjustments I- (II+III+IV+V) = VI Grupo Clarín Consolidated Financial Statements as of June 30, 2016 Cablevisión as of June 30, 2016 GCSA Equity Results Cablevisión Holding Results Eliminations Pro Forma Total as of June 30, 2016 Revenues 27,792 20, (a) (626) 8,215 Cost of Sales (13,918) (9,341) (4,927) Subtotal Gross Profit 13,874 10, (276) 3,289 Selling Expenses (3,641) (2,525) (1,203) Administrative Expenses (3,668) (2,628) - (161) (b) 189 (1,068) Other Income and Expense, net (15) (c) Financial Costs (2,935) (2,785) (121) (150) Other Financial Results, net (130) (28) - (2) (d) (121) 21 Financial Results (3,064) (2,813) (121) (2) - (129) Equity in Earnings from Acquisitions of Companies Equity in Earnings from Affiliates and Subsidiaries (21) (e) - 61 Income Before Income Tax and Tax on Assets 4,145 3,325 (121) (122) - 1,063 Income Tax and Tax on Assets (1,230) (875) (355) Net Income for the Period 2,916 2,450 (121) (122) (a) Profit Attributable to: Shareholders of the Parent Company 682 Non-controlling Interests 27 Basic and Diluted Earnings per Share 6.39 Column I The information in Column I sets forth Grupo Clarín s historical consolidated financial information, and has been extracted from Grupo Clarín s consolidated financial statements for each of the periods presented herein. 14

22 Column II As a result of the Corporate Reorganization, Cablevisión Holding will own, directly and indirectly, 60% of Cablevisión s total equity. The information in Column II sets forth Cablevision s historical results of operations and has been extracted from Cablevision s consolidated financial statements for each of the periods presented herein, including market value adjustments of its assets and liabilities recorded by Grupo Clarín in the past. Cablevisión Financial Statements as of June 30, 2016 Adjustments as of June 30, 2016 (1) Column II Total as of June 30, 2016 Cablevisión Financial Statements as of December 31, 2015 Adjustments as of December 31, 2015 (1) Column II Total Revenues Cost of Sales (6.449) (49) (6.498) (9.244) (97) (9.341) Subtotal Gross Profit (49) (97) Selling Expenses (1.931) - (1.931) (2.525) - (2.525) Administrative Expenses (1.622) - (1.622) (2.628) - (2.628) Other Income and Expense, net Financial Costs (1.708) - (1.708) (2.785) - (2.785) Other Financial Results, net (28) - (28) Financial Results (1.352) - (1.352) (2.813) - (2.813) Equity in Earnings from Acquisitions of Companies Equity in Earnings from Affiliates and Subsidiaries Income Before Income Tax and Tax on Assets (49) (97) Income Tax and Tax on Assets (984) 17 (967) (909) 34 (875) Period Results (32) (63) (1) At the time of Grupo Clarín s indirect acquisition of Cablevisión, Grupo Clarín recorded adjustments accounting for the market value of certain acquired assets and liabilities, in accordance with accounting standards in force at the time. Such adjustments are mainly related with the amortization of the acquired subscriber portfolio, the elimination of certain intangible assets amortization and the effect of such adjustments on deferred taxes. Column III As a result of the Corporate Reorganization, Cablevisión Holding will own directly 100% of GCSA Equity, which was incorporated in 2016 and carries a liability originally assumed by GCSA Investment, LLC. The information in Column III sets forth historical results derived from such liability for each of the periods presented herein. Column IV The information in Column IV sets forth Grupo Clarín s results of operations (excluding its equity interest in Cablevisión) allocated to Cablevision Holding for the six months period ended June 30, 2016 and the fiscal year ended December 31, 2015, as if the Split-up had occurred on January 1, Such results include: (a) income from management fees charged to Cablevisión by Grupo Clarín; (b) administrative and other related expenses, including costs associated to management and employees to be transferred to Cablevisión Holding. These operational costs were originally incurred by Grupo Clarín and/or certain of its subsidiaries and have been allocated to Cablevisión Holding using several criteria applied on Grupo Clarín historical costs to illustrate Grupo Clarín s pro forma financial results. These main criteria are: 15

23 - costs incurred by Cablevisión Holding have been directly allocated to it; - employee benefits have been allocated to Cablevisión Holding ratably based on the percentage of benefits corresponding to Cablevisión Holding s staff over Grupo Clarín s total staff compensation; - costs considered primarily related to Grupo Clarín s business scope, have been allocated according to the percentage of Cablevisión Holding s sales to third parties over Grupo Clarín s total sales to third parties; - costs considered primarily related to Cablevisión Holding s staff have been allocated to Cablevisión Holding according to the percentage of Grupo Clarín s total staff as of June 30, 2016 that is estimated will be transferred to Cablevisión Holding; and - income tax charges have been calculated using the applicable tax rate in each relevant period with respect to the results (taxable and/or deductible) allocated to Cablevisión Holding, net of provisions for doubtful accounts and deferred taxes; (c) other revenues and expenditures were allocated taking into consideration the book value of the Equity subject to Split-up; (d) financial results, including the financial transactions tax in connection with the operations subject to the Split-up; and (e) the results corresponding to Cablevisión Holding s interest in the results of VLG Argentina, LLC ( VLG ) (excluding VLG s equity interest in Cablevisión). Column V Column V identifies eliminations derived from transactions between Cablevisión and Grupo Clarín s consolidated subsidiaries (before giving effect to the Split-up ), which shall be reversed when the Split-up is consummated. These transactions include: (i) those related to the operations of Grupo Clarín s different business segments. The principal transactions include management and administrative fees, marketing, broadcasting, video and internet and printing and distribution services; and (ii) financial results derived from liabilities originally assumed by GCSA Investments LLC and to be allocated to GCSA Equity. Column VI The information in Column VI sets forth consolidated results corresponding to the operations that will remain part of Grupo Clarín after the Split-up, which amounts result from subtracting the amounts shown in Columns II, III, IV and V from the amounts corresponding to Grupo Clarín s consolidated financial information shown in Column I. 16

24 Unaudited Consolidated Pro Forma Balance Sheet as of June 30, 2016 Note: amounts have been rounded to the nearest whole number and are expressed in millions of pesos. Total amounts may not represent the arithmetic addition of individual amounts. Column I Column II Column III Column IV Column V Column VI I- (II+III+IV+V) Pro Forma Adjustments = VI Grupo Clarín Financial Statements as of June 30, 2016 Cablevisión as of June 30, 2016 GCSA Equity Financial Statements as of Junes 30, 2016 Cablevisión Holding Pro Forma Total as of June 30, 2016 Eliminations ASSETS NON-CURRENT ASSETS Property, Plant and Equipment 12,375 11, Intangible Assets Goodwill 4,877 4, Deferred Tax Assets (a) Investments in Unconsolidated Affiliates Other Investments (288) (d) 16 Inventory Other Assets Other Receivables Trade Receivables Total Non-Current Assets 19,907 18, (288) 2,143 CURRENT ASSETS Inventory Other Assets Other Receivables 1, (483) (d)(e) 1,031 Trade Receivables 4,791 2, (125) (e) 2,813 Other Investments 3,032 2, Cash and Banks 1,907 1, Total Current Assets 11,926 7, (608) 5,059 Total Assets 31,833 25, (896) 7,202 EQUITY Attributable to the Shareholders of the Parent Company 8,210 5,486 (321) (5) (c) - 3,050 Attributable to Noncontrolling Interests 3,408 3, Total Equity 11,619 8,836 (321) (5) - 3,107 LIABILITIES NON-CURRENT LIABILITIES Provisions and Other Debt Debt 8,393 8, (288) (d) 153 Taxes Payable Other Liabilities (b) - 17 Trade Payables and Other

25 Column I Column II Column III Column IV Column V Column VI I- (II+III+IV+V) Pro Forma Adjustments = VI Grupo Clarín Financial Statements as of June 30, 2016 Cablevisión as of June 30, 2016 GCSA Equity Financial Statements as of Junes 30, 2016 Cablevisión Holding Pro Forma Total as of June 30, 2016 Eliminations Total Non-Current Liabilities 9, (288) 412 CURRENT LIABILITIES Debt 2,534 1, (33) (d) 556 Seller Financings Taxes Payable 1,292 1, Other Liabilities 1,128 1,057-9 (a) (455) (e) 518 Trade Payables and Other 5,575 3, (120) (e) 2,372 Total Current Liabilities 10,679 7, (608) 3,682 Total Liabilities 20,215 16, (896) 4,094 Total Equity and Liabilities 31,833 25, (896) 7,202 Column I The information in Column I sets forth Grupo Clarín s historical consolidated financial information, and has been extracted from Grupo Clarín s consolidated financial statements as of June 30, Column II As a result of the Corporate Reorganization, Cablevisión Holding will own, directly and indirectly, 60% of Cablevisión s total equity. The information in Column II sets forth Cablevisión s assets and liabilities extracted from Cablevisión s financial statements as of June 30, 2016, including adjustments corresponding to the market value of its assets and liabilities recorded by Grupo Clarín in the past and the non-controlled interest in Cablevisión. Cablevisión Financial Statements as of June 30, 2016 Adjustments (a) Column II Total as of June 30, 2016 ASSETS NON-CURRENT ASSETS Property, Plant and Equipment 11,723 (13) 11,710 Intangible Assets Goodwill 5,132 (525) (b) 4,606 Deferred Tax Assets 288 (31) 257 Investments in Unconsolidated Affiliates Other Investments Other Receivables Total Non-Current Assets 18,596 (555) 18,041 CURRENT ASSETS Inventory Other Receivables Trade Receivables 2,103-2,103 Other Investments 2,809-2,809 Cash and Banks 1,635-1,635 Total Current Assets 7,475-7,475 18